Agenda packet — Santa Monica City Council, February 11, 2025 (part 1 of 5)

City of Santa Monica
City Council Meeting
AGENDA

LANA NEGRETE
MAYOR

ELLIS RASKIN CAROLINE TOROSIS

COUNCILMEMBER MAYOR PRO TEM

DAN HALL BARRY SNELL

COUNCILMEMBER COUNCILMEMBER

JESSE ZWICK NATALYA ZERNITSKAYA

COUNCILMEMBER COUNCILMEMBER
OLIVER C. CHI

CITY MANAGER

HEIDI VON TONGELN

INTERIM CITY ATTORNEY
NIKIMA S. NEWSOME

CITY CLERK

STANDARDS OF BEHAVIOR THAT PROMOTE CIVILITY AT ALL PUBLIC MEETINGS:
• Treat everyone courteously; • Embrace respectful disagreement and dissent as democratic rights, inherent components of an inclusive
public process, and tools for forging sound decisions
• Hate has no place in Santa Monica. The City opposes
abusive or threatening hate speech, intolerance, or
dehumanization, and supports basic civil respect and
human decency.
• Listen to others respectfully;
• Exercise self-control;
• Give open-minded consideration
to all viewpoints;
• Focus on the issues and avoid
personalizing debate;
Regular meetings are broadcast live on CityTV cable channel 16 and on the internet at santamonica.gov. Cable television re-broadcasts air on Thursday and Saturday at 11:30 AM. The agenda will air on CityTV on Saturday and Sunday at 11:00 AM and 6:00 PM, and on Monday and Tuesday at 12:30 PM and 6:00 PM.

City of Santa Monica Generated: 10/24/2025 8:38 AM Page 2

RULES OF ORDER FOR THE CONDUCT OF CITY COUNCIL MEETINGS (Resolution No.11663(CCS))

WAYS TO PROVIDE PUBLIC COMMENT
If you are interested in providing public comment at a City Council meeting, there are several ways to participate:
(1) Written public comment. In lieu of oral public comment, the public is strongly encouraged to submit written public comment on agenda items via email to [email protected]. For written public comment submitted by 12:00 pm on the day of the meeting, best efforts shall be made to have them available online for viewing. Please note the agenda item number in the subject line of your written comments.
(2) Oral public comment.
- In-person: Persons wishing to address the City Council regarding items on the agenda must be present and submit their name and address (optional) to the City Clerk before the public comment section is opened for that item or before the public hearing is opened where one is required by law. Register to speak at the Speaker Kiosk prior to the meeting. - Telephone: Persons wishing to address the Council by telephone must register at santamonica.gov/public-comment no later than 5:00 p.m. the day before a meeting. Showing electronic presentation materials are not permitted when commenting by telephone.

Oral public comment from any one individual is limited to a total of 6 minutes per City Council meeting, with a maximum of 2 minutes per agenda item if speaking on multiple items. A member of the public may allocate time between items in one-minute increments up to 2 minutes and those requesting to speak on only one agendized item for the meeting may speak for up to 4 minutes on that one item. Except for noticed public hearings or quasi-judicial items, if more than 25 speakers are registered to speak during a public input section, the amount of time shall be reduced to 1 minute per speaker during that section.

Except for the author of the request, public comment on 15-items are limited to 1 minute.

Levine Act Disclosure. Pursuant to the Levine Act (Govt Code Section 84308), any party to a permit, license, contract, or other entitlement before the Council is required to disclose on the record any contribution, including aggregated contributions, of more than $500 made by the party or the party's agents within the preceding 12 months to any City official. Participants and agents are requested to make this disclosure as well. The disclosure must include the name of the party, participant, or agent, and any other person making the contribution; the name of the recipient, the amount of the contribution, and the date the contribution was made. Information regarding the Levine Act can be found here or you can contact the FPPC.

ORDER OF BUSINESS (may not be changed except by majority vote of the City Council.)

1. General Public Input
(Members of the public may address the City Council
only on items not on the agenda, but within the
subject matter jurisdiction of the City and on Special
Agenda Items.)

2. Special Agenda Items (Commendations and
Proclamations presented).

3. Public Comment for Consent Calendar and Closed
Sessions Only.

4. Consent Calendar (All items considered in one
motion unless removed by a City Councilmember for
discussion. No public comment is permitted on
second readings.)

5. Closed Sessions.

6. Public Comment on remaining Agenda Items

7. Study Session.

8. Continued Items.

9. Administrative Proceedings.

10. Ordinances:
• 1
st Reading
• 2
nd Reading (No public comment is
permitted on second readings.)

11. Staff Administrative Item.

12. Public Hearings.

13. Reports of Boards and Commissions.

14. Resolutions.

15. Written Communications (Other than
Reports of Commission and Officers.)

16. Councilmember Discussion Items.

Agendas and reports are accessible on the City's webpage at smgov.net/council/agendas. They are also available at the City Clerk's Office and in alternate formats upon request. For a free email subscription to the City Council Agendas, please contact the City Clerk’s Office at (310) 458-8211 or [email protected].

Si desea comunicarse con alguien en español, llame a nuestra oficina al (310) 458-8211 y pida hablar con Esterlina Lugo.

City of Santa Monica Generated: 10/24/2025 8:38 AM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR AND SPECIAL MEETING

CITY HALL COUNCIL CHAMBERS
1685 MAIN STREET, ROOM 250,
TUESDAY, FEBRUARY 11, 2025
MEETING BEGINS AT 5:30 PM

HOW TO PROVIDE PUBLIC COMMENT BY TELEPHONE
Persons wishing to address the City Council by telephone must register at santamonica.gov/public-comment no later than 5:00 p.m. the day before a meeting.

Donation of time and showing electronic presentation materials are not permitted when commenting by telephone.

CALL TO ORDER

PLEDGE OF ALLEGIANCE/LAND ACKNOWLEDGEMENT

ROLL CALL
City of Santa Monica Statement of Accountability (Land Acknowledgement) The City of Santa Monica is located on the land of Tovangaar. With great respect, the City acknowledges the Gabrieleño/Tongva as the First People of this ancestral and unceded territory of Kuruvungna, a village that we know as Santa Monica. We honor their elders, past and present, and the Gabrieleño descendants who are part of the Gabrieleño /Tongva tribes.

We recognize that these peoples are still here, and as settlers and kuyam (guests), we recognize our responsibility and obligation to care for their land in partnership with them.

The City of Santa Monica commits to work in partnership with the Gabrieleño/Tongva people to uplift their voices and visibility on their ancestral land.

LEVINE ACT DISCLOSURES AND ANNOUNCEMENTS/PROCEDURAL MOTIONS

1. PUBLIC INPUT

1.A. Written Comments

2. PUBLIC INPUT (ITEMS UNDER SPECIAL AGENDA ITEMS, CONSENT

CALENDAR, CLOSED SESSION ONLY)
City of Santa Monica Generated: 10/24/2025 8:38 AM Page 4

3. SPECIAL AGENDA ITEMS

3.A. Proclamation: Library Lover's Month

3.B. Commendation: David White

4. CONSENT CALENDAR
(All items will be considered and approved in one motion unless removed by a Councilmember for discussion. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents. No public discussion is permitted on ordinances for second reading and adoption.)

4.A. Award Request for Proposal to Meeder Public Funds, Inc. for NonDiscretionary Investment Advisory and Portfolio Management Services 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. Award RFP# 431 to Meeder Public Funds, Inc. for non-discretionary Investment Advisory and Portfolio Management services for the Finance Department; and

3. Authorize the City Manager to negotiate and execute an agreement with Meeder Public Funds, Inc., in an estimated amount not to exceed $510,000 for three years, with two additional one-year renewal options in the amount of $340,000, on the same terms and conditions for a total amount not to exceed $850,000 over a five-year period, with future year funding contingent on Council budget approval.

4.B. Approval of Seventh Modification to Agreement with Trapeze Software Group for Vehicle and Operator Scheduling Technology Service
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects 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 seventh modification to agreement #8928 (CCS) in an amount not to exceed $251,379 with Trapeze Software Group to extend maintenance support of the Trapeze operator and vehicle scheduling systems for the Department of Transportation for one additional year through June 30, 2026. This will result in a 14-year amended agreement with a new total amount not to exceed $3,918,370, with future year funding contingent on budget approval.

4.C. Approval of Second Modification to Agreement with Alexander's Contract Services, Inc. for Water Meter Reading Services
City of Santa Monica Generated: 10/24/2025 8:38 AM Page 5 Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the contract modification is not a project subject to the California Environmental Quality Act (CEQA); and

2. Authorize the City Manager to negotiate and execute a second modification to Agreement #12215 (CCS) in an amount of $170,000 with Alexander’s Contract Services, Inc. and to extend the term an additional 11 months for meter reading services for the Public Works Department. This will result in a five-year amended agreement with a new total amount not to exceed $780,000, with future year funding contingent on Council budget approval.

4.D. Approval of First Modification to Agreement with Herc Rentals, Inc. for Heavy Duty Vehicle Rentals
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines; and

2. Authorize the City Manager to negotiate and execute a first modification to Agreement #4823 in an amount of $200,000 with Herc Rentals, Inc. for heavy duty construction vehicle rentals for the Public Works Department. The term of the contract will remain the same and will result in a five-year amended agreement with a new total amount not to exceed $450,000, with future year funding contingent on Council budget approval.

4.E. Approval of Second Modification to Agreement with Swiftly, Ltd. for Real Time Bus Arrival Predictions and BBB Performance Analytics
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects 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 to agreement #11000 in the amount of $311,150, with Swiftly Corporation for a cloud-hosted Software as a Service (SaaS) solution for customer-focused real-time schedule information and service performance metrics for staff for the Department of Transportation. This will result in a six-year agreement with a new total amount not to exceed $1,684,454, with future year funding contingent on Council budget approval.

4.F. Approve Acceptance of Environmental Protection Agency Grant and Purchase of Four Street Sweepers for the Resource Recovery and Recycling Division - Item Pulled at the Request of Staff. 10/14/2025
Recommended Action
Staff recommends that the City Council:

City of Santa Monica Generated: 10/24/2025 8:38 AM Page 6

1. Adopt a finding of Categorical Exemption pursuant to Section 15302 (Replacement or Reconstruction) of the California Environmental Quality Act (CEQA) guidelines;

2. Authorize the City Manager to accept a grant awarded in the amount of $945,000 from the United States Environmental Protection Agency for the Clean Heavy-Duty Vehicles Grant Program for the City of Santa Monica Street Sweeper Replacement Project in the Public Works Department, and to accept all grant renewals;

3. Authorize the City Manager to execute all necessary documents to accept the grant, all grant renewals, and modifications;

4. Authorize the Procurement Manager to issue a purchase order with Municipal Maintenance Equipment (“MME”), a California-based company, for the purchase of three Ravo Electric R5-eSeries sweepers for the Public Works Department, Resource Recovery and Recycling Division.

This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $2,428,833;

5. Authorize the Procurement Manager to issue a purchase order with Tymco Equipment Company for the purchase of one Tymco Model 600 sweeper for the Public Works Department, Resource Recovery and Recycling Division. This recommended award is made as an exception to the competitive bidding process pursuant to Section 2.24.250 (c) and is for a total amount not to exceed $330,000 with future year funding contingent on Council budget approval; and

6. Authorize budget amendment as outlined in the Financial Impacts & Budget Actions section of this report (requires 5 votes).

4.G. Second Reading and Adoption of an Ordinance of the City Council of the City of Santa Monica Creating Santa Monica Municipal Code Section 3.36.300 to Establish a Department of Transportation Prohibition Order Program as Authorized by Public Utilities Code Sections 99171 and 99172 Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.H. Second Reading and Adoption of an Ordinance Amending Santa Monica Municipal Code Section 2.32.020 Concerning Use of the City Seal and Other City Symbols
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance. . SPECIAL MEETING OF THE REDEVELOPMENT SUCCESSOR AGENCY . ROLL CALL

4.I. Approve City's Updated Investment Policy and Extend the Delegation of Investment Authority
City of Santa Monica Generated: 10/24/2025 8:38 AM Page 7 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. Review and approve the City’s revised Investment Policy.

3. Extend the delegation of investment authority to the Director of Finance, as City Treasurer, from March 1, 2025 through February 28, 2026.

Staff also recommends that the Redevelopment Successor Agency Governing Board:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15061(b)(3) (Common Sense Exception) of the California Environmental Quality Act (CEQA) Guidelines.

2. Review and approve the City Investment Policy for Redevelopment Successor Agency Investments.

3. Extend investment authority to the Treasurer of the Redevelopment Successor Agency, from March 1, 2025 through February 28, 2026.

4.J. Approval of Minutes for Redevelopment Successor Agency Meeting - New Item Received. 10/10/2025
Recommended Action
Staff recommends that the Redevelopment Successor Agency approve the minutes of the December 17, 2024 meeting.
. ADJOURNMENT OF SPECIAL MEETING

5. CLOSED SESSIONS

5.A. Public employee performance evaluation - Gov. Code § 54957(b): City Attorney; conference with labor negotiator - Gov. Code § 54957.6: City negotiator: Mayor; unrepresented employee: City Attorney. - New Item Received. 10/10/2025

5.B. Conference with labor negotiator – Gov. Code § 54957.6: agency designated representatives: City Manager David White, Interim City Manager Elaine Polachek, Human Resources Director Dana Brown, and Human Resources Manager Sarah Rebensdorf; bargaining units: Administrative Team Associates (ATA), AFSCME Local 4819 - Management Team Association (MTA), California Teamsters Local 911 (IBT), Municipal Employees Association (MEA), Public Attorney’s Legal Support Staff Union (PALSSU), Public Attorney’s Union (PAU), Santa Monica Fire Executive Management Association (FEMA), Santa Monica Firefighters Local 1109 (LOCAL 1109), Police Officers Association (POA), Supervisory Team Association (STA) and SMART TD - International Association of Sheet Metal, Air, Rail, and Transportation WorkersTransportation Division, Local 1785 (SMART TD) - New Item Received. 10/10/2025
The following is the order of business for items to be heard no earlier than 7:00 p.m.

City of Santa Monica Generated: 10/24/2025 8:38 AM Page 8

CITY MANAGER REPORT

TRAVEL ANNOUNCEMENT AND MAYOR'S HIGHLIGHT

6. PUBLIC INPUT ON REMAINING AGENDA ITEMS
. Public Input for 12-Items will be heard at the time when the Public Hearing is called.

7. STUDY SESSION

7.A. Reparations Study Session
Recommended Action
Staff recommends that Council provide direction on the key areas of focus for a City Reparations & Landback Program to study the historical harms done to Santa Monica’s marginalized communities and provide recommendations on how to address those harms.

8. CONTINUED ITEMS
No items

9. ADMINISTRATIVE PROCEEDINGS
No items

10. ORDINANCES
(Public comment is permitted on ordinances for introduction and first reading. No public discussion is permitted on ordinances for second reading and adoption. In accordance with Charter section 615, the adoption of all ordinances and resolutions shall be by reading of title only unless a Councilmember present dissents.)
No items

11. STAFF ADMINISTRATIVE ITEMS
No items

12. PUBLIC HEARINGS

12.A. Adoption of Amended Safety Element of City’s General Plan; Introduction and First Reading of Ordinances to Require Environmental Site Assessments for Multiple-Unit Dwellings in Nonresidential Zoning Districts and to Designate City Hall East as an Essential Facility for Consistency with the Amended Safety Element - (CONTINUED FROM JANUARY 28, 2025) - New Item Received. 10/10/2025
City of Santa Monica Generated: 10/24/2025 8:38 AM Page 9 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) and a finding of Categorical Exemption pursuant to Section 15308 of the California Environmental Quality Act (CEQA) Guidelines;

2. Adopt Resolution to Adopt an Amended Safety Element of the City’s General Plan;

3. Introduce for First Reading an Ordinance Amending the Text of Section

9.31.195 of the Zoning Ordinance for Consistency with the Amended Safety Element; and

4. Introduce for First Reading an Ordinance Amending the Text of Section

8.12.040 of the Building Code for Consistency with the Amended Safety Element.

13. REPORTS OF BOARDS AND COMMISSIONS

13.A. Landmarks Commission Recommendations to Create a Framework for Social Justice/Equity in Preservation

14. RESOLUTIONS

14.A. Adoption of a Resolution Adopting a Policy Regarding Acceptance of Gifts by Councilmembers
Recommended Action
Staff recommends the City Council adopt the Resolution adopting a policy regarding acceptance of gifts by Councilmembers.

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items

16. COUNCILMEMBER DISCUSSION ITEMS

16.A. Appointment to one unscheduled vacancy on the Human Services Commission for a term ending on June 30, 2027. (CONTINUED FROM 1/28/2025) - New Item Received. 10/10/2025

16.B. Appointment to one unscheduled vacancy on the Personnel Board for a term ending on June 30, 2026. (CONTINUED FROM 1/28/2025) - New Item Received. 10/10/2025

16.C. Appointment to one unscheduled vacancy on the Public Safety Reform and Oversight Commission for a term ending on June 30, 2027. (CONTINUED FROM 1/28/2025) - New Item Received. 10/10/2025
City of Santa Monica Generated: 10/24/2025 8:38 AM Page 10

16.D. Appointment to one unscheduled vacancy on the Recreation and Parks Commission for a term ending on June 30, 2026. (CONTINUED FROM 1/28/2025) - New Item Received. 10/10/2025

16.E. Appointment to one unscheduled vacancy on the Santa Monica Pier Corporation for a term ending on June 30, 2026. (CONTINUED FROM 1/28/2025) - New Item Received. 10/10/2025

16.F. Appointment to one unscheduled vacancy on the Santa Monica Travel and Tourism, Inc. for a term ending on June 30, 2026. (CONTINUED FROM 1/28/2025) - New Item Received. 10/10/2025

16.G. Recommendation to accept Edward Scott's resignation from the Architectural Review Board and authorize the City Clerk to publish the vacancy - New Item Received. 10/10/2025

16.H. Recommendation to accept Luis Barrera Castañón's resignation Human Services Commission and authorize the City Clerk to publish the vacancy - New Item Received. 10/10/2025

16.I. Request of Councilmembers Hall and Zernitskaya that in order to reaffirm our commitment to efficient and safe public transit, safe streets, and efforts to increase BBB ridership and reduce unnecessary delays, the Council direct the City Manager and Department of Transportation to explore implementing Yield Right-of-Way Signage for Big Blue Bus as authorized pursuant to Assembly Bill 1904 and direct the City Attorney to draft a resolution as required by Assembly Bill 1904 to implement such yield right-of-way signage program for BBB. - New Item Received. 10/10/2025

16.J. Establish and appoint a temporary ad hoc Council committee for the City Manager recruitment process. - New Item Received. 10/10/2025

16.K. Request of Councilmembers Torosis, Hall and Raskin to Strengthen Tenant Protections: Moving Forward with a Rent Registry and Funding Its Implementation in the Upcoming Biennial Budget - New Item Received. 10/10/2025
City of Santa Monica Generated: 10/24/2025 8:38 AM Page 11

16.L. Request of Councilmember Zwick, Mayor Negrete, and Mayor Pro Tem Torosis that the City Council direct the City Manager and City Attorney to expedite the issuance of Building Permits in Santa Monica without reducing building integrity and still adhering to life and safety requirements through the development of a Voluntary Self-Certification Pilot Program for non-structural commercial tenant improvements, single-family home improvements, and accessory dwelling units. The Self-Certification Program shall allow Licensed Professionals who agree to self-certify that building plans are compliant with all California codes and local ordinances to bypass the normal plan review process and get approval for permits in one to five business days, facilitating our city’s economic recovery and reducing the workload on plan check professionals, allowing them to focus on the more complex projects that require their attention. City staff shall return to City Council with recommendations for program design and implementation within six months. - New Item Received. 10/10/2025

16.M. Request of Councilmembers Zwick and Raskin that the City Council direct the City Manager and City Attorney to adjust the Administrative Approval criteria for housing projects within the Bergamot Area Plan (BAP) and present them for Council consideration and adoption at the April 22 meeting. Specifically, to ensure that housing projects are feasible, street and pathway requirements shall be limited to those envisioned in the BAP (p. 207) and interpreted liberally in favor of ensuring the production of new housing, their exact location shall be flexible so as to avoid bisecting parcels and limiting site feasibility, they shall be credited towards the 14% open space requirement at a ratio of 1.5:1, and subject to staff discretion for sites under 2 acres. - New Item Received. 10/10/2025

16.N. Request of Councilmembers Zwick and Zernitskaya that the City Council direct the City Manager and City Attorney to prepare an ordinance granting all development, land use, or subdivision applications as allowed by applicable State law (including any such applications granted on appeal) that were approved prior to January 6, 2025 an extension of two years beyond their current expiration dates and all complete building permit applications submitted or issued prior to January 6, 2025 an extension of one year beyond their current expiration dates (including dates to start and complete work), provided that applicant attests project will comply with current code. For approved Development Agreement projects that are not yet under construction, provide an administrative pathway for the applicants to opt in to this two-year extension to the building permit issuance date as a subsequent code change that developer can elect to consent to in writing. - New Item Received. 10/10/2025

ADJOURNMENT

17. Staff Reports
Agendas and reports are accessible on the City's webpage at www.smgov.net/council/agendas. They are also available at the City Clerk's Office and in City of Santa Monica Generated: 10/24/2025 8:38 AM Page 12 alternate formats upon request. For a free email subscription to the City Council Agendas, please contact the City Clerk’s Office at (310) 458-8211 or [email protected].

Members of the public unable to attend a meeting but wishing to comment on an item(s) listed on the agenda may submit written comments prior to the meeting by meeting by mailing them to: City Clerk, 1685 Main Street, Santa Monica, CA 90401 or to [email protected]. Written comments received from the public by 12 PM on the day of the City Council meeting will be distributed to the City Council prior to the meeting and posted online. Members of the public who submit written public comment on an agenda item may be subject to the Levine Act which requires disclosure of campaign contributions of more than $500 to an officer of the City within the preceding 12 months.

City Hall and the Council Chambers are wheelchair accessible. If you require any special disability related accommodations to either attend or provide public testimony at a Council meeting (i.e. sign language interpreting, access to an amplified sound system, remote option, etc.), please contact the City Clerk’s Office at (310) 458-8211 or TDD: (310) 917- 6626 or via email at [email protected] at least 72 hours prior to the scheduled meeting. Best efforts shall be made to accommodate requests received after the 72-hour deadline. In the case of special meetings, requests should be submitted as early as possible, but no later than noon the day of the special Council meeting.

Si desea comunicarse con alguien en español, llame a nuestra oficina al (310) 458-8211 y pida hablar con Esterlina Lugo.

Santa Monica Blue Bus Lines #1, #2, #3, #5, #9 and the EXPO Line serve City Hall.

Parking is available on Main Street, on Olympic Drive, and in the Civic Center Parking Structure (validation free).

City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 1.A
1 of 1
To: Mayor and City Council
From: Nikima Newsome, City Clerk, Records and Election Services Department Subject: Written Comments
Prepared By: Esterlina Lugo, Deputy City Clerk
Approved Forwarded to Council
Attachments:

A. Written Comments

1.A
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Attachment: Written Comments [Revision 1] (6893 : Written Comments)

SHORELINE AT MONTANA AVE
MONDAY, FEBRUARY 10 , 2025
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 1 David Yakobson
From: Bea Nemlaha <[email protected]>
Sent: Tuesday, February 11, 2025 10:42 AM
To: councilmtgitems; Lana Negrete; Caroline Torosis; Jesse Zwick; Ellis Raskin; Dan Hall; Barry Snell; Natalya Zernitskaya
Subject: Agenda Item 1, Public Comment: Santa Monica Civic Negotiations with RPG

EXTERNAL
Honorable Mayor, Mayor Pro Tem, Council Members, City Manager, City Attorney, and Community Development StaƯ,
You are a new Council with many exciting opportunities ahead, but also sometimes diƯicult policy and economic decisions to make.

Restoration and re-opening of the Civic Auditorium in partnership with RPG should not be a diƯicult decision. A revitalized Civic is a promising, long-term future investment for the City, both for strengthening its reputation in music and the arts as a destination for visitors, and for the City’s financial stability. The rewards are huge.

Residents are eager to see progress. But take whatever careful attention and time is needed for the strongest possible partnership with RPG. ENA negotiations are just the first step. Stay the course. The community will be behind you every step of the way until opening night.

Bea Nemlaha
Ocean Park
Item 1
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1.A.a
Packet Pg. 22
Attachment: Written Comments [Revision 1] (6893 : Written Comments) 1 David Yakobson
From: Zoe <[email protected]>
Sent: Monday, February 10, 2025 10:37 PM
To: Lana Negrete
Cc: Douglas Sloan; Josh Kurpies; Lisa Parson; [email protected]; Ramon Batista; David Gardinier; Darrick Jacob; Brigette Garay; Edgar Sernas; Autumn M. Rindels; Caroline Torosis; Everth Gonzalez; Daniel Mick; Maurice Cochee; Daniel J. Costello; Jesse Zwick; Ellis Raskin; Natalya Zernitskaya; Barry Snell; Dan Hall; Clerk Mailbox; councilmtgitems
Subject: Re: Business Licensed Operation in Violation of Short Term Rent Share Ordinance and More...

EXTERNAL
Ms. Negrete,
I just learned that this is not an isolated case. Debbie Paperman sued Sean Besser for housing her in an illegal rental unit despite being told by the city of Santa Monica that he was not legally allowed to do so. The place was also not well maintained over the time she lived there. You can check out her lawsuit. It's public record.... 20SMC00343.

Tonight at the OPA meeting at the Ocean park branch of the Santa Monica Public library it became obvious why he is untouchable. He is still the president of OPA and part of the lcan from the political operative that was a former City Council member. This is a sort of pay to play Monopoly play where they get away from jail cards if there is a political connection of influence. Here is the Board of Directors Bio in the OPA website:
"In addition to serving as president, Sean is responsible for publishing our twice weekly "OPA Update" newsletter.

He has chaired our Main Street Task Force for two years and Chaired the 2021 Sharing an Open Main Street series.

He is a community liaison for the Main Street Business Improvement Association (MSBIA), which is responsible for dealing with issues regarding Main Street and the Farmers Market. He has also Chaired the Communications Committee that produces our OPA Update e-newsletter, our social activity and website. Beyond OPA, Sean is a member of the Santa Monica Travel & Tourism Board Experience Management Plan (EMP) Committee.

Sean has lived in Santa Monica for more than 20 years, the past 10 of them in Ocean Park. He is passionate about fostering a sense of community and striking a healthy balance between maintaining its beach town feel, keeping it safe and welcoming, encouraging diversity and openness, while evolving into the 21st Century. His top priorities on the OPA board are driving more community engagement, making Ocean Park more pedestrian/biking friendly, helping local Main St. businesses thrive, addressing homelessness, improving safety, and managing our relationship with city officials to make sure Ocean Park's unique needs and concerns are recognized." Councilmember Ellis Raskin was at the meeting tonight and talked about the multiple lawsuits that have made a serious dent on the city coffers. Yet the negligence continues exposing the city to more litigation.

This is reckless. No other word for it.

On Mon, Feb 10, 2025 at 4:55 PM Zoe <[email protected]> wrote:

Ms. Negrete,
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 2 Congratulations on your first Anniversary. You are teaching us all what courage looks like. You definitely inspire me and many other women in our city.

I would like to bring to your attention a conflict of interest in the way the City of Santa Monica executes the Business License Permits. Please discuss with the rest of the Council Santa Monica Beach CoLiving application for residential property lessor. According to City records the business began on October 1, 2022.

The property does not have any disability access requirements, and does not comply with federal construction -related accessibility requirements. Federal and State legal requirements for ADA ACT of 1990 are not in compliance.

As you might remember we discussed the issue of disabilities during your Mocha with the mayor event last December at Starbucks in front of the Santa Monica Courthouse, you have shared that the city staff is working on it in its Citiwide Equity Plan.

Why this particular individual (Sean Besser) who is the former President of the OPA Neighborhood Association breaks the law with impunity without any consequence. His wife came to the unit unannounced months ago, when I asked her to identify herself she refused to do so. As I followed her to her vehicle she called me trash. She returned to the building once again, trespassed the unit, was asked to leave and said she was not who she is (Robyn Haas Besser). I brought this to the attention of The City Attorney and the City Manager on December 20, 2024. See attachments.

It is evident that the law works differently for people of color in Santa Monica. I was arrested for entering my apartment on 500 California Avenuene Unit 12 back in 2011. Back in 2015 Fay Wells suffered the same trauma as I did. It became national News. Why has Robyn Haas Besser not been arrested and prosecuted for trespassing? She is white, belongs to the dominant race in the city and gets a pass. The discrimination is obscene. That is why the mural in City Hall is an affront to the democratic values that some of the City Council members publicly profess. It is colonialism at its best.

On another note, a former resident of the building from France that was renting a short term unit in the building, sent me a message on Friday that Sean Beser and his wife are trying to scam him.

Charging him ridiculous extra fees. They are saying that for three months that he rented they never received rent. Three weeks after he moved out they claim they never received the rentand are asking him for an extra $2,000.00 in "late fees". His name is Maël Ravassard. Sean Besser is taking advantage of him because the resident is young and lives in another country.

This needs to STOP. I am asking the City Clerk to add this email to the agenda for tomorrow's City Council Meeting.

Zoё Muntaner
“Do you have the patience to wait till your mud settles and the water is clear?"- Tao Te Ching IMPORTANT WARNING: This email (and any attachments) is only intended for the use of the person or entity to which it is addressed to and may contain privileged and confidential information. You, the recipient, are obligated to maintain it safely, securely, and confidentially.

Unauthorized re-disclosure or failure to maintain confidentiality may subject you to federal and state penalties. If you are not the intended recipient, please immediately notify me by return email and delete this message from your computer.

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Zoё Muntaner
“Do you have the patience to wait till your mud settles and the water is clear?"- Tao Te Ching IMPORTANT WARNING: This email (and any attachments) is only intended for the use of the person or entity to which it is addressed to and may contain privileged and confidential information. You, the recipient, are obligated to maintain it safely, securely, and confidentially.

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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 1 David Yakobson
From: Kelli Kirkle <[email protected]>
Sent: Tuesday, February 11, 2025 11:46 AM
To: councilmtgitems
Subject: An Essential City Resource

EXTERNAL
Hi,
I'm writing today to emphasize the importance of our city having an airport. With the recent wildfires, we finally had an opportunity to highlight how important an airport is to our community. Supporters of the airport said repeatedly that its use was vital during emergencies, and the fires gave us a chance to see how grateful we should be to have this resource.

I voted every chance I could to save the airport. I live in the airport neighborhood and am proud to support the airport. It’s inexplicable to me that it’s being driven out of our city when it was specifically designed to stay an airport. Please use this disaster as an eye-opener to see how necessary our airport is.

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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 2 David Yakobson
From: Justin <[email protected]>
Sent: Tuesday, February 11, 2025 11:43 AM
To: councilmtgitems
Subject: Santa Monica Airport on Agenda

EXTERNAL
Good afternoon,
I want to voice my concern and opinion that the Santa Monica Airport is a critical piece of local infrastructure that should remain in place. Please consider my following points:

1. The airport is a historic landmark for aviation. Removing the airport will decrease the diversity of aviators who visit the airport.

2. The airport is critical for local transportation and disaster response as seen during the Palisades fire.

3. The airport can have potential to attract tourism and generate its own revenue.

4. Any potential site replacement to include shopping centers, housing, or park space will not add value to the community, and will have the potential to increase crime and the homeless problem in the area.

5. The city has not explored ways to utilize the airport to generate revenue to include community events, air shows, etc.

6. The airport is the first airport for aviators travelling route 66 from the air, removing the airport will decrease tourist revenue. Personally, other than the Santa Monica Pier, I have no other reason to travel to or through the Santa Monica Airport.

Thank you,
-Justin Ducut
323-333-8713
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 3 David Yakobson
From: John Alle <[email protected]>
Sent: Tuesday, February 11, 2025 10:45 AM
To: The Santa Monica Coalition Organizer
Cc: John Alle
Subject: Your Thoughts?

EXTERNAL
The Santa Monica Coalition continues to document the 15 to 20 homeless encampments on our beach, adjacent to hotels, in our parks, residential carports, near the Metro and in dumpsters alongside the 3rd Street Promenade.

Many of the transients are armed. Those who pass out are themselves frequent victims of crime. Nonprofits generously funded by Santa Monica are not spending their money wisely. The Santa Monica Coalition has not yet taken a position on this ordinance in Fremont. What are your thoughts? Insta
https://www.instagram.com/reel/DF8TpQVCbnU/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/mVfm9ZOd4Ws
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 4 David Yakobson
From: Neal Bharadwaj <[email protected]>
Sent: Tuesday, February 11, 2025 9:58 AM
To: councilmtgitems
Subject: KSMo

EXTERNAL
Santa Monica Airport is an essential piece of infrastructure for emergency and disaster relief. Having the airport available for the Palisades fire saved our neighborhood from burning down! What will happen if a major earthquake destroys 405 or the 10? Or a fire overtakes and closes 405? The fires approached the highways multiple times, just last month! How would we get necessary emergency/disaster relief quickly to West LA and surrounding areas? Thank you,
Neal-Resident of West LA/Brentwood
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 1 Edgar Sernas
From: Peter DiChellis <[email protected]>
Sent: Friday, February 7, 2025 2:23 PM
To: councilmtgitems
Subject: Item 1: Public Comment

EXTERNAL
Following tragic deaths and injuries to bicyclists and pedestrians in Santa Monica, many are jusƟfiably calling for “safer streets” here.

Unfortunately, in its zeal in to make Santa Monica "bikeable" and "walkable" our city envisions only one-sided soluƟons that falsely blame drivers for all ills.

But Santa Monica Department of TransportaƟon data show bicyclists nearly equally at fault in serious crashes, while they receive safety violaƟon citaƟons far less oŌen.

Meanwhile, recent pedestrian vicƟms include a homeless individual pushing a cart down Lincoln Boulevard in 1 a.m. darkness and another lying down on Wilshire Boulevard at night.

Opinion: “Enforce Traffic Laws for Bicyclists,” Santa Monica Lookout, February 6, 2025 hƩps://urldefense.com/v3/__hƩps://www.surfsantamonica.com/ssm_site/the_lookout/leƩers/LeƩers2025/02_06_2025_LETTERS_Enforce_Traffic_Laws_for_Bicyclists.html__;!!OfuUnHCITYtmmjM!qc5EeGM7M4MaFqCG6 mPuM2B0GYRJZ74VBQP0SWp6yzaoKLjaflH8OTwcJDn2-VT2H0C1QioB2ok1WEoI4WifPgyspgJdpQw$ Peter DiChellis
Santa Monica
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) 2 On another note, a former resident of the building from France that was renting a short term unit in the building, sent me a message on Friday that Sean Beser and his wife are trying to scam him.

This needs to STOP. I am asking the City Clerk to add this email to the agenda for tomorrow's City Council Meeting.

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Attachment: Written Comments [Revision 1] (6893 : Written Comments) Gmail - Second Class Citizen-Trespass Consequences-Citywide Equity 2/10/25, 4:28 PM https://mail.google.com/mail/u/0/?ik=3b31a130d8&view=pt&search=…gid=msg-a:r3913691289678380066&simpl=msg-a:r3913691289678380066 Page 1 of 1 Zoë Muntaner <[email protected]>
Second Class Citizen-Trespass Consequences-Citywide Equity Zoe <[email protected]> Fri, Dec 20, 2024 at 1:08 PM
To: [email protected], David White <[email protected]>, [email protected] Cc: [email protected], [email protected], [email protected] Folks,
I forgot to add something critical to consider. The entitlement of a former employee from the Santa Monica Government, Eric Uller, cost the city millions of dollars for not being investigated after decades of coverup. I read Lisa Parsons's Justice, Equity & Diversity: Equity and Inclusion Officers implement projects in 2024 press release, published on December 6, 2024.

It would be an embarrassment of epic proportions if the City chooses to ignore arresting and filing charges against Samantha Robyn Hass Besser and treating her the same way I was treated in 2011, when I was wrongly accused of trespassing in my apartment, because Pat Cramer the owner of the property at 500 California Avenue Unit 12 has connections with the city as is part of the entrenched political power that runs the city. I would like to mention including mugshot and publishing it in the Santa Monica Daily Press Crime Section despite Besser being a contributor:
"Stay informed about public safety in Santa Monica through our responsible crime reporting coverage. We provide timely updates on significant incidents, police activity, and community safety initiatives in partnership with the Santa Monica Police Department. Our balanced reporting includes crime statistics, safety alerts, neighborhood watch updates, and positive community policing efforts. Follow important developments in public safety, crime prevention programs, and law enforcement initiatives that affect our community. Whether tracking local safety trends or staying informed about your neighborhood, rely on Santa Monica Daily Press for accurate, contextualized coverage of public safety matters."
Is Sean Besser an official employee of the Santa Monica government? He is using the logo of the city of Santa Monica Government in his LinkedIn Profile.

Kindly reply; thank you.
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) Gmail - Second Class Citizen-Trespass Consequences-Citywide Equity 2/10/25, 4:27 PM https://mail.google.com/mail/u/0/?ik=3b31a130d8&view=pt&search=a…gid=msg-a:r-741831987304888225&simpl=msg-a:r-741831987304888225 Page 1 of 3 Zoë Muntaner <[email protected]>
Second Class Citizen-Trespass Consequences-Citywide Equity Zoe <[email protected]> Fri, Dec 20, 2024 at 10:17 AM To: [email protected], David White <[email protected]>, [email protected] Cc: [email protected], [email protected], [email protected] Dear Mr. Sloan & Mr White,
After my remarks during public comment on Tuesday's Santa Monica City Council meeting. I want to bring an example supporting my short speech that myst be addressed today.

Two days ago, I found a stranger in my apartment living room. While I was writing in my bedroom, she entered the unit, apparently knowing the combination code of the door. I asked her what she was doing in the unit and asked her to identify herself several times. The entitlement of her behavior prompted me to ask her to leave the apartment. I was confused and shaken because the night before, a box addressed to a neighbor was in the living room and disappeared the following morning. Since I reported the property to the City Attorney, Rent Control, and Code Enforcement for running an illegal short-term rental, there has been escalating harassment that has not been addressed by the Santa Monica City Attorney's Consumer Protection Unit.

The woman defiantly told me to call the police, as if she was entitled to do whatever she wished in the apartment and she would not face any consequences. She is white, blonde, and blue-eyed. After closing the door, I decided to go outside and see the car she was driving to identify her for a trespass call to the Santa Monica Police Department. I followed the woman to her car and she called me trash. Immediately, I messaged Sean Besser to let him know an unauthorized person was in the apartment and the exchange that took place with the female trespasser. The woman returned one more time and entered the unit and again I asked her to identify herself. I noticed a resemblance to Sean Besser's wife in Facebook pictures, so I asked her if she was Besser's wife. She said no that she was not Bersser's wife and left holding a bundle of 5 towels she was using to dry the floors of water from a refrigeration issue reported earlier to Maureen Morris.

It seems that multiple people have the combination code of the door, I told Besser that I will be changing the lock and putting cameras inside the unit for my safety. I called the police and they said they would send someone but I never heard them knocking on the door. I locked myself in my bedroom and went to sleep. I had nightmares all night and was awake at 4:00 Am. and was able to go back to sleep at 6:00 AM, and the nightmares continued. A flare-up of PTSD is common when I do not feel safe. Last night I did some research and found her image on Sean Besser's Facebook page. She is his wife indeed. I texted Besser several images to question why his wife was in the unit and why she denied it while being recorded that she was his wife.

Besser claims in his LinkedIn profile (attached) that he works in the Santa Monica Government as a Community Leader, perhaps that is why he believes he can get away with this type of violation. I sent an image to Brigitte Garay, who wrote to me last week she was doing an investigation of the previous harassment complaint. She has not returned my message.

Last Friday, I spoke to Deputy Chief Daniel Jacobs about the SMPD role in Tenant/Property Owner disputes. Jacobs minimized it as a civil issue with no criminal implications. However, trespass is a criminal offense that I am familiar with because in 2011 the SMPD was called by the manager of the building where I was living (500 California Avenue) and the police showed up immediately to arrest me. The City Attorney at the time filed charges and took me to court. the case was dismissed when my Public Defender showed the evidence that I was allowed to be in the unit since I was a legal renter. Perhaps you are familiar with the 2015 Fay Wells case, which also supports the remarks of last Tuesday's public comment at City Council Chambers:
"Santa Monica Police Department had dispatched 19 officers after one of my neighbors reported a burglary at my Item 1
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Attachment: Written Comments [Revision 1] (6893 : Written Comments) City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 3.A
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To: Mayor and City Council
From: Nikima Newsome, City Clerk, Special Agenda Items
Subject: Proclamation: Library Lover's Month
Prepared By: Kennisha Williams, Administrative Staff Assistant Approved Forwarded to Council

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City Council Meeting: February 11, 2025
Agenda Item: 3.B
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From: Nikima Newsome, City Clerk, City Manager's Office Subject: Commendation: David White
Prepared By: Sergio Ramirez, Chief of Staff
Approved Forwarded to Council

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City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 4.A
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To: Mayor and City Council
From: Oscar Santiago, Director, Finance Department
Subject: Award Request for Proposal to Meeder Public Funds, Inc. for NonDiscretionary Investment Advisory and Portfolio Management Services 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. Award RFP# 431 to Meeder Public Funds, Inc. for non-discretionary Investment Advisory and Portfolio Management services for the Finance Department; and

Summary
It is the City’s policy to invest public funds in a manner that will safely preserve portfolio principal, provide adequate liquidity to meet the City’s cash flow needs, and optimize returns while conforming to all federal, state, and local statutes governing the investment of public funds.  The effort involved in managing the investment portfolio requires investment expertise and continuous monitoring. Historically, the investment functions were managed in-house on a best-effort basis. With recent staffing changes, the opportunity arose to further enhance the City's investment portfolio to optimize returns. Therefore, staff recommends contracting for non-discretionary investment advisory and portfolio management services with Meeder Public Funds, Inc. (Meeder).

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Under a non-discretionary arrangement, Meeder must obtain approval from the City Treasurer before executing any trade and all activity must comply with the guidelines of the City’s investment policy, investment objectives and governing laws to ensure appropriate financial controls are in place. By implementing this strategy, staff anticipates improved portfolio performance through economies of scale, reduced administrative burden and costs, and enhanced compliance and risk management.

Since 1992, the City has employed an investment management services strategy to manage the Cemetery and Mausoleum Perpetual Care Funds.

Discussion
The City invests in accordance with its Investment Policy (Attachment A) and State of California law.  The City’s investments portfolio includes federal agency securities, medium term corporate notes, treasury securities, commercial paper, and municipal bonds.  Additionally, a certain balance is also maintained in the State of California Local Agency Investment Fund (LAIF), which is managed by the State Treasurer’s Office.   All securities owned by the City are held in safekeeping by the City’s custodial bank, acting as an agent for the City.  The City may utilize the services of an investment advisor. The advisor must be registered with the Securities and Exchange Commission (SEC) and shall maintain a list of authorized broker-dealers and complete the appropriate due diligence in working with broker-dealers as required by the SEC.

For more than 30 years, the City’s investment functions were handled by the Assistant City Treasurer (ACT), until 2023 when the person retired. With the retirement of the ACT in 2023, the retirement of his replacement in 2024, there was a short time frame for knowledge transfer, the City lost the specialized expertise for managing investments.

Since then, staff has been managing investments with some assistance from our current brokers. Substantial staff time and resources are required in managing this function to ensure compliance with state regulations, maintain liquidity, and maximize returns. As financial markets become increasingly complex, the City faces challenges in effectively managing risk and optimizing investment opportunities within its policy

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framework. The practice of managing investment functions in-house is less common these days, as a majority of cities use professional investment managers.

Additionally, the scope of responsibilities of the former position that administered the City’s investments have been realigned to focus on managing core revenue and taxrelated operational responsibilities rather than time-intensive investment monitoring and compliance tasks. With the realignment, staff identified the opportunity to implement a new strategy for managing investments, which would result in:

1. Improved Portfolio Performance and Optimization of Liquidity:
• Professional investment managers have access to sophisticated financial tools, a large pool of brokers-dealers, and market insights, leading to higher returns compared to internally managed portfolios.
• Through the RFP process, staff discovered that professionally managed municipal funds often achieve returns exceeding self-managed portfolios by

0.10% to 0.25%, which can translate to significant revenue over time. • The investment strategy would be optimized to better align with the City’s cash flow needs, reducing unnecessary liquidity costs while ensuring sufficient access to funds when needed.

2. Reduced Administrative Costs:
• Using an investment manager would enable staff to focus on core operational responsibilities rather than time-intensive tasks.
• There would be reduced need for additional training and specialized software.

Also, the City would save approximately $46,000 annually in software costs which would no longer be needed.

3. Enhanced Compliance and Risk Management:

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• The investment manager would ensure adherence to all applicable state laws and internal policies, mitigating potential audit risks and penalties associated with non-compliance.

4. Economies of Scale and Fee Efficiency:
• The investment manager would achieve economies of scale to access lower transaction fees and better investment opportunities. Staff anticipates that the cost of hiring an investment manager would be entirely offset by improved investment returns and operational savings.

Vendor Selection
Bidder Recommendation
Best Qualified Firm Best Qualified Firm
Evaluation Criteria Experience/Qualifications, Experience working with public agencies in California, Project Methodology, Stability/References, Presentation and Cost.

Municipal Code SMMC 2.24.190
RFPs Received
Chandler Asset
Management, Inc. Garcia Hamilton & Associates, L.P. Insight Investment Meeder Public Funds, Inc. Mesirow
PFM Asset Management – A
division of US Bancorp Asset
Management, Inc.

RFP Data
Posted On Posted On Advertised In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
9/25/2024 City's Online
Bidding Site Santa Monica Daily Press 36 11/13/2024
Justification to Award
The evaluation process was conducted by an Evaluation Committee, comprised of subject matter experts and consisted of a two (2) phase process. The first phase identified proposals technically qualified to perform the work excluding price. The Evaluation Committee then determined the shortlist of proposers in accordance with the evaluation criteria. In the second phase, the Evaluation Committee selected the two (2) highest ranking proposals from the shortlisted proposals and included the evaluation of price. The two highest ranking proposals were invited to a virtual interview with the Evaluation Committee. Based on the evaluation criteria, staff recommends Meeder Public Funds, Inc. as the best qualified firm to provide investment advisory and portfolio management services due to the firm’s area of expertise; experience with public agencies such as City of Los Angeles, City of Redondo Beach, City of Anaheim and City of Irvine; project methodology; price of management fees; and references.

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As is standard practice, investment management services fees are calculated based on a percentage of the value of the funds under management, which fluctuate based on the value of the assets. Meeder’s proposed fee is structured on tiered percentage of the market value of the investment portfolio (0.0325% for first $250M, 0.0225% for next $250M and 0.0215% for above $500M). The contract amount is estimated on an investable portfolio value of $650 million. The fees are anticipated to be approximately $170,000 annually, subject to change based on the fluctuating value of the portfolio.

Environmental Review
The award contract is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines, 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 award contract would provide an administrative service to the City for investment management services. Therefore, it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to award an agreement with Meeder for non-discretionary Investment Advisory and Portfolio Management services.

Agreement Request
FY 2024-25
Request Amount Department Account # Future Years Amount Total Contract
Amount
$85,000 01300005.534000.92308 $765,000 $850,000
Future year funding is contingent on Council budget approval.

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Prepared By: Adriana Franco, Principal Administrative Analyst Approved Forwarded to Council
Attachments:

A. Attachment A - Annual Update on City Investment Policy (2025) B. Oaks Initiative Form - Meeder Public Funds
C. Living Wage Certification - Meeder Public Funds
D. Levine Act Disclosure Form - Meeder Public Funds

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1 *Revised 2/2025
ATTACHMENT 1

INVESTMENT POLICY FOR THE CITY OF SANTA MONICA

1. POLICY
It is the policy of the City of Santa Monica (City) to invest public funds in a manner which will safely preserve portfolio principal, provide adequate liquidity to meet the City’s cash flow needs, and optimize returns while conforming to all federal, state, and local statutes governing the investment of public funds. Should any applicable provisions of these statutes change from those included herein, such provision shall be considered incorporated in the policy. The policy should be submitted to the City Council annually for review and approval.

2. SCOPE
This investment policy applies to all cash and financial investments of the various funds of the City of Santa Monica as identified in the City's Annual Financial Report, with the exception of those financial assets explicitly excluded from coverage by the Investment Policy for legal or operational reasons. Cemetery and Mausoleum Perpetual Care Funds are private funds held in trust and managed by the City. These funds do not fall under the guidelines of the Government Code sections noted in Section 8.0 of this Policy but are invested by an outside investment manager under guidelines established by the City Council.

All City funds are listed in Attachment 1-A. The Investment Policy will also apply to all new funds created unless specifically exempted.

Except as otherwise noted, City funds are pooled for investment purposes.

Investment income will be allocated to the various funds based on their respective participation and in accordance with generally accepted accounting principles.

Interest is allocated on a quarterly basis.

3. PRUDENCE
All investments and evaluation of investments shall be made with the Prudent Investor Standard as set forth in California Government Code Section 53600.3.

Investments shall be made with judgment and care, under circumstances then prevailing, including, but not limited to, the general economic conditions and the anticipated needs of the agency that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 2 The standard of prudence shall be applied in the context of managing an overall portfolio. Investment officers acting in accordance with written procedures and the investment policy and exercising due diligence shall be relieved of personal responsibility for an individual security’s credit risk or market price changes, provided deviations from expectations are reported in a timely fashion and appropriate action is taken to control adverse developments.

4. INVESTMENT OBJECTIVES
The primary objective of all City investments, in priority order, shall be:

4.1 SAFETY
Safety of principal is the foremost objective of the investment program. City investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. To attain this, the City will diversify its investments by investing funds in securities of various types and maturity dates, and from various issuers offering independent returns.

4.2 LIQUIDITY
Liquidity is the ability to change an investment into its cash equivalent on short notice at its prevailing market value. The City’s investment portfolio shall remain sufficiently liquid to enable the City to meet all operating requirements which might be reasonably anticipated. This is accomplished by structuring the portfolio so that securities mature concurrently with anticipated cash needs.

Since all possible cash demands cannot be anticipated, the portfolio will maintain a liquidity “buffer” and invest primarily in securities with active secondary or resale markets.

4.3 RATE OF RETURN
The City’s investment portfolio shall be designed with the objective of attaining a benchmark rate of return throughout budgetary and economic cycles, taking into account safety and liquidity requirements. The benchmark may vary from time to time depending on the economic and budgetary conditions present. At no time shall funds be invested in any security that could result in zero interest accrual if held to maturity except as specified in Section 8.2 of this policy.

5. INVESTMENT AUTHORITY DELEGATION
In accordance with the Santa Monica City Charter, Section 711, the City Council delegates to the City Treasurer the authority to invest City funds. In the absence of the Director of Finance, the Business & Revenue Operations Manager, Treasury Administrator, or the Senior Treasury Analyst may execute investment transactions per instructions from the Director of Finance or per prior written authorization.

Section 53607 of the State of California Government Code limits the authorization of Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 3 the legislative body to delegate investment authority to a one- year period, renewable annually.

5.1 INVESTMENT PROCEDURES
The Director of Finance is responsible for conducting and reporting on all City investments. To facilitate this function, the Director of Finance or their designee will prepare and maintain an Investment Procedures Manual detailing procedure for the operation of the investment program consistent with this policy. The manual should include reference to safekeeping, banking services contracts, collateral/depository agreements, and repurchase agreements. The manual shall also include explicit delegation of authority to persons responsible for investment transactions. No person may engage in investment transactions except as provided under the terms of this policy and the procedures established by the Director of Finance. Additionally, the manual will explicitly include a current listing of all City of Santa Monica financial institution deposit and investment accounts, a current copy of or link to State laws pertinent to City investments, a description of specific controls to ensure the proper execution of the City Investment Policy, and copies, with instructions, of all investment reports required by law or by City Investment Policy.

5.2 INVESTMENT COMMITTEE AND REVIEW OF INVESTMENT PORTFOLIO An Investment Committee (the Committee) shall be established consisting of the City Manager, the Assistant City Manager, the Director of Finance, one other department head serving one-year terms on a rotating basis, and one qualified citizen representative, appointed by the City Manager for a oneyear term, who possesses strong skills and knowledge in the areas of finance and economics. The one-year terms for the citizen representative and the department head may be extended at the discretion of the City Manager.

The purpose of the Committee is to provide general oversight and act in an advisory capacity. The Committee will attempt to meet once each calendar quarter to review and evaluate previous investment activity, to review the current status of all funds held by the City, to discuss anticipated cash requirements and investment activity for the next quarter, and to discuss investment strategy.

6. ETHICS AND CONFLICTS OF INTEREST
The Director of Finance and other employees involved in the investment process shall refrain from personal business activity that could conflict with proper execution of the investment program, or which could impair their ability to make impartial investment decisions. The Director of Finance and other employees involved in the investment process shall disclose any material interests in financial institutions with which they conduct business within their jurisdiction, and they shall further disclose any material personal financial/investment positions that could be related to the Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 4 performance of the City’s investment portfolio and shall refrain from personal investment transactions with the same individual or firm with whom business is conducted on behalf of the City.

The Director of Finance and other employees involved in the investment process are required to file annual disclosure statements as required by the Fair Political Practices Commission. During the course of the year, if there is an event subject to disclosure that could impair the ability of the Director of Finance or investment employees to make impartial decisions, the City Council will be notified in writing within ten (10) days of the event.

7. AUTHORIZED FINANCIAL DEALERS AND INSTITUTIONS
The City shall transact business only with issuers, banks, savings and loans, and registered securities dealers. The purchase of any investment, other than those purchased directly from the issuer, shall be purchased from either an institution licensed by the State as a broker/dealer as defined in Section 25004 of the Corporation Code, who is a member of FINRA (Financial Industry Regulatory Authority), or a member of a federally regulated securities exchange, a national or state chartered bank, a federal or state association (as defined by Section 5102 of the Financial Code), or a brokerage firm designated as a primary dealer by the Federal Reserve Bank.

The Director of Finance’s staff shall periodically conduct a “Request for Qualifications” process to investigate broker/dealers that wish to do business with the City. All institutions that desire to become a broker/dealer for the City must complete the City’s “Broker/Dealer Request for Information” and “Broker/Dealer Certification”.

Staff will evaluate broker dealers based on the qualifications of the firm and the individual broker(s) assigned to the City. The evaluation will be based on experience of the broker in servicing public fund investment portfolios, market capitalization of the firm, the brokers’ ability to access markets in securities appropriate to the City’s needs, and the brokers’ agreement to abide by the City’s Investment Policy.

Selection as an approved broker/dealer does not guarantee that the firm will conduct any investment transactions with the City
The Director of Finance shall conduct periodic reviews of the financial condition and other qualifications of all approved financial institutions and broker/dealers to determine if they continue to meet the City’s guidelines for qualification as defined in this section. Additionally, the City shall keep the current audited financial statements on file for each approved financial institution and broker/dealer with which the City conducts investment transactions. A listing of websites where these financial statements may be viewed may substitute for physical hard copies of the statements.

The City may utilize the services of an investment advisor. The advisor must be registered with the Securities and Exchange Commission (SEC) under the Investment Advisor Act of 1940. Additionally, if the City utilizes an SEC registered investment advisor, the advisor shall maintain a list of authorized broker-dealers and Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 5 complete the appropriate due diligence required by the SEC. The investment advisor may use its own list of approved broker/dealers and financial institutions for investment purposes on behalf of the City. The investment advisor shall submit the list of approved broker/dealers to the Director of Finance on an annual basis. The Director of Finance may restrict the use of a broker/dealer which may be deemed unsuitable.

8. AUTHORIZED AND SUITABLE INVESTMENTS
Investments shall be made only in those instruments specifically authorized by California State laws, primarily Sections 53601, 53601.6, 53601.8, 16429.1, and Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 6 53684 et seq. of the Government Code and to no greater an extent than authorized by those laws. These laws are summarized in Attachment 1-B.

Additional City guidelines are as follows:

Instruments Additional City Guidelines
U.S. Federal Agencies No more than 50% of portfolio, per agency Banker's Acceptances (BA) Maximum of 10% of portfolio per issuer Negotiable Certificates of Deposit Maximum of 10% of portfolio per issuer (NCD)
Commercial Paper (CP) Maximum of 25% of portfolio
It is recognized that legal or other events may occur that could require exceptions to certain guidelines. The percentages listed in the above guidelines are based on book value of the portfolio at the time of purchase.

In addition to following all legal guidelines, the portfolio will preserve principal, maintain adequate liquidity to meet all City obligations, contain an appropriate level of interest rate risk, and be diversified across types of investments, maturities, and institutions to minimize credit risk and maintain an appropriate return.

8.1 REPURCHASE AGREEMENTS
Investments in repurchase agreements are allowable and shall be made only with financial institutions with which the City has an executed master repurchase agreement. The financial institution must be a primary dealer of the Federal Reserve Bank of New York.

8.2 PROHIBITED INVESTMENTS AND TRANSACTIONS
a) Prohibited investments include inverse floaters, range notes, interest only strips derived from a pool of mortgages (collateralized mortgage obligations), and any security that could result in zero interest accrual if held to maturity, as specified in Section 53601.6.
b) Notwithstanding the prohibition in paragraph (a), the City may invest in securities issued by, or backed by, the United States government that could result in zero- or negative-interest accrual if held to maturity, in the event of, and for the duration of, a period of negative market interest rates.

This shall remain in effect only until January 1, 2026.

8.3 INVESTMENTS H EL D AND/OR MANAGED BY FISCAL AGENTS

AND TRUSTEES
In addition, the main pooled portfolio, the City may hold and invest certain other funds that are restricted as to use. One example is bond proceeds held by fiscal agents. Investments of bond or loan proceeds will be made in accordance with Government Code Section 53601 (m), which states that money from bond proceeds should be invested as specified by bond documents, and in accordance with specific bond covenants. In most cases Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 7 these investments will be made under the same guidelines as other City investments. Another example is funds received from legal settlements that are restricted for a certain purpose, which will be invested in accordance with legal or escrow agreements that may be more restrictive than the City’s Investment Policy.

As noted previously in this Policy, Cemetery and Mausoleum Perpetual Care Funds are private funds held in trust by the City. These funds are invested by an outside investment manager under guidelines adopted by the City Council and do not fall under the guidelines of the Government Code sections noted in Section 8.0 of this Policy. The Director of Finance’s staff monitors all investment activity of these funds to ensure guidelines are followed.

9. INVESTMENT POOLS/MUTUAL FUNDS
A thorough investigation of any pooled investment funds, including mutual funds, is required prior to investing, and on a continual basis. To accomplish this, a questionnaire will be used to evaluate the suitability of the pooled fund. The questionnaire will answer the following general questions:
 A description of eligible investment securities, and a written statement of investment policies and objectives.
 A description of interest calculations and how it is distributed, and how gains and losses are treated.
 A description of how the securities are safeguarded (including the settlement processes), and how often the securities are priced and the program audited.  A description of who may invest in the program, how often, and what size deposit and withdrawal are allowed.
 A schedule for receiving statements and portfolio listings.  Are reserves, retained earnings, etc., utilized by the pool/fund?  A fee schedule, and when and how fees are assessed.
 Is the pool/fund eligible for bond proceeds and/or will it accept such proceeds? For mutual funds, a fund prospectus can substitute for the questionnaire.

10. COLLATERALIZATION
California Government Code Sections 53652, et seq. requires depositories to post certain types of collateral for public funds above the Federal Deposit Insurance Corporation (FDIC) insurance amounts. The collateral requirements apply to bank deposits, both active (checking and savings accounts) and inactive (non-negotiable certificates of deposit).

Collateralization is also required for repurchase agreements. In order to anticipate market changes and provide a level of security for all funds, the collateralization level Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 8 will be 102% of the market value of principal and accrued interest, and the value shall be adjusted no less than quarterly. Collateral will be in the form of U.S. Treasury Obligations or U.S. Agency Securities.

Collateral will always be held by an independent third party with whom the entity has a current custodial arrangement. A clearly marked evidence of ownership (safekeeping receipt) must be available to be supplied to the City, if requested, and retained. The right of collateral substitution is granted.

11. SAFEKEEPING AND CUSTODY
In accordance with California Government Code Section 53601, all securities owned by the City shall be held in safekeeping by the City’s custodial bank or a third-party bank trust department, acting as an agent for the City under terms of the custody agreement. Collateral for repurchase agreements will be held by a third-party custodian under terms of the Master Repurchase Agreement.

All securities will be received and delivered using a delivery vs. payment (DVP) basis, which ensures that securities are deposited with the third-party custodian prior to the release of funds. Securities held by the third-party custodian will be evidenced by safekeeping receipts and/or bank statements. Investments in the State Local Agency Investment Fund (LAIF) or money market mutual funds are undeliverable and are not subject to delivery or third-party safekeeping.

Investment trades shall be verified against bank transactions and broker confirmation tickets. On a monthly basis, the custodial asset statement shall be reconciled with the month-end portfolio holdings.

12. DIVERSIFICATION
The City will diversify its investments by security type, institution, and maturity date.

Concentration limits are set by the State Government Code (see Attachment B) and Section 8.0 (Authorized and Suitable Investments) of this policy.

13. MAXIMUM MATURITIES
To the extent possible, the City will attempt to match its investments with anticipated cash flow requirements. Most investments will be made in securities with a term remaining to maturity of five years or less. However, on February 22, 2022, the City Council granted authority to invest in securities with a remaining term in excess of five years as part of the City’s overall investment program. Per that authorization, up to 15% of the portfolio value may be invested in U.S. government, Federal Agency, or local agency securities with remaining maturities at the time of purchase between five and fifteen years. Per State law, the settlement date of the investment purchase is considered the start date of the remaining term to maturity. Further maturity limitations per State Code are shown in Attachment B. The weighted average maturity of the Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 9 investment portfolio should be three years or less.

In order to minimize the impact of market risk, most investments will be purchased with the intent to hold to maturity. Investments may be sold prior to maturity for cash flow needs, portfolio rebalancing and/or appreciation purposes, or in order to mitigate portfolio risk by limiting potential losses. However, no investment shall be made based solely on earnings anticipated from capital gains. Due to the uncertain nature of cash flow requirements, a portion of the portfolio should be continually invested in readily available funds.

14. INTERNAL CONTROLS
The Director of Finance shall be responsible for ensuring that all investment transactions comply with the City’s Investment Policy and for establishing internal controls that are designed to prevent losses due to fraud, negligence, and third-party misrepresentation.

The Director of Finance will also establish internal control procedures addressing wire transfer controls, separation of duties and administrative controls, avoidance of collusion, separation of transaction authority from accounting procedures, documentation of investment transactions, and monitoring of results.

As part of its annual audit of the City, the City’s external auditor will review compliance with statutes, policies, and procedures.

15. PERFORMANCE STANDARDS
The portfolio shall be designed with the objective of obtaining a rate of return throughout budgetary and economic cycles, commensurate with investment risk constraints and cash flow needs.

15.1 MARKET YIELD (Benchmark)
The City’s overall investment strategy is passive. Given this strategy, the basis used by the Director of Finance to determine whether appropriate and suitable market yields are being achieved shall be to identify a comparable benchmark to the portfolio’s investment duration, e.g., the Constant Maturing Two Year Treasury bill index. Benchmarks may change over time depending on the portfolio’s duration.

16. REPORTING
In accordance with State law and the City Charter, monthly reports will be made to the City Council and the City Manager describing the present status of City Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 10 investments and monies held by the City, as well as summarizing all investment transactions for the month. Schedules in the monthly report should include the following:
 A complete list of investments including the type of the investment, name of the issuer, maturity date, par value, book value, and market value  The source of market value data
 The weighted average maturity and yield to maturity of the portfolio  Coupon, discount, or earnings rate for each security
 Percentage of portfolio represented by each investment category  A certification of compliance with the Investment Policy  A statement denoting the City’s ability to meet its anticipated expenditures requirements for the next six months
 Benchmark comparison
 Investment transactions (Note: this is per Cal Code 53607) Records of all investment transactions will be kept and filed in the Finance Department in accordance with legal guidelines and records retention policies.

17. SOCIALLY RESPONSIBLE INVESTING
RESTRICTIONS – The direct investment of City funds are restricted as follows:
a. Investments should be made in entities that support clean and healthy environment, including following safe and environmentally sound practices. b. No investments will be made in fossil fuel companies as defined by “The Carbon Underground 200” list maintained and published by the organization FFI Solutions or in banking institutions that provide financing to said companies. c. No investments are to be made in tobacco or tobacco-related products. d. No investments are to be made to support the production of weapons, military systems, or nuclear power.
e. Investments should be made in entities that support equality of rights regardless of sex, race, age, disability or sexual orientation.
f. Investments should be made in entities that promote community economic development.

Funds invested with a trustee and/or outside investment managers such as the Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 11 Cemetery and Mausoleum Perpetual Care Funds will comply with this section of the policy.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio 12 18. COMMUNITY REINVESTMENT ACT (CRA)
The City will deposit funds only in those financial institutions, which have a CRA rating (as determined by the appropriate regulatory body) of "Outstanding" or "Satisfactory".

19. INVESTMENT POLICY ADOPTION
The City’s investment policy shall be reviewed and adopted by the City Council annually. The Investment Committee will review the policy periodically to ensure its consistency with the overall objectives of preservation of principal, liquidity, and return, and its conformance with current law, financial and economic trends, and cash flow needs of the City.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio A-1
ATTACHMENT 1-A
City of Santa Monica Funds for Cash Pooling
The following listed City of Santa Monica funds shall have their cash balances pooled for investment purposes.

FUND

NUMBER FUND NAME
1 GENERAL FUND
10 SPECIAL REVENUE SOURCE FUND
11 BEACH RECREATION FUND
12 HOUSING AUTHORITY FUND
14 TENANT OWNERSHIP RIGHTS CHARTER AMENDMENT
16 CLEAN BEACHES AND OCEAN PARK PARCEL TAX FUND
17 TRAFFIC SAFETY FUND
18 SCAQMD AB2766 FUND
19 COMMUNITY DEVELOPMENT BLOCK GRANT (CBDG) FUND
20 MISCELLANEOUS GRANTS FUND
21 ASSET SEIZURE FUND
22 CITIZENS OPTION FOR PUBLIC SAFETY FUND
25 RENT CONTROL FUND
26 GAS TAX FUND
27 LOCAL RETURN FUND
28 PARKS AND RECREATION FACILITIES FUND
29 MEASURE GS FUND
41 LOW/MODERATE INCOME HOUSING ASSET FUND
50 WATER FUND
51 WASTEWATER FUND
52 STORMWATER MANAGEMENT FUND
53 PIER FUND
54 RESOURCE RECOVERY & RECYCLING FUND
57 AIRPORT FUND
59 CEMETERY FUND
60 BIG BLUE BUS FUND
61 PARKING AUTHORITY FUND
70 VEHICLE MANAGEMENT FUND
71 INFORMATION TECHNOLOGY REPLACEMENT & SERVICES FUND
72 SELF INSURANCE-GENERAL LIAB/AUTO FUND
73 SELF INSURANCE-BUS FUND
74 SELF INSURANCE WORKERS-COMPENSATION FUND
75 SELF INSURANCE-ADMIN FUND
80 GENERAL TRUST FUND
81 CEMETERY PERPETUAL CARE FUND
82 MAUSOLEUM ENDOWMENT FUND
Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio B-1
ATTACHMENT 1-B
Summary of State of California Statutes Applicable to Municipal Investments The following investments are authorized by California State Code, Title 5, Division 2, and Sections 53600, 53601, 53631.5 and 53635. See code sections for complete descriptions.

Authorized Investment Legal Limit
(%)
Other Constraints
Local Agency Bonds No limit Maximum maturity 5 years.**** U.S. Treasury Obligations No limit Maximum maturity 5 years except as noted below.****
State Obligations -
California and Others
No limit Maximum maturity 5 years.

California Local Agency
Obligations
No limit Maximum maturity 5 years.

U.S. Agency Obligations No limit Maximum maturity 5 years except as noted below.****
Bankers’ Acceptance 40% Eligible for purchase by the Federal Reserve System and not to exceed 180
days to maturity. No more than 30% may
be in bankers' acceptances of any one
commercial bank.

Commercial Paper – Non
Pooled Funds
40% "A -1 /P - 1/F - 1" rating; if the issuer has
long-term debt, it must rated “A”; U.S.
corporate assets over $500,000,000;
purchases may not represent more than
10% of outstanding commercial paper
and medium-term notes. Commercial
paper may not exceed 270 days to
maturity.***
Commercial Paper –
Pooled Fund
40% "A -1 /P - 1/F - 1" rating; if the issuer has
long-term debt, it must rated “A”; U.S.
corporate assets over $500,000,000;
purchases may not represent more than
10% of outstanding paper and may not
exceed 270 days to maturity.

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Authorized Investment Legal Limit
(%)
Other Constraints
Negotiable Certificates of
Deposit
30% Maximum maturity 5 years. State and
Federally chartered banks and savings
institutions, including U.S. branches of
foreign banks regulated by State
regulatory authorities (“Yankee CD”).

Deposit/CD Placement
Services
50%** Maximum maturity 5 years. Deposits with
any one private sector placement service
are limited to 50% of the portfolio. This
limit does not apply to placement serviceassisted CD’s.

Repurchase Agreement No limit Maximum maturity 1 year. Securities used as collateral for repo's must be
investments allowable under Govt. Code
(i.e., T-bills, Agencies, BAs, CDs, etc.);
must be collateralized at 102% of market
value or greater; securities must be safe
kept by third party.

Reverse Repurchase
Agreements/Securities
Lending Agreements
20% Must be made with primary dealers of the
Federal Reserve Bank of New York and
the securities used for the agreement
must have been held by the local agency
for at least 30 days. The maximum
maturity is 92 days.

Medium-Term Corporate
Notes
30% Maximum maturity 5 years; bonds must
be rated minimum of “A” by a nationally
recognized rating service.

Mutual Funds and Money
Market Mutual Funds
20% No more than 10% may be invested in
any one mutual fund. Funds are
invested in securities and obligations
authorized by sub- divisions (a) through
(m) of Section 53601 and
53635, (any of the authorized
investments for local agencies) the
investment company must be in highest
ranking provided by not less than two of
the three largest nationally recognized
rating services OR must have the
investment advisor registered with the
SEC with no less than 5 yrs. experience
and have assets under mgmt. in excess
of $500 million.

Attachment A

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Authorized Investment Legal Limit
(%)
Other Constraints
Supra Nationals
(International Bank for
Reconstruction and
Development.

International Finance
Corporation, InterAmerican Development
Bank
30% Maximum maturity 5 years. Must be
rated AA or better by a nationally
recognized rating service. Must be
senior unsubordinated obligations
denominated in U.S. Dollars.

Money Market Funds 20% The money market funds must have an average weighted maturity of 90 days or
less and abide by SEC regulations;
funds must receive the highest ranking
by 2 of the 3 largest nationally
recognized rating agencies OR retain an
investment advisor who is registered, or
exempt from registration, with the SEC
and has at least 5 years’ experience
managing money market funds in
excess of $500 million.

Collateralized Certificate
of Deposit
No limit Maximum maturity 5 years. Banks:
deposit not to exceed the total of paid-in
capital surplus. S&Ls: deposit not to
exceed the greater of total net worth or
$500,000. State and Federal credit
unions: deposit shall not exceed the
greater of the total of unpaired capital and
surplus or $500,000. Must be
collateralized to 110% of the CD value by
other eligible securities. Investments in
certificates of deposits of state or federal
credit unions if any member of the city’s
governing or managing officers (council,
city manager, fiscal officers) serves on
the credit union board or key committee
positions is prohibited.

Mortgage Pass-Through 20% Maximum remaining maturity of 5 years; bonds must be rated in top two rating
categories by a nationally recognized
rating service. Shall not exceed 95% of
the mortgage security's fair market value.

Bank/Time Deposits No limit Maximum maturity of 5 years.

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Authorized Investment Legal Limit
(%)
Other Constraints
Local Agency Investment
Fund (LAIF)
$ 75 million* Monies are invested in pooled state fund
managed by State Treasurer. Maximum
15 transactions per month.

Joint Powers Authority
Pool
No limit
County Pooled
Investment Funds
No limit
Public Bank No limit Commercial paper, debt securities, or other obligations of a public bank, as
defined in Section 57600.
* Per LAIF account. Separate accounts can be established for different legal entities. ** Per AB 945, limit increased from 30% to 50% effective January 1, 2020, until January 1, 2026, at which time limit will return to 30%.
*** In effect until January 1, 2026.
**** Per Council authorization, up to 15% of the portfolio may be invested in remaining term to maturity of over five and up to fifteen years.

Bond Proceeds
Bond proceeds may be invested in accordance with the State Code and bond indenture provisions.

Attachment A

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ATTACHMENT 1-C

GLOSSARY
AGENCIES: Federal agency securities and/or Government Sponsored Enterprises (GSE’s).

ANNUAL COMPREHENSIVE FINANCIAL REPORT (ACFR): The official annual report for the City of Santa Monica. It includes basic financial statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules necessary to demonstrate compliance with finance-related legal and contractual provisions, extensive introductory material, and a detailed Statistical Section.

ASKED: The price at which securities are offered for sale.

BANKERS’ ACCEPTANCE (BA): A draft or bill of exchange accepted by a bank or trust company. The accepting institution guarantees payment of the bill, as well as the issuer.

BASIS POINT: A basis point equals one one-hundredth of 1% (.01%).

BENCHMARK: A comparative base for measuring the performance or risk tolerance of an investment portfolio. The benchmark should represent a close correlation to the level of risk and the average duration of the portfolio.

BID: The price offered for securities.

BROKER: A broker brings buyers and sellers together for a commission.

CALLABLE SECURITY: A security that can be redeemed by the issuer before the scheduled maturity date.

CERTIFICATE OF DEPOSIT (CD): A time deposit with a specific maturity evidenced by a certificate. Large denomination CD’s are typically negotiable.

COLLATERAL: Securities, evidence of deposit or other property which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies.

COMMERCIAL PAPER (CP): An unsecured promissory note with a fixed maturity no longer than 270 days. Usually sold in discount form.

COUPON: (a). The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date.

DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying Attachment A

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and selling for his own account.

DELIVERY VERSUS PAYMENT (DVP): There are two methods of delivery of securities:
delivery versus payment and delivery versus receipt (also called free). Delivery versus payment is delivery of securities with an exchange of money for the securities. Delivery versus receipt is delivery of securities with an exchange of a signed receipt for the securities.

DEBENTURE: A bond secured only by the general credit of the issuer.

DERIVATIVES: (1) Financial instruments whose return profile is linked to, or derived from, the movement of one or more underlying indices or securities, and may include a leveraging factor, or (2) financial contracts based on notional amounts whose value is derived from an underlying index or security (interest rates, foreign exchange rates, equities, or commodities).

DISCOUNT: The difference between the cost price of a security and its value at maturity when quoted at lower than face value. A security selling below original offering price shortly after sale also is considered to be at a discount.

DISCOUNT SECURITIES: Non-interest-bearing money market instruments that are issued at a discount and redeemed at maturity for full face value (e.g., U.S. Treasury bills, commercial paper, Agency discount notes).

DIVERSIFICATION: Dividing investment funds among a variety of securities, issuers, and maturity dates offering independent returns.

DURATION: A measure of the timing of the cash flows, such as the interest payments and the principal repayment, to be received from a given fixed-income security. This calculation is based on three variables: term to maturity, coupon rate, and yield to maturity.

The duration of a security is a useful indicator of its price volatility for given changes in interest rates.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION (FARMER MAC): Farmer Mac was created to increase access to and reduce the cost of capital for the benefit of American agriculture and rural communities. Farmer Mac provides financial solutions to a broad spectrum of the agricultural community, including agricultural lenders, agribusinesses, and other institutions.

FEDERAL CREDIT AGENCIES: Agencies of the Federal government set up to supply credit to various classes of institutions and individuals, e.g., S&L's, small business firms, students, farmers, farm cooperatives, and exporters.

FEDERAL DEPOSIT INSURANCE CORPORATION (FDIC): A federal agency that insures bank deposits, currently up to $250,000 per deposit.

FEDERAL FARM CREDIT BANKS FUNDING CORPORATION (FFCB): The Federal Farm Credit Banks Funding Corporation is a leading provider of loans, leases and services Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio C-3
to rural communities and U.S. agriculture.

FEDERAL FUNDS: Non-interest-bearing deposits held by member banks at the Federal Reserve. Also used to denote "immediately available" funds in the clearing sense. "Fed Funds" also used to refer to these funds.

FEDERAL FUNDS RATE: The rate of interest at which private banks lend funds to other private banks. The Federal Open Market Committee (FOMC) sets a target rate. This actual rate is currently pegged by the Federal Reserve through open-market operations.

FEDERAL HOME LOAN BANKS (FHLB): Government sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions, and insurance companies. The mission of the FHLB’s is to liquefy the housing related assets of members who must purchase stock in their district Bank.

FEDERAL HOME LOAN MORTGAGE CORPORATION (FHLMC): A Government Sponsored Enterprise that provides liquidity to the mortgage markets, much like FNMA and FHLB. Also referred to as “Freddie Mac”.

FEDERAL NATIONAL MORTGAGE ASSOCIATION (FNMA): FNMA, like GNMA was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing & Urban Development, H.U.D. It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder-owned corporation. The corporation’s purchases include a variety of adjustable mortgages and second loans in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest.

FEDERAL OPEN MARKET COMMITTEE (FOMC): Consists of seven members of the Federal Reserve Board and five of the twelve Federal Reserve Bank Presidents. The President of the New York Federal Reserve Bank is a permanent member while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of Government Securities in the open market as a means of influencing the volume of bank credit and money.

FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven-member Board of Governors in Washington, D.C., 12 Regional Banks, and about 5,700 commercial banks that are members of the system.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio C-4
GOVERNMENTAL NATIONAL MORTGAGE ASSOCIATION (GNMA or Ginnie Mae):

Securities influencing the volume of bank credit guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations and other institutions. Security holder is protected by full faith and credit of the U.S. Government.

Ginnie Mae securities are backed by FHA, VA or FMHM mortgages. The term passthroughs is often used to describe Ginnie Maes.

GREEN BONDS: Green bonds are used to finance projects that promote environmental and/or climate benefits. Green bonds eligible for inclusion in the City’s investment portfolio are issued by government agencies, private corporations, and institutions such as the World Bank.

INVERSE FLOATERS: A structured note in which the coupon increases as interest rates decline and decrease as rates rise.

LIQUIDITY: Liquidity is the ability to change an investment into its cash equivalent on short notice at its prevailing market value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow and reasonable size can be done at those quotes.

LOCAL AGENCY INVESTMENT FUND (LAIF): The aggregate of all funds from political subdivisions that are placed in the custody of the State Treasurer for investment and reinvestment.

MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold.

MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase-reverse repurchase agreements that establishes each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer-lender to liquidate the underlying securities in the event of default by the seller-borrower.

MATURITY: The date upon which the principal or stated value of an investment becomes due and payable.

MONEY MARKET: The market in which short-term debt instruments (bills, commercial paper, bankers' acceptances, etc.) are issued and traded.

OFFER: The price asked by a seller of securities (When you are buying securities, you ask for an offer). See ASKED AND BID.

OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank, as directed by the FOMC, in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio C-5
PORTFOLIO: Collection of securities held by an investor.

PRIMARY DEALERS: A group of government securities dealers that submit daily reports of market activity and positions and monthly financial statements to the Federal Reserve Bank of New York and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) registered securities broker-dealers, banks, and a few unregulated firms.

PRIME RATE: The rate at which banks lend to their best or "prime" customers.

PRINCIPAL: 1) the dollar cost of an issue excluding accrued interest. 2) The one who takes ownership in a transaction, as opposed to brokering or acting as agent.

PRUDENT PERSON RULE: An investment standard. In some states the law requires that a fiduciary, such as a trustee, may invest money only in a list of securities selected by the state (the so-called legal list). In other states, the trustee may invest in a security if it is one, which would be brought by a prudent person of discretion and intelligence who is seeking a reasonable income and preservation of capital.

QUALIFIED PUBLIC DEPOSITORIES: A financial institution which does not claim exemption from the payment of any sales or compensating use or ad valorem taxes under the laws of this state, which has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability and which has been approved by the Public Deposit Protection Commission to hold public deposits.

RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. This may be the amortized yield to maturity on a bond or the current income return.

REPURCHASE AGREEMENT (RP OR REPO): A holder of securities sells these securities to an investor with an agreement to repurchase them at a fixed price on a fixed date. The security "buyer" in effect lends the "seller" money for the period of the agreement, and the terms of the agreement are structured to compensate him for this.

Dealers use RP extensively to finance their positions. Exception: When the Fed is said to be doing RP, it is lending money that is increasing bank reserves.

REVERSE REPO: An agreement whereby the dealer agrees to buy securities, and the investor agrees to repurchase them at a later date.

SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection.

SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution.

SEC RULE 15C3-1: See uniform net capital rule.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio C-6
SECURITIES AND EXCHANGE COMMISSION: Agency created by Congress to protect investors in securities transaction by administering securities legislation.

SOCIAL IMPACT BONDS: Social impact bonds are used to finance programs such as affordable housing, poverty reduction, or other positive sustainable and social outcomes.

Social impact bonds eligible for inclusion in the City’s investment portfolio are typically issued by government agencies, and institutions such as the World Bank.

STRUCTURED NOTES: Notes issued by Government Sponsored Enterprises (FHLB, FNMA, etc.) and Corporations which have embedded options (e.g. call features, step-up coupons, floating rate coupons, derivative based returns) into their debt structure. Their market performance is impacted by the fluctuation of interest rates, the volatility of the imbedded options, and shifts in the shape of the yield curve.

SETTLEMENT DATE: The date on which a trade is cleared by delivery of securities against funds. This date may be the same as the trade date or later.

SUPRA NATIONALS: For purposes of this investment policy - obligations issued by the International Bank for Reconstruction and Development, International Finance Corporation, or Inter-American Development Bank.

TRADE DATE: The date on which the buyer and seller agree to a transaction. The trade date may or may not be the date on which the securities and money changes hands (settlement date).

TREASURY BILLS: A non-interest-bearing discount security issued by the U.S. Treasury to finance the national debt. Most bills are issued to mature in three months, six months, or one year.

TREASURY BOND: Long-term coupon-bearing securities U.S. Treasury securities issued as direct obligations of the U.S. Government and having initial maturities of more than ten years.

TREASURY NOTES: Intermediate term coupon-bearing U.S. Treasury securities issued as direct obligations of the U.S. Government and having initial maturities of from one to ten years.

UNIFORM CAPITAL RULE: Securities and Exchange Commission requirement that member firms as well as non-member broker-dealers in securities maintain a maximum ratio of indebtedness to liquid capital of 15 to 1; also called net capital rule and net capital ratio. Indebtedness covers all money owed to a firm including margin loans and commitments to purchase securities, one reason new public issues are spread among members of underwriting syndicates. Liquid capital includes cash and assets easily converted into cash.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio C-7
YIELD: The rate of annual income return on an investment, expressed as a percentage. (a) INCOME YIELD is obtained by dividing the current dollar income by the current market price for the security. (b) NET YIELD or YIELD TO MATURITY is the current income yield minus any premium above par or plus any discount from par in purchase price with the adjustment spread over the period from the date of purchase to the date of maturity of the bond.

YIELD TO MATURITY: The rate of return yielded by a debt security held to maturity when both interest payments and the investor's capital gain or loss on the security are taken into account.

Attachment A

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Attachment: Attachment A - Annual Update on City Investment Policy (2025) [Revision 1] (6646 : Award Investment Advisory and Portfolio

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.

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Attachment: Oaks Initiative Form - Meeder Public Funds (6646 : Award Investment Advisory and Portfolio Management Services RFP)

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: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________

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Attachment: Oaks Initiative Form - Meeder Public Funds (6646 : Award Investment Advisory and Portfolio Management Services RFP)

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 24/25 – July 1, 2024 through June 30, 2025)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $20.32 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions to:

City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1685 Main Street, Mail Stop 09
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.

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Attachment: Living Wage Certification - Meeder Public Funds (6646 : Award Investment Advisory and Portfolio Management Services RFP)

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2024 through June 30, 2025

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $20.32 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE ☐ THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE ☐ If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached. (a) contractor is a government agency and is exempt
(b) contractor is a City grantee and is exempt
(c) contractor is a non-profit corporation and is exempt (d) contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms
(e) contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica’s Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO.

Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of California.

Printed Name: Title:

Signature: Date:

Contractor: Bid Number (if applicable):

Service Description:

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Attachment: Living Wage Certification - Meeder Public Funds (6646 : Award Investment Advisory and Portfolio Management Services RFP) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
In 2022, California’s SB1439 extended requirements under Government Code Section 84308, also known as the "Levine Act", to prohibit City “Officers” from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $250 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal. Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or
(4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________

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Attachment: Levine Act Disclosure Form - Meeder Public Funds (6646 : Award Investment Advisory and Portfolio Management Services RFP) City of Santa Monica Levine Act Disclosure Form
Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

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Attachment: Levine Act Disclosure Form - Meeder Public Funds (6646 : Award Investment Advisory and Portfolio Management Services RFP) City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 4.B
1 of 4
To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Finance & Administrative Services
Subject: Approval of Seventh Modification to Agreement with Trapeze Software Group for Vehicle and Operator Scheduling Technology Service
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects pursuant to Section 15061(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines.

Summary
Big Blue Bus (BBB), a division of the Santa Monica Department of Transportation (DOT), operates 194 transit buses across 69 square miles of greater Los Angeles providing more than 800,000 rides each month. DOT’s Transit Planning and Performance Division is responsible for planning and scheduling Big Blue Bus service three times a year; the Operations Division is responsible for operating that service each day. BBB maintains a warranty contract with Trapeze Group to support proprietary software and hardware to perform the necessary scheduling functions required to operate a public transportation system.

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The final option year for this agreement with Trapeze, #8928 (CCS), expires on June 30, 2025. The agreement covers support for a group of integrated products that manage vehicle scheduling, operator work assignment scheduling, operations payroll and data management, and the collection, analysis, and transfer of vehicle and operator scheduling data to other systems critical to the efficient management of a transit system of BBB’s size and scope. Trapeze is the exclusive service provider for these proprietary products.

One of the BBB systems with which these Trapeze modules interface is the new computer-aided-dispatch/automated vehicle location (CAD-AVL) and voice-over-internet protocol (VoIP) radio system that is currently being implemented by Clever Devices. A seventh modification covering one additional one-year option is therefore needed to extend the agreement with Trapeze to ensure the continuity of services throughout the implementation of the new CAD-AVL system, and to allow staff to complete a competitive procurement process for a new vehicle and operator scheduling system, as the current system has been in use since 2009. Staff is currently working with the Information Systems and Finance Departments on this procurement.

Discussion
BBB uses Trapeze software systems to manage its daily operations and to provide reports and required data to federal, state, and local regulatory bodies and funding sources. Agreement #8928 with Trapeze allows BBB to operate and maintain its Operator Management (OPS) and Planning (BlockBuster and FX) software systems.

Trapeze OPS tracks work assignments, motor coach operator (MCO) sign-in, accidents, incidents, training, certifications, and operator communications via interactive voice response and web, as well as performing payroll management functions. This data resides on City of Santa Monica virtual servers and is owned by the City. The Trapeze OPS module also provides staff with data to ensure daily schedule efficiencies, and that all MCO hours comply with Federal and State mandated driving work rules for MCOs.

Trapeze BlockBuster and FX facilitate the planning and scheduling of the work assignments that are then managed by OPS. The scope of services for agreement #8298 also includes maintenance of several vital Trapeze sub-modules, including

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InfoCom and Mapmaker, which support motor coach operator (MCO) communications and scheduling adjustments respectively, as well as OPS-SIT (MCO Sign-on Terminal) a clocking-in system; OPS Interactive Voice Response and OPS Web which support communications with Motor Coach Operators; OPS-MON and Trapeze Standard Data Exchange (TSDE) to facilitate the flow of data from OPS to the CAD/AVL system currently being installed; and other planning and operations functions.

In 2023, a sixth modification to Agreement #8928 extended warranty maintenance services for all modules through June 30, 2025. BBB is engaging in a competitive procurement process to replace the vehicle and operator scheduling systems, which last underwent a major upgrade in 2017. However, since the procurement and implementation processes will not be complete before Agreement #8928 expires on June 30, 2025, due to delays in completing the Computer-Aided Dispatch/Automated Vehicle Location System (CAD-AVL) with which this system is integrated, staff recommends extending the existing agreement. Extending this agreement will ensure BBB’s existing system remains supported for the duration of the competitive procurement and implementation process. It is therefore recommended that the agreement be extended for one additional year through June 30, 2026. The cost of one year of warranty maintenance support for all modules covered by Agreement #8928 is $251,379.

Environmental Review
The modification of Agreement #8928 is exempt from CEQA pursuant to Section 15061(b)(3) of the CEQA Guidelines. The 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 provide the City with software and hardware for modules required to operate a public transportation system. 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 exempt from CEQA.

Past Council Actions

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Meeting Date Description
4/28/2020 Approval of Extension of Software Maintenance Contracts 2/28/2023 Authorization of 6th Modification to Contract #8928 with Trapeze, Inc. for Vehicle and Operator Scheduling Systems
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Big Blue Bus Fund to increase the amount of contract #8928 with Trapeze Group for one additional year of maintenance support through June 30, 2026.

Contract Modification Request
Contract # Current
Authorized
Amount
FY 2024-25
Request
Amount
Future Years
Request
Amount
CIP Account
#
Total Revised
Contract Amount
8928 $3,666,991 $251,379 $0 C6004770.68
9000
$3,918,370
Prepared By: Barbara Andres, Customer Experience and Innovation Administrator
Approved Forwarded to Council
Attachments:

A. Trapeze Oaks_Initiative
B. Trapeze_Levine_Act_Disclosure
C. Authorization of 6th Modification to Contract #8928 with Trapeze, Inc. for Vehicle and Operator Scheduling Systems (Web Link)
D. 8928_Trapeze OPS-FX_Original Agreement
E. 8928_Trapeze OPS-FX_1st Mod
F. 8928_Trapeze OPS-FX_2nd Mod
G. 8928_Trapeze OPS-FX_3rd Mod
H. 8928_Trapeze OPS-FX_4th Mod
I. 8928_Trapeze OPS-FX 5th Mod
J. 8928_Trapeze OPS-FX_6th Mod

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CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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 theofficial 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 SantaMonica.

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, theCity compiles and maintains certain information. That information includes the name of any personorpersons whois seeking a “publicbenefit.” If the“public benefit” is sought by an entity, ratherthan an individual person, the information includes the nameof everyperson 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.

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CITY OF SANTA MONICA

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-monthperiod;

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 inany 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 #
October 2, 2024
Brian Canivet, General
Manager, MPS

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Attachment: Trapeze Oaks_Initiative (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling Technology City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form.
https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
https://www.smgov.net/boards
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________

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Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

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Attachment: Trapeze_Levine_Act_Disclosure (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling SANTA MONICA CITY ATTORNEY’S OFFICE
TO: Public
FROM: City Attorney’s Office
RE: Levine Act Disclosure Form
DATE: January 25, 2024
The Levine Act (Government Code 84308) is a California law aimed at preventing “pay to play” practices by prohibiting parties, participants, and their agents in a proceeding involving a license, permit, or other entitlement from contributing more than $250 to an officer of the City during a 12-month period. The prohibition applies to any 12-month period while the proceeding is pending and for 12 months following the date a final decision is rendered in the proceeding.

State law requires a party to a proceeding to disclose any contributions exceeding an aggregate $250 that the party and their agents have made to an officer of the City within the preceding 12 months. The Disclosure Form is intended to assist City officials with recognizing when they have an obligation to disclose and recuse themselves, and to aid parties with their disclosure obligations.

1. To what sort of proceedings is the disclosure form applicable? The Levine Act applies to all discretionary entitlements and contracts, with the exception of labor contracts, personal employment contracts, and contracts that must be awarded to the lowest responsive/responsible bidder. It does not apply to ministerial approvals.

For instance, the Levine Act applies to the following:
• Building and development permits
• Conditional use permits
• Contracts generally (unless an exception applies):
o Contracts for goods, services, professional services
o Real property contracts for purchase, sale, lease
o Contract amendments
o Settlement agreements
o Small contracts, including purchase orders, and zero dollar contracts (no de minimis exception)
• Public street abandonments
• Private development plans
• Professional license revocations
• Rezoning of specific real estate parcels
• Event permits
• Rulemaking procedures affecting a particular industry where only a small number of businesses are affected

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• Special district formation proceedings involving the creation of a special use or benefit to the person in the district
• Tentative subdivision and parcel maps
• Zoning variances
• Vacation of a public easement across private property • Pre-applications, such as for General Plan Amendment, considered by the legislative body prior to filing of formal application
• Contracts entered under the City Manager’s Authority
• Closed session items that may result in a contract/settlement agreement approved by Council (real estate or litigation)
It does not apply to:
• Purely ministerial decisions
• General policy decisions or rules where the interests affected are many and diverse
• Ordinances and resolutions (except items like development agreements adopted by ordinance)
• Ballot measures
• Departmental policies
• Council rules
• Contracts awarded to the lowest responsive/responsible bidder (not applicable in Santa Monica)
• Labor contracts and project labor agreements
• Personal employment contracts
• Allocation of resources in the City budget

2. Who is required to disclose?
A “party” to a proceeding is any person who files an application for, or is the subject of, a proceeding. In general, a person or company who applies for a permit, license, or right to use property in a particular way, which requires the City’s discretionary approval, will qualify as a party.

Parties are also required to disclose contributions by their agents. An “agent” is someone who (1) represents a party to a proceeding for compensation; and (2) appears before or otherwise communicates with the City for the purpose of influencing the pending proceeding. This can include law firms, architects, engineers, consultants, and similar entities. Both the individual and their employer or firm are considered “agents.” A party should also disclose contributions of other entities majority owned by the party, as well as contributions of any other entity whose contributions it directs or controls.

3. What must be disclosed?
A party must disclose campaign contributions over $250 made in the prior twelve months.

A “contribution” is anything of value for which the party has not received full consideration, including money, nonmonetary items, payments made for advertising or

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other expenses coordinated with a candidate or committee, loans, tickets to political fundraisers, etc.

4. Who is considered an officer of the City?
An “officer” is anyone who may make, participate in making, or attempt to influence a decision in the proceeding or who exercises authority over officers who may do so. This includes elected officials, members of appointed boards and commissions, the City Manager, and any individual who is a candidate for elected office or who has been a candidate in the twelve months prior to the decision. This definition is included on the Disclosure Form.

5. When should the disclosure occur?
The Disclosure Form must be completed (1) by a party to a contract with the City (or that party’s agent) at the time the party submits a response to a Request for Proposal or other competitive solicitation, enters into contract negotiations with the City, or executes a contract with the City, whichever is earliest; or (2) by a party to a license, permit, or other entitlement proceeding before the City at the time the party (or their agent) submits the license, permit, or entitlement application to the City. The party (or their agent) must submit a supplemental form if they make any new reportable contributions while the same contract, license, permit, or other entitlement is being considered. The party (or their agent) must also use the form if they need to correct any previously submitted form.

Parties are solely responsible for completing the form accurately, and could face penalties for failure to do so. The California Fair Political Practices Commission (FPPC) is the body who enforces violations of the Levine Act. If a party is uncertain about whether they are required to report or combine a contribution, they should consult with their attorney.

Nothing herein constitutes legal advice and individuals are urged to consult with their own attorney regarding the requirements of the law. To the extent there is any inconsistency, the language of the Levine Act and FPPC Regulations govern over this notice. Resources for officers, parties, participants, and agents, are available on the FPPC’s website at https://www.fppc.ca.gov/learn/pay-to-play-limits-and-prohibitions.html

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Contract No. 8928 (CCS)

THIRD MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NUMBER 8928 (CCS)
This Third Modification of Agreement Number 8928 (CCS) (“Third Modification”), entered into as of ______________, 2019, by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group, Inc. (“Trapeze”) is made with reference to the following:

RECITALS
A. On or about February 10, 2009, the City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for and Operator Management System, and Customer Service Software for the Big Blue Bus, with certain years of maintenance costs included (“Original Agreement”).

B. On or about April 8, 2016, the City and Trapeze entered into a First Modification of the Software License Agreement Number 8928 (CCS) (CCS) (“First Modification”) for additional years of software maintenance and to include additional customized reports.

C. On or about October 6, 2017 the City and Trapeze entered into a Second Modification of the Software License Agreement Number 8928 (CCS) (“Second Modification”) to implement an upgrade of the Trapeze system to Version 16 of the applicable Trapeze software. The Original Agreement, First Modification and Second Modification may be referred to collectively herein as “the Agreement.” D. City and Trapeze desire to modify the Agreement to extend maintenance services and to receive software upgrades for Year 8 on the terms and conditions set forth herein.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:

1. Maintenance and Support Services. The Agreement shall be amended to extend the maintenance, support services and upgrades for the Licensed Products, including the Upgraded Trapeze System, for one additional year for Year 8. This includes upgrades and unlimited technical support for all components of the Operator Management System (OPS), BlockBuster/FX, InfoCom, MapMaker, OPS-SIT and OPS-IVR. The upgrades shall be implemented in accordance with the Maintenance Schedule attached hereto as Exhibit “A-1.”

2. Maintenance Fees. Section 6(C) of the Original Agreement, as amended by Section 2 of the First Modification, shall be amended to include shall be modified to include maintenance and support fees for Year 8 as follows: “(viii) Year 8:
$148,908,. The total amount of additional maintenance fees for Year 8 shall not

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exceed $148,908.”

3. Exhibits. A-1 is attached hereto and incorporated herein by this reference.

4. Full Force and Effect. Except as expressly modified by this Third Modification, all other terms and conditions of the Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Third 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
TRAPEZE SOFTWARE GROUP, INC.

By: ________________________________
Name: _____________________________
Title: ______________________________

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“Exhibit A1”
Maintenance Schedule

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Packet Pg. 160 Attachment: 8928_Trapeze OPS-FX_4th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 1 FIFTH MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NO. 8928 (CCS)
This Fifth Modification of Agreement Number 8928 (CCS) (“Fifth Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group (“Trapeze”) is made with reference to the following:

RECITALS
A. On or about February 10, 2009, City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for an Operator Management System and Customer Service Software for the Big Blue Bus, with certain years of maintenance costs included (“Original Agreement”).

B. On or about April 8, 2016, City and Trapeze entered into a First Modification of the Software License Agreement Number 8928 (CCS) (CCS) (“First Modification”) for additional years of software maintenance and additional customized reports.

C. On or about October 6, 2017, City and Trapeze entered into a Second Modification of the Software License Agreement Number 8928 (CCS) (“Second Modification”) to implement an upgrade of the Trapeze system to Version 16 of the applicable Trapeze software.

D. On or about August 12, 2019, City and Trapeze entered into a Third Modification of the Software License Agreement Number 8928 (CCS) (“Third Modification”) to extend maintenance services and to receive software upgrades for the year commencing July 1, 2019 and continuing through June 30, 2020 (“Year 8”).

E. On or about June 4, 2020, City and Trapeze entered into a Fourth Modification to extend maintenance services for two years (“Year 9” and Year “10”) commencing on July 1, 2020 and continuing through June 30, 2022, and one additional option to renew through June 30, 2023 (“Year 11”). The Original Agreement, First Modification, Second Modification, Third Modification, and Fourth Modification may be referred to collectively herein as “the Agreement.”
F. The City and Trapeze desire to modify the Original Agreement to add and incorporate the terms and conditions under which Trapeze will provide licenses for Trapeze Standard Data Exchange (TSDE) Software and Trapeze OPS-MON Software (“New Licensed Products”), and Trapeze Standard Data Exchange (TSDE) and OPS-MON installation services, maintenance, and support (“Additional Services”), on the terms and conditions set forth herein.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 9/26/2021

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Packet Pg. 161 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 2 1. Section 3 of the Original Agreement entitled “License Use” shall be modified by adding the following paragraph:

New Licensed Products. Trapeze will provide Trapeze Standard Data Exchange (TSDE) Software licenses and Trapeze OPS-MON Software licenses (“New Licensed Products”) described in Exhibit A-5, Scope of Services, Trapeze Standard Data Exchange (TSDE), and Exhibit B-5, Scope of Services, Trapeze OPS-MON. Trapeze will provide the New Licensed Products in accordance with Exhibit C-5, Budget.

2. Section 4 of the Original Agreement entitled “Software Services” shall be modified by adding the following paragraph:

Additional Services. Trapeze will perform all of the installation, maintenance and support services (“Additional Services”) described in Exhibit A-5, Scope of Services, Trapeze Standard Data Exchange (TSDE) and Exhibit B-5, Scope of Services, Trapeze OPS-MON. Trapeze will complete the Additional Services in accordance with Exhibit C-5, Budget.

3. Section 6 of the Original Agreement entitled “License Fees and Support Services Fees” shall be modified by adding the following paragraph:

Compensation for New Licensed Products and Additional Services.

The City will compensate Trapeze for the New Licensed Products and Additional Services in an amount not to exceed $255,180, as set forth in Exhibit C-5. The total contract price for services pursuant to the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, and this Fifth Modification shall not exceed $3,139,210.

4. Exhibit A-5, Exhibit B-5, and Exhibit C-5 are attached hereto incorporated herein by this reference.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 162 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 3 5. Except as expressly modified by this Fifth Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Second 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
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74 George S. Cardona
Interim City Attorney
9/23/2021
VP, Finance
dm
9/23/2021
Deborah Mills
9/26/2021
John Jalili
Interim City Manager
10/1/2021
Nikima Newsome
Assistant City Clerk

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Scope of Services, Trapeze Standard Data Exchange (TSDE) DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 164 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Introduction l Page 1 Introduction
The purpose of this document is to provide Big Blue Bus ( BBB ), with a quote and scope of work for the deployment of our Trapeze Standard Data Exchange (TSDE) for FX. By implementing TSDE, BBB will be able to pass data from Trapeze FX/BB to the downstream 3rd party consumers specifically the CAD/AVL System from Clever. This document outlines the implementation services to be provided by Trapeze, as well as the support required from BBB and Clever staff and resources.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:

Project Manager: The centralized point of contact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to deliver the deliver the Trapeze solution as defined in this statement of work.

Technical Product Specialist(s): The primary technical point(s) of contact supporting the design, installation, configuration, testing, implementation, training, and deployment of the Trapeze solution.

Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:

1. Project Kick-Off

2. Project Design

3. Internal Acceptance Testing

4. Software Installation and Configuration

5. Installation Testing

6. Training

7. Acceptance Testing

8. Deployment and Closure
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 165 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 2 Project Implementation Approach
Project Kick-Off
Following contract execution, Trapeze, BBB and Clever will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, key risks, and preliminary project schedule. Project teams from Trapeze, BBB and Clever (as required) are expected to attend the kick-off meeting.

Project Design
The Project Design meetings for TDSE will be held remotely over the course of up to one (1) day. In preparation for these discussions, BBB/Clever will be expected to provide Trapeze with any relevant operational materials and/or documentation requested.

The following topics will be covered during these meetings and calls:

BBB
Current operational environment (policies/procedures) as they relate to CAD/AVL System Software configuration
Hardware recommendations (as necessary)
Project timelines
Testing, training, and transition strategies
A preliminary Project Design Document outlining deliverables, goals and objectives, configurations, and expected project timelines for the implementation will be prepared by Trapeze and shared with BBB/Clever after the initial Project Design meetings. During the review process, non-standard Software functionality may be identified beyond any in-scope customizations. If desired, Trapeze will provide estimates to address these gap items, however addressing any such gaps will be considered out-of-scope and may result in additional costs.

Following completion of the preliminary Project Design Document, Trapeze will provide BBB/Clever with the document to review and provide comments. BBB/Clever will have five (5) business days to complete this review, after which the Trapeze project manager will coordinate a meeting with BBB/Clever comments. During this meeting, Trapeze will revise the Project Design Document to address BBB/Clever comments and feedback and will provide a finalized Project Design Document.

Internal Acceptance Testing
Internal Acceptance Testing (IAT) is completed by Trapeze before any Software is installed in BBB environment. During IAT, Trapeze testing specialists will perform unit and regression testing to ensure DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 166 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 3 completeness and accuracy of all standard features. These specialists will also update any automated regression test scripts to expand coverage as needed.

After unit and regression testing is completed, Trapeze Technical Product Specialists will run a series of tests in a local testing environment to ensure that all Software is functioning properly against BBB This allows Trapeze to proactively determine any potential data-related issues and ensures that all standard setup and configuration tasks can be performed for BBB, as well as validates that all branded Software is functioning as expected.

Software Installation and Configuration
Following the completion IAT, Trapeze will work with Clever and BBB to remotely install and configure the Software in BBB test and production environment. The installation into test environment will be used to carry out the testing activities. The production environment will be used to export the most current signup data to TSDE format, but will go live only during deployment activities after completion of the acceptance testing in BBB test environment. BBB will be required to complete all hardware installations (including all server configurations) in time for the installation. To assist Trapeze with the installation, BBB will provide remote access (VPN, etc.) to all necessary servers. If remote access is unavailable, Zoom will be used as an alternate method for connecting to the servers.

Installation Testing
Installation Testing will occur after the new Software has been installed in BBB test environment. This testing is designed to ensure the Software is functioning properly within BBB as well as with third party software, as necessary. Installation Testing will also ensure successful demonstration of all requirements as documented in the Project Design Document.

Applications are connected to the appropriate database(s) General Software functionality is working as designed
All configurations and settings are functioning as agreed upon in the Project Design Document Upon completion of Installation Testing, Trapeze will work with BBB to schedule training.

Training
Training Requirements
In order to facilitate remote training, BBB will need to ensure attendees are able to access online Zoom meetings as well as the BBB test environment from their current place of work.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 167 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 4 In addition to training, Trapeze will provide one (1) digital copy of all available user manuals to BBB. If desired, BBB can create additional hard copies for their users.

Training Delivery
Trapeze product training is based on standard training agendas, and sessions vary in length based on topic.

BBB
the Project Design activities. Training sessions cannot exceed eight (8) employees per session. The training will also include a refresher overview of how to identify data integrity errors to proactively detect issues within the FX data. The following table outlines the proposed training for this implementation:

Module Training Topic Duration (Days) On-site/Remote
TSDE and System
Administrator Training 2.0 Remote
and System Administrator
approach and the BBB SMEs are expected to train any additional end-users if required. Trapeze proposes that the any SME training zoom sessions to be recorded by BBB to train other end-users when needed.

Acceptance Testing
Acceptance Testing involves BBB utilizing the new Trapeze Software in the test environment to ensure it responds accurately to user inputs and all features and functions work as specified in the Project Design Document.

BBB will have ten (10) business days in which to perform an initial comprehensive end-to-end round of Acceptance Testing.

All subsequent end-to-end rounds of Acceptance Testing must be completed in no more than five (5) business days.

Testing Defect Review Tracking and Resolution
During Acceptance Testing, BBB will document and prioritize any defects encountered throughout the testing period (if any exist). Following the completion of a round of testing, BBB will supply Trapeze with a complete list of all perceived defects, which Trapeze will assess for root cause and resolve where appropriate based on the severity levels defined below.

1. Critical Defect causes failure of critical functionality or critical data and no workaround is available. o This can include but is not limited to:

System crashing
Non-recoverable conditions
Data loss or corruption
Security concerns leading to breach of information and/or misuse, or severely affecting system performance and/or functionality.

Performance defects leading to unavailability or loss of functionality.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 168 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 5

2. Major Defect partially impairs critical functionality. A workaround is available but difficult to execute. o This can include but is not limited to:

System crashing or aborting during normal operation of a non-critical flow.

Missing functionality
Inconsistent logic or display of data.

Slow responsiveness and underperformance of the system
Missing security or system patches, minor breach of information

3. Minor Defect impairs non-critical functionality with a satisfactory workaround available. o This can include but is not limited to:

Minor usability issues such as inconsistent display
Tab/shortcut keys not working.

Missing input validation
System recoverable errors
BBB will identify the priority of each defect and indicate the desired resolution sequence (1 = soonest resolution desired). Trapeze will make best reasonable effort to resolve defects of the same severity levels based on sequential order.

At the completion of each round of testing, Trapeze will work remotely to resolve all critical and major defects (if any exist). If an updated Software solution is required to resolve the defect(s), Trapeze will provide the updated Software encompassing all defect fixes. BBB will be asked to test and validate the Software to ensure all defects have been rectified. If further defects are identified, Trapeze will evaluate and work to resolve them, and BBB will be asked to execute another round of Acceptance Testing.

Once BBB confirms that all critical and major defects have been resolved, Acceptance Testing will be considered complete and the Software deemed ready for production use. BBB will be required to sign off on the Acceptance Testing. All minor defects will be transitioned to the Trapeze maintenance and support program, who will provide new Software builds addressing post-deployment defects, as necessary.

Deployment and Closure
During the deployment activities, Trapeze will begin to export data to TSDE from BBB to support operations.

Deployment Support
Trapeze will provide remote go-live support for the launch of the new Software over the course of one (1) week . BBB can leverage these services during standard
business hours to address any non-critical questions or support needs that may arise from using the Software to support live operations.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 169 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Responsibilities and Deliverables l Page 6 Closure
At the completion of the one (1) week deployment support period, all ongoing support will continue to be provided -term maintenance program. At this time, the project will be considered complete and project closure will be processed.

Responsibilities and Deliverables
Activity
Trapeze
Responsibilities
BBB Responsibilities Deliverables
Project Kick-Off
Lead project
kick-off
meeting
Develop and
maintain
project
schedule
Provide input for BBB-led
activities
Provide database
backup
Ensure all appropriate
staff attend the kick-off
meeting
Assist with developing
and maintaining the
project schedule
Kick-Off
meeting
Preliminary
project
schedule
(revised as
necessary)
Preliminary
Project Plan
Project Design
Conduct
Project
Design
meetings
Participate in Project
Design meetings
Provide documentation
as requested
Review Project Design
Document and provide
comments/feedback
Sign off on finalized
Project Design Document
Finalized
Project
Design
Document
Finalized
Project
Schedule
Internal Acceptance
Testing
Perform
Internal
Acceptance
Testing
Provide data as
necessary
Software Installation
and Configuration
Install
Software in
BBB
and
production
environment
Complete all hardware
installation(s)
Provide access to test
environment
Manage servers,
databases, backup
procedures, database
maintenance practices,
and Windows
environments and
security
Install Trapeze prerequisite Software (e.g.

ODBC connections,
database servers, etc.)
Installed
Software in
BBB
and
production
environment
Installation Testing
Perform
Installation
Testing
Provide technical
consulting as required
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 170 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Duration l Page 7 Provide access to test
environment
Training
Review
training
topics with
BBB
Conduct
training
session(s)
Provide training facilities
with network connectivity
and individual
workstations for each
participant per class
Reproduce training
materials and provide
printed copies for all
class participants and
instructor
Ensure trainees are
prepared and engaged in
the training activities
Training
agenda
Completed
training
session(s)
Available
user
manuals
Acceptance Testing
Support BBB
during
Acceptance
Testing
Perform Acceptance
Testing
Complete prioritization of
defect(s)
Re-test defect
resolutions
Escalate defects to the
appropriate Trapeze
resource
Prioritized
defects log
Software
releases, as
necessary
Deployment and
Closure
Migrate
Software to
BBB
production
environment
Provide
remote
support for
one (1) week
for Software
rollout
Escalate defects to
appropriate Trapeze
Technical Product
Specialists
Update production
system to ensure all
records are up to date
Ensure data accuracy
Confirm connectivity,
logins, etc.

Trapeze
Software is
operational
and
functional in
BBB
production
environment
Project Duration
This implementation is expected to be completed within three (3) months from the completion of the project kick-off meeting. Following contract execution, a mobilization period of up to forty-five (45) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with BBB.

If the length of the project exceeds three (3) months from the kick-off meeting, either due to BBB readiness or resourcing delays, a change order may be required to fund the extension.

Project Management
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 171 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed l Page 8 Trapeze will provide remote project management support for the entire duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will be the key point of contact for BBB for the duration of the project. Trapeze will also require BBB assign a project manager for this implementation. The two project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

A successful implementation requires effective and timely communication with all project stakeholders. Trapeze expects the project managers will meet on a bi-weekly basis.

In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key services:

Change Management: If any deliverable(s) will need to be changed mid-project, the project manager will identify the impact of the change and initiate necessary actions to ensure timelines and project costs will be adjusted.

Milestone Sign-Offs: With each completed milestone, BBB will be asked to sign off on the milestone and confirm agreement with project moving forward.

BBB
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

Resource Resource Allocation Responsibilities
Project Manager
30% of their time for
the full duration of the
project
Coordinate all resources from BBB and Clever
Coordinate conference calls and meetings, as required
Coordinate completion of Acceptance Testing
Coordinate BBB activities
Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout the project
Subject Matter
Experts
20% of their time for
the full duration of the
project
100% during Training
Participate in the completion of the Project Design
activities, as well as BBB activities
Participate in the review of all documentation
Assist project manager with completion of Acceptance
Testing
Assist with Software deployment activities
Attend Training Sessions
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 172 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed l Page 9 System
Administrators / IT
25% of their time
during Software
Installation, Testing,
and Deployment
Assist with troubleshooting network or technical issues Provide access to servers as necessary throughout the
project
Maintain system security controls & permissions, user
accounts, etc.

Assist with Software deployment activities
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 173 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Budget l Page 10 Project Budget
The following project budget includes all licenses and services required for this implementation as outlined in this statement of work.

Item Description Cost (USD)
1 Licenses $77,271
2 Implementation Services $39,173
Management Discount $(7,438)
Total Cost $109,546
Long Term Support
Item Description Cost (USD)
1 90-day Warranty Included
2 Year 1 Maintenance $15,454
Long Term Support Notes:

All subsequent maintenance renewal fees will be based on the operational characteristics of BBB at the -current pricing
The 90-day Software warranty begins upon its installation in BBB environment Payment Milestones
The below payment milestones shall be followed throughout the implementation.

Milestone Description Acceptance Criteria % of Contract Value 1 Project Kickoff Meeting Agenda and Minutes 50% of Software Licenses 5% of Services
2 Project Design Delivery of preliminary Project Design Document
15% of Services
3 Software Installation Installation of the Software in BBB test environment
25% of Services
50% of Software Licenses
4 Training Completion of Training 20% of Services
5 Acceptance TestingRound 1 Completion of Round 1 of
Acceptance Testing
20% of Services
6 Acceptance Testing -
Final
Resolution of critical and major
defects
15% of Services
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 174 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Assumptions l Page 11 Project Assumptions
General Pricing Assumptions

1. This implementation is a fixed fee engagement.

2. Pricing does not include any applicable taxes or expenses associated with BBB or Clever and any of their resources assigned to the project.

3. Prior to sharing any proprietary information with 3rd party providers, a Non-Disclosure Agreement will need to be executed with Trapeze.

4. This project is expected to be complete within no more than three (3) months from the initial project kick-off meeting.

If the length of the project will exceed the proposed timeline due to BBB delays, a Project Change Order (CO) will need to be issued and agreed upon by both parties to accommodate any additional support services required to support the increased project duration.

5. Trapeze has included services to implement TSDE and export the data from FX through TSDE. It is expected that Clever will be responsible for importing the data and making it available for any Clever project related activities.

6. -the- bed in the most
current literature.

7. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.

8. Clever/BBB are responsible for the purchase and installation of any required server hardware and

9. A BBB system administrator will be readily available for all configuration, installation, testing and deployment activities.

10. It is the responsibility of Clever/BBB to interface with TSDE data elements.

11. Licenses are based on the following operational characteristics:

Up to 195 peak vehicles

12. All services will be performed utilizing BBB he FX Software. However BBB is encouraged to upgrade to the latest version of FX.

13. Any integration with third party software or systems will be the responsibility of Clever/BBB.

14. Any services or requests not identified within this statement of work, including reviewing, or correcting data integrity issues, will be considered outside the scope of this engagement and will need to be addressed through a change order. Additional costs may apply based on the nature of the change.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 175 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Assumptions l Page 12

15. If Clever/BBB determines a need for additional support from Trapeze to review and correct any data integrity issues or training, these services will need to be addressed through the Trapeze change order process.
a. Clever/BBB is responsible for correcting all FX data issues as raised by downstream consumers of the TSDE data.

16. All services will be performed remotely.

17. Pricing is valid until September 15th, 2021.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 176 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 5 Exhibit B-5
Scope of Services, Trapeze OPS-MON
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 177 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Introduction l Page 1 Introduction
The purpose of this document is to provide Big Blue Bus ( BBB ), with a quote and scope of work for the deployment of OPS-MON. By implementing the OPS-MON, BBB will be able to pass data from Trapeze OPS to the downstream 3rd party consumers specifically the CAD/AVL System from Clever. This document outlines the implementation services to be provided by Trapeze, as well as the support required from BBB and Clever staff and resources.

OPS-MON provides three one-way (outbound) tables containing the following real-time information:

Employee master file information
Vehicle master file information
Vehicle/work/assignment information
In addition, Trapeze will be customizing the OPS-MON module to include the following for BBB:

Implementation of the operational events import to import incidents from a 3rd party CAD/AVL system.

A new custom import to import real-time pull-in/out time from a CAD/AVL system This document will outline the services needed to implement the Software and the efforts required from Trapeze, BBB and Clever.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:

Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:

1. Project Kick-Off

2. Project Design

3. Software Configuration
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 178 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 2

4. Software Development

5. Internal Acceptance Testing

6. Software Installation

7. Installation Testing

8. Training

9. Acceptance Testing

10. Deployment and Closure
Project Implementation Approach
Project Kick-Off
Following contract execution, Trapeze, BBB and Clever will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, key risks, and preliminary project schedule. Project teams from Trapeze, BBB and Clever (as required) are expected to attend the kick-off meeting.

Project Design
The Project Design meetings for OPS-MON will be held remotely over the course of up to one (1) day. In preparation for these discussions, BBB/Clever will be expected to provide Trapeze with any relevant operational materials and/or documentation requested.

The following topics will be covered during these meetings and calls:

BBB business needs
Current operational environment (policies/procedures) as they relate to CAD/AVL System Software configuration
OPS-MON and Clever Integration
Project timelines
Testing, training, and transition strategies
A preliminary Project Design Document outlining deliverables, goals and objectives, configurations, and expected project timelines for the implementation will be prepared by Trapeze and shared with BBB/Clever after the initial Project Design meetings. During the review process, non-standard Software functionality may be identified beyond any in-scope customizations. If desired, Trapeze will provide estimates to address these gap items, however addressing any such gaps will be considered out-of-scope and may result in additional costs.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 179 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 3 Following completion of the preliminary Project Design Document, Trapeze will provide BBB/Clever with the document to review and provide comments. BBB/Clever will have five (5) business days to complete this review, after which the Trapeze project manager will coordinate a meeting with BBB/Clever comments. Following this meeting, Trapeze will revise the Project Design Document to address BBB/Clever comments and feedback and will provide a finalized Project Design Document.

Software Configuration
Trapeze will configure the OPS-MON rules based on the standard functionality of the product. The version of OPSMON implemented during this project will align with BBB settings will be determined during the Project Design activities and documented appropriately. These configurations will then be utilized for Internal Acceptance Testing.

Software Development
Trapeze will provide custom development services that are required for adding the following scope:

Implementation of the operational events import that would enable import of incidents from a thirdparty CAD/AVL system.

A new custom import to import real-time pull-in/pull-out time from the CAD/AVL system with the following details:
o Creation of a new service with two (2) methods
UpdatePullInTime and UpdatePullOutTime.

Expected parameters for it will be: EventTime, Date, and VehicleNumber. OPS will then find the appropriate block based on EventTime and VehicleNumber and will adjust the ActualFromTime and ActualToTime as specified.

When changing the ActualFromTime and ActualToTime, OPS Will log these events in a new table (OPSPullInOutTimeLog: DailyBlockId, TransactionDate, TransactionTime, OriginalFromTime, OriginalToTime, NewFromTime, NewToTime).

There will not be a view for this log table in OPS, however, it is possible to query the database when needed for trouble shooting.

Trapeze will add detailed tracing activities in the new service methods for the purpose of integration trouble shooting. Further, a security key will also be added for the service.

Internal Acceptance Testing
Internal Acceptance Testing (IAT) is completed by Trapeze before any Software is installed in BBB environment. During IAT, Trapeze testing specialists will perform unit and regression testing to ensure completeness and accuracy of all standard features. These specialists will also update any automated regression test scripts to expand coverage as needed.

4.B.i
Packet Pg. 180 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 4 This allows Trapeze to proactively determine any potential data-related issues and ensures that all standard setup and configuration tasks can be performed for BBB, as well as validates that all branded Software is functioning as expected.

Clever is expected to provide support, including tools, data, and p environment. Activities completed as part of this test may include simulating data exchange as will be performed Software Installation
Following the completion IAT, Trapeze will work with Clever and BBB to remotely install and configure the Software in BBB test environment. The installation into test environment will be used to carry out the testing and training activities. BBB will be required to complete all hardware installations (including all server configurations) in time for the installation. To assist Trapeze with the installation, BBB will provide remote access (VPN, etc.) to all necessary servers. If remote access is unavailable, Zoom will be used as an alternate method for connecting to the servers. Clever will provide support to assist in connecting the Trapeze software to the Clever system.

Applications are connected to the appropriate database(s) General Software functionality is working as designed
All configurations and settings are functioning as agreed upon in the Project Design Document Clever will support this testing, ensuring that the Clever piece of this integration is working as described in the project design document.

Upon completion of Installation Testing, Trapeze will work with BBB to schedule training.

Training
Training Requirements
In order to facilitate remote training, BBB is responsible for setting up a dedicated classroom environment and include the following training equipment:

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 181 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 5 A networked computer for each trainee, with access to the test system Whiteboard and markers
LCD projector
If the above-listed items are not available, Trapeze will work with BBB to identify alternative arrangements. In addition to training Trapeze will provide one (1) digital copy of all available user manuals. If desired, BBB can create additional hard copies for their users.

Training Delivery
Trapeze OPS-MON system administrator training will be based on standard training agendas and sessions vary in length based on topic. Trapeze will provide one (1) resource to assist BBB with the training session, which will be conducted remotely via Zoom Meeting. A detailed training agenda will be provided by Trapeze prior to the start of training. Training sessions cannot exceed eight (8) employees per session.

The following table outlines the proposed training for this implementation:

Module Training Topic Duration (Days) On-site/Remote
OPS-MON Subject Matter Expert Training 0.5 Remote
Acceptance Testing
Acceptance Testing involves BBB utilizing the new Trapeze Software in the test environment to ensure it responds accurately to user inputs and all features and functions work as specified in the Project Design Document.

Trapeze will provide a resource for up to two (2) days to remotely begin the Acceptance Testing activities.

Following the remote support, BBB will have ten (10) business days in which to perform an initial comprehensive end-to-end round of Acceptance Testing.

All subsequent end-to-end rounds of Acceptance Testing must be completed in no more than five (5) business days.

Testing Defect Review Tracking and Resolution
During Acceptance Testing, BBB and Clever will document and prioritize any defects encountered throughout the testing period (if any exist). Following the completion of a round of testing, BBB and Clever will supply Trapeze with a complete list of all perceived defects, which Trapeze will assess for root cause and resolve where appropriate based on the severity levels defined below.

1. Critical Defect causes failure of critical functionality or critical data and no workaround is available. o This can include but is not limited to:

System crashing
Non-recoverable conditions
Data loss or corruption
Security concerns leading to breach of information and/or misuse, or severely affecting system performance and/or functionality.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

4.B.i
Packet Pg. 182 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Implementation Approach l Page 6 Performance defects leading to unavailability or loss of functionality.

2. Major Defect partially impairs critical functionality. A workaround is available but difficult to execute. o This can include but is not limited to:

System crashing or aborting during normal operation of a non-critical flow.

Missing functionality
Inconsistent logic or display of data.

Slow responsiveness and underperformance of the system
Missing security or system patches, minor breach of information

3. Minor Defect impairs non-critical functionality with a satisfactory workaround available. o This can include but is not limited to:

Minor usability issues such as inconsistent display
Tab/shortcut keys not working.

Missing input validation
System recoverable errors
BBB will identify the priority of each defect and indicate the desired resolution sequence (1 = soonest resolution desired). Trapeze will make every effort to resolve defects of the same severity levels based on sequential order.

At the completion of each round of testing, Trapeze will work remotely to resolve all critical and major defects (if any exist). If an updated Software solution is required to resolve the defect(s), Trapeze will provide the updated Software encompassing all defect fixes. BBB and Clever will be asked to test and validate the Software to ensure all defects have been rectified. If further defects are identified, Trapeze will evaluate and work to resolve them, and BBB will be asked to execute another round of Acceptance Testing.

Deployment and Closure
production environment so that it can be used to support live operations.

BBB and Clever SMEs are expected to be the first level support for end users during the deployment activities.

SMEs will be expected to provide support on the use of the new system, answer questions regarding functions that may be unfamiliar, and reinforce key functionalities.

Deployment Support
Trapeze will provide remote go-live support for the launch of the new Software over the course of one (1) week.

BBB can leverage these services during standard business hours to address any non-critical questions or support needs that may arise from using the Software to support live operations.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 183 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Responsibilities and Deliverables l Page 7 Closure
At the completion of the one (1) week deployment support period, all ongoing support will continue to be provided -term maintenance program. At this time, the project will be considered complete and project closure will be processed.

Responsibilities and Deliverables
Activity
Trapeze
Responsibilities
BBB/Clever Responsibilities Deliverables
Project Kick-Off
Lead project kick-off
meeting
Develop and
maintain project
schedule
Provide input for Clever and
BBB-led activities
Provide database backup
Ensure all appropriate staff
attend the kick-off meeting
Assist with developing and
maintaining the project schedule
Kick-Off
meeting
Preliminary
project
schedule
(revised as
necessary)
Preliminary
Project Plan
Project Design Conduct Project
Design meetings
Participate in Project Design
meetings
Provide documentation as
requested
Review Project Design
Document and provide
comments/feedback
Sign off on finalized Project
Design Document
Finalized
Project Design
Document
Finalized
Project
Schedule
Software Configuration
Configure the
Software as
documented in the
Project Design
Document
Provide a back up of the
production MMS database
Configured
Software in the
test
environment
Software Development Complete custom
development Consult as necessary
Completed
custom
development
as per Section

3.4 Internal Acceptance
Testing
Perform Internal
Acceptance Testing
Provide data as necessary
Provide support as necessary
Software Installation
Install Software in
BBB
environment
Complete all hardware
installation(s)
Provide access to test
environment
Manage servers, databases,
backup procedures, database
maintenance practices, and
Windows environments and
security
Install Trapeze pre-requisite
Software (e.g. ODBC
Installed
Software in
BBB
environment
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

4.B.i
Packet Pg. 184 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Duration l Page 8 Activity
Trapeze
Responsibilities
BBB/Clever Responsibilities Deliverables
connections, database servers,
etc.)
Installation Testing Perform Installation
Testing
Provide technical consulting and
testing support as required
Provide access to test
environment
Training
Review training
topics with BBB
Conduct training
sessions
Ensure trainees are prepared
and engaged in all training
activities
Training
agenda
Completed
training
sessions
Available user
manuals
Acceptance Testing Support BBB during
Acceptance Testing
Perform Acceptance Testing
Complete prioritization of
defect(s)
Re-test defect resolutions
Escalate defects to the
appropriate Trapeze resource
Prioritized
defects log
Software
releases, as
necessary
Deployment and Closure
Migrate Software to
BBB
environment
Provide remote
support for one (1)
week for Software
rollout
Escalate defects to appropriate
Trapeze Technical Product
Specialists
Update production system to
ensure all records are up to date
Ensure data accuracy
Confirm connectivity, logins, etc.

Trapeze
Software is
operational and
functional in
BBB
production
environment
Project Duration
This implementation is expected to be completed within three (3) months from the completion of the project kick-off meeting. Following contract execution, a mobilization period of up to forty-five (45) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with BBB.

If the length of the project exceeds three (3) months from the kick-off meeting, either due to BBB readiness or resourcing delays, a change order may be required to fund the extension.

Project Management
Trapeze will provide remote project management support for the entire duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will be the key point of contact for BBB and Clever for the duration of the project. Trapeze will also require BBB and Clever assign a project manager for this implementation. The three project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

4.B.i
Packet Pg. 185 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed l Page 9 A successful implementation requires effective and timely communication with all project stakeholders. Trapeze expects the project managers will meet on a bi-weekly basis.

In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key services:

Milestone Sign-Offs: With each completed milestone, Clever/BBB will be asked to sign off on the milestone and confirm agreement with project moving forward.

Clever/BBB
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

Resource Resource Allocation Responsibilities
Project Manager
30% of their time for
the full duration of the
project
Coordinate all resources from BBB and Clever
Coordinate conference calls and meetings, as required
Coordinate completion of Acceptance Testing
Coordinate BBB and Clever activities
Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout the project
Subject Matter
Experts
(BBB and Clever)
20% of their time for
the full duration of the
project
100% during SME
Training
Participate in the completion of the Project Design
activities, as well as BBB and Clever activities
Participate in the review of all documentation
BBB SMEs to participate in the SME training
Assist project manager with completion of Acceptance
Testing
Assist with Software deployment activities
System
Administrators / IT
25% of their time
during Software
Installation, Testing,
and Deployment
Assist with troubleshooting network or technical issues Provide access to servers as necessary throughout the
project
Maintain system security controls & permissions, user
accounts, etc.

Assist with Software deployment activities
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

4.B.i
Packet Pg. 186 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Budget l Page 10 Project Budget
The following project budget includes all licenses and services required for this implementation as outlined in this statement of work.

Item Description Cost (USD)
1 Licenses $61,537
2 Implementation Services $53,450
Management Discount ($26,005)
Total Cost $88,982
Long Term Support
Item Description Cost (USD)
1 90-day Warranty Included
2 Year 1 Maintenance $12,307
Long Term Support Notes:

Milestone Description Acceptance Criteria % of Contract Value 1 Project Kick Off Completion of Project Kick off
meeting
50% of Software Licenses
2 Project Design Delivery of preliminary Project Design Document
25% of Services
3 Software Installation Installation of the Software in BBB test environment
50% of Licenses
25% of Services
4 Training Completion of SME training 25% of Services
5 Acceptance TestingRound 1 Completion of Round 1 of
Acceptance Testing
15% of Services
6 Acceptance Testing -
Final
Resolution of critical and major
defects
10% of Services
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

4.B.i
Packet Pg. 187 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential Not to be Disclosed Project Assumptions l Page 11 Project Assumptions
General Pricing Assumptions

1. This implementation is a fixed fee engagement.

2. Prices for this fixed fee engagement will be honoured if BBB completes sign off on this agreement by no later than September 30, 2021. Should BBB choose not to execute contract signing by this date, Trapeze will no longer honour the services pricing listed in this scope of work.

3. Pricing does not include any applicable taxes or expenses associated with BBB/Clever and any of their resources assigned to the project.

4. Prior to sharing any proprietary information with 3rd party providers, a Non-Disclosure Agreement will need to be executed with Trapeze.

5. This project is expected to be complete within no more than three (3) months from the initial project kick-off meeting.

If the length of the project will exceed the proposed timeline due to BBB delays, a Change Order will need to be issued and agreed upon by both parties to accommodate any additional support services required to support the increased project duration.

6. The S -thecurrent literature.

7. The standard, out-of-box Software and solution delivery approach will be provided as described in the most current Software literature

8. All Software will take advantage of the existing Trapeze infrastructure, data sources and software unless otherwise stated.

9. Clever/BBB are responsible for the purchase and installation of any required server hardware and

10. A BBB system administrator will be readily available for all configuration, installation, testing and deployment activities.

11. Licenses are based on the following operational characteristics:

Up to 317 OPS processed employees

12. Any integration with third party software or systems will be the responsibility of Clever/BBB.

13. Any services or requests not identified within this statement of work, including reviewing, or correcting data integrity issues, will be considered outside the scope of this engagement and will need to be addressed through a change order. Additional costs may apply based on the nature of the change.

14. If Clever/BBB determines a need for additional support from Trapeze to review and correct any data integrity issues or training, these services will need to be addressed through the Trapeze change order process.
a. Clever/BBB are responsible for correcting all OPS data issues as raised by downstream consumers of the data.

15. All services will be performed remotely.

16. Pricing is valid until September 15th, 2021.

DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

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Packet Pg. 188 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 6 Exhibit C-5
Budget
New Licensed Products and Additional Services shall not exceed $255,180:

1. Trapeze Standard Data Exchange (TSDE) Software Licenses and Services

2. Trapeze OPS-MON Software Licenses and Services
DocuSign Envelope ID: 28D2EB71-A21D-4980-9E4D-8F578A5D2B74

4.B.i
Packet Pg. 189 Attachment: 8928_Trapeze OPS-FX 5th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 1 SIXTH MODIFICATION OF
SOFTWARE LICENSE AGREEMENT NO. 8928 (CCS)
This Sixth Modification of Agreement Number 8928 (CCS) (“Sixth Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Trapeze Software Group (“Trapeze”) is made with reference to the following:

RECITALS
A. On or about February 10, 2009, City and Trapeze entered into a Software License Agreement Number 8928 (CCS) for an Operator Management System and Customer Service Software for Big Blue Bus, with certain years of maintenance costs included (“Original Agreement”).

F. On or about September 26, 2021, City and Trapeze entered into a Fifth Modification to add and incorporate the terms and conditions under which Trapeze would provide licenses for Trapeze Standard Data Exchange (TDSE) Software and Trapeze OPS-MON Software (“New Licensed Products”), and Trapeze Standard Data Exchange (TDSE) and OPS-MON installation services, maintenance, and support (“Additional Services”). The Original Agreement, First Modification, Second Modification, Third Modification, Fourth Modification, and Fifth Modification may be referred to collectively herein as “the Agreement.”
G. The City and Trapeze desire to modify the Agreement with this Sixth Modification to extend maintenance support of the Trapeze operator and vehicle scheduling systems for two additional years (“Year 12” and “Year 13”) through June 30, 2025, as well as the following additional services: to configure the operator scheduling DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB 3/22/2023

4.B.j
Packet Pg. 190 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 2 module to accommodate a shortened workweek, to add up to two additional absence codes to the OPS Timekeeping module, and to train staff on the use of the Timekeeping module (“Additional Services”), on the terms and conditions set forth herein.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:

1. Section 4 of the Original Agreement entitled “Software Services” shall be modified by adding the following paragraph:

Additional Services. Trapeze will perform all of the installation, maintenance and support services described in Exhibit A-6.1, Extension of Maintenance Support for OPS-FX-BlockBuster, OPS-MON, and TDSE Modules; Exhibit A6.2, BBB Ops Configuration; Exhibit A-6.3, OPS Health Assessment and Training; Exhibit A-6.4, New Absence Code Configuration, and Exhibit A-6.5, Contingency—Bucket of Support (“Additional Services”). Trapeze will complete the Additional Services in accordance with Exhibit B-6, Budget.

2. Section 6 of the Original Agreement entitled “License Fees and Support Services Fees” shall be modified by adding the following paragraph:

Compensation for Extension of Maintenance Support and Additional Services. The City will compensate Trapeze for the Additional Services in an amount not to exceed Five Hundred and Twenty-Seven Thousand, Seven Hundred and Eighty-One Dollars ($527,781), as set forth in Exhibit B-6. The total contract price for services pursuant to the Original Agreement, the First Modification, the Second Modification, the Third Modification, the Fourth Modification, the Fifth Modification, and this Sixth Modification, shall not exceed Three Million, Six Hundred and Sixty-Six Thousand, Nine Hundred and Ninety-One Dollars ($3,666,991).

3. Execution in Counterparts. This Sixth Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single modification. Any signature to this Sixth Modification transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

4. Exhibit A-6.1, Exhibit A-6.2, Exhibit A-6.3, Exhibit A6-4, Exhibit A6-5, and Exhibit B-6 are attached hereto incorporated herein by this reference.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 191 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 3 5. Except as expressly modified by this Sixth Modification, all other terms and conditions of the Original Agreement shall be and remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Sixth 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
ABC Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB City Attorney
3/20/2023

DOUGLAS SLOAN
Modaxo
Rod Jones
3/22/2023
President
David White
City Manager
3/22/2023
City Clerk
Denise Anderson-Warren
3/28/2023

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Packet Pg. 192 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 4 Exhibit A-6.1
Scope of Services
Extension of Maintenance Support for OPS-FX-BlockBuster, OPS-MON, and TDSE Modules
Maintenance Support Services for OPS/BlockBuster/FX/OPS-MON/TSDE Product Period of Service Period of Service
BlockBuster/FX July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 Info Com July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 Mapmaker July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 OPS-SIT with BioKey July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 OPS-All July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 OPS IVR July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 OPS-Web July 1, 2023-June 30, 2024 July 1, 2024-June 30, 2025 OPS-MON July 1, 2023-June 30, 2024* July 1, 2024-June 30, 2025 TSDE July 1, 2023-June 30, 2024* July 1, 2024-June 30, 2025 *Covered by 5th Modification Terms and Conditions
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 193 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 5 Exhibit A-6.2
Scope of Services
BBB Ops Configuration
Compressed Work Week
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 194 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling Submitted by:

Trapeze Software Group, Inc.
5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402
Beverly D’Souza, Sales Specialist
Tel: +1 905-629-8727 x104850
[email protected]
City of Santa Monica
OPS Configuration
Statement of Work
January 6, 2023
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 195 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Table of Contents Table of Contents
Introduction .......................................................................................................................................... 1 Trapeze Professional Services ............................................................................................................. 1 Personnel ...............................................................................................................................................................1 Implementation Methodology Overview ...............................................................................................................1 Project Implementation Approach ........................................................................................................ 2 Project Kick-off.......................................................................................................................................................2 Project Design ........................................................................................................................................................2 Software Configuration..........................................................................................................................................2 Internal Acceptance Testing..................................................................................................................................4

3.4.1 Software Demonstration...................................................................................................................................................4 Software Installation and Configuration ...............................................................................................................5 Installation Testing.................................................................................................................................................5 Acceptance Testing................................................................................................................................................5 Deployment and Closure .......................................................................................................................................6 Responsibilities and Deliverables ........................................................................................................ 7 Project Duration ................................................................................................................................... 8 BBB’s Resource Requirements ............................................................................................................ 8 Project Assumptions ............................................................................................................................. 9 General Pricing Assumptions ................................................................................................................................9 Exhibit A-1 ......................................................................................................................................... 10 Project Budget......................................................................................................................................................10 Payment Milestones ............................................................................................................................................10 DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 196 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Introduction l Page 1 Introduction
City of Santa Monica has requested to introduce a 4-day week schedule to bid on (i.e., 3 days off), requiring selection of 10h runs and this 4-day schedule would not apply to Extra Board (EB) operators.

The purpose of this document is to provide BBB with a quote and scope of work for services required to configure and test the necessary OPS changes to align with BBB’s business requirements. The following information defines the implementation services to be provided by Trapeze, as well as the support required from BBB staff and resources.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:
• Project Manager: The centralized point of contact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to deliver the changes as identified in this statement of work.
• Technical Product Specialist(s): The primary technical point(s) of contact supporting the design, installation, configuration, testing, and implementation of the Software.

Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:

1. Project Kick-off

2. Project Design

3. Software Configuration

4. Internal Acceptance Testing
a. Software Demonstration
b. Payroll Comparison

5. Software Installation and Configuration

6. Installation Testing

7. Acceptance Testing

8. Deployment and Closure
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 197 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 2 Project Implementation Approach
Project Kick-off
Following contract execution, Trapeze and BBB will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, and key risks. Project teams from both Trapeze and BBB are expected to attend the kick-off meeting.

Upon conclusion of the kick-off meeting, Trapeze will work with BBB to gain access to a database backup of their current Trapeze environment.

Project Design
The Project Design meetings for the OPS configurations will be held remotely via Zoom over the course of up to four (4) hours to confirm the project scope and requirements. In preparation for these discussions, BBB will be expected to provide Trapeze with any relevant operational materials and/or documentation requested. The following topics will be covered during these meetings and calls:
• Review current operational policies and procedures as they relate to the OPS processes • Review and finalize project timelines
A preliminary Project Design Document (PDD) outlining deliverables, goals and objectives, configurations, and expected project implementation timelines will be prepared by Trapeze and shared with BBB after the initial Project Design meetings. During the review process, non-standard Software functionality may be identified beyond any in-scope customizations. If desired, Trapeze will provide estimates to address these gap items, however, addressing any such gaps will be considered out-of-scope and may result in additional costs.

Following completion of the preliminary Project Design Document, Trapeze will share the document with BBB to review and provide comments. BBB will have five (5) business days to complete the review of the preliminary Project Design Document, after which the Trapeze project manager will coordinate a meeting with BBB’s project team to review the comments. Following this meeting, Trapeze will revise the preliminary Project Design Document to address BBB’s comments and feedback and will provide BBB a finalized Project Design Document.

Software Configuration
Using the final PDD, Trapeze will work with BBB to remotely configure the OPS changes in a local test environment. Trapeze will create a new bid unit that requires 3 days off per week during bid selection process e.g., ‘4/10’ or ‘CWW’.

The following configurations are expected to be included as part of the scope in the PDD:

Pre-requisites
BBB scheduling team to create a new run type to make the 10h runs a distinct type i.e. CWW Bidding
- New bid unit to be associated to a WorkTypeGroup containing only this run type i.e. a 4-day operator can only select 10h runs
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 198 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 3 - Existing ‘FT Bid Work’ bid unit to remain for 5-day operators who have 2 days off per week but will have option to select this new 10h run type, due to contract stipulating that ALL available work must be provided as an option to bid.
(*renaming bid unit name will cause disconnect with existing bids) - An operator can choose to be a 5-day operator but select all/some work from the 10h runs (mixed 8/10 hr runs are allowed during bid selection for 5-day) - While the quota for 4-day off operators will be 10 (at least initially), a scenario may arise where an operator who wants to be a 4-day is unable to select work for each of his 4 work days (due to 5 day operators being able to select 10h runs also) and must opt to be a 5 day. o BBB will need to track 10h run selections by 5-day operators and manage/update the 4 day bid quotas as needed.

Accruals
- Update Max To Deduct accordingly.
- ‘Use Designated’ is currently checked, thus system will calculate 8h or 10h accordingly based on Employee Type’s ‘weekly hours work’ and days off for that week. - ‘Use Pay Value’ not used so TK does not determine usage.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 199 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 4

Timekeeping
- Existing pay rules are not bid-unit based.
- New pay rules required to differentiate from 5-day (8h) based operators:
o Absences
o Daily Overtime
o Daily Guarantee
o Stat Holiday
Internal Acceptance Testing
Internal Acceptance Testing (“IAT”) is completed remotely by Trapeze before the OPS changes are installed in BBB’s test environment. During IAT, Trapeze Technical Product Specialists will perform testing to ensure completeness and accuracy of all approved design and data elements as outlined in the final Project Design Document.

The Trapeze Technical Product Specialists will run a series of tests in a local testing environment to ensure that the OPS changes are functioning properly against BBB’s specific data and configuration. This allows Trapeze to proactively determine any potential data-related issues and ensure that all standard setup and configuration tasks can be performed for BBB.

3.4.1 Software Demonstration
Trapeze will provide a demonstration of the Software configurations to confirm that they meet all requirements as documented in the PDD. The demonstration session will be conducted remotely via Zoom over the course of up-to two (2) hours and will focus on validating the function requirements and data output as documented in the PDD. Furthermore, the demonstration session will also help familiarize BBB with the upcoming changes to its OPS Software.

3.4.2 Payroll Comparison
To support testing of payroll records, Trapeze will compare and test against an historical production pay period to verify the Software configurations are functioning as documented in the PDD. The pay period selected should include a holiday week.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 200 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 5 Software Installation and Configuration
Trapeze will work with BBB to remotely install and configure the changes in BBB’s test environment. BBB will be required to complete all hardware installations (including all server configurations) in time for the test environment installation. To assist Trapeze with the installation, BBB will be required to provide remote access (VPN, etc.) to all necessary servers. If remote access is unavailable, Zoom will be used as an alternate method for connecting to the servers. The final PDD will be used to complete the configurations within the OPS Software.

Installation Testing
Installation Testing will occur after the changes have been installed in BBB’s test environment. This testing is designed to ensure the Software is functioning properly within BBB’s test environment, as well as with third party software, as necessary.

During Installation Testing, BBB will grant Trapeze access to their servers so that Trapeze can perform testing of key Software functionality and validate the Software is functioning properly in BBB’s test environment. During Installation Testing, Trapeze will validate the following:
• Applications are connected to the appropriate database(s) • General Software functionality is working as designed • All configurations and settings are functioning as expected Acceptance Testing
Acceptance Testing involves BBB utilizing the OPS 4-day Work Week configurations in the test environment to ensure they respond accurately to user inputs and all features and functions work as expected.

Trapeze will provide remote support during the Acceptance Testing activities. BBB will have ten (10) business days in which to perform an initial comprehensive end-to-end round of Acceptance Testing. All subsequent endto-end rounds of Acceptance Testing must be completed in no more than five (5) business days.

1. Critical – Defect causes failure of critical functionality or critical data, and no workaround is available. o This can include but is not limited to:
▪ System crashing
▪ Non-recoverable conditions
▪ Data loss or corruption
▪ Security concerns leading to breach of information and/or misuse, or severely affecting system performance and/or functionality.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 201 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 6 ▪ Performance defects leading to unavailability or loss of functionality.

2. Major – Defect partially impairs critical functionality. A workaround is available but difficult to execute. o This can include but is not limited to:
▪ System crashing or aborting during normal operation of a non-critical flow. ▪ Missing functionality
▪ Inconsistent logic or display of data.
▪ Slow responsiveness and underperformance of the system ▪ Missing security or system patches, minor breach of information

3. Minor – Defect impairs non-critical functionality with a satisfactory workaround available. o This can include but is not limited to:
▪ Minor usability issues such as inconsistent display
▪ Tab/shortcut keys not working.
▪ Missing input validation
▪ System recoverable errors
BBB will identify the priority of each defect and indicate the desired resolution sequence (1 = soonest resolution desired). Trapeze will make every effort to resolve defects of the same severity levels based on sequential order.

Once BBB confirms that all critical and major defects have been resolved, Acceptance Testing will be considered complete, and the Software configurations deemed ready for production use. BBB will be required to sign off on the Acceptance Testing. All minor defects will be transitioned to the Trapeze maintenance and support program, who will provide new Software builds addressing post-deployment defects, as necessary.

Deployment and Closure
During the deployment activities, Trapeze will migrate the 4-day Work Week configurations from BBB’s test environment to BBB’s production environment so that they can be used to support live operations.

Deployment Support
Trapeze will provide remote go-live support for the launch of the OPS changes over the course of one (1) week.

BBB can leverage these services during standard business hours to address any non-critical questions or support needs that may arise from using the Software to support live customer operations.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 202 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Responsibilities and Deliverables l Page 7 Closure
At the completion of the one (1) week deployment support period, all ongoing support will be transitioned to and provided through Trapeze’s long-term maintenance program. At this time, the project will be considered complete and project closure will be processed.

Responsibilities and Deliverables
Activity Trapeze Responsibilities BBB Responsibilities Deliverables Project Kick-off
• Lead project kick-off
meeting
• Collaborate with BBB
in developing project
agenda
• Provide input for BBB-led
activities
• Ensure all appropriate staff
attend the kick-off meeting
• Assist with developing and
maintaining the project agenda
• Kick-off meeting
• Kick-off
Presentation (MS
PowerPoint)
• Preliminary
project agenda
Project Design
• Conduct Project
Design meetings
• Participate in Project Design
meetings
• Provide documentation as
requested
• Review Project Design Document
and provide comments/feedback
• Sign off on finalized Project
Design Document
• Project Design
Document
• Finalized Project
Schedule
Software
Configuration
• Complete Software
configuration changes
as documented in the
PDD
• Consult as required
• Completed
configuration as
identified in PDD
Internal
Acceptance
Testing
• Perform Internal
Acceptance Testing
• Software
Demonstration
• Payroll comparison
• Provide data as necessary
• Attend software demonstration
and provide feedback
Software
Installation and
Configuration
• Install and configure
changes in BBB’s test
environment
• Complete all hardware
installation(s)
• Provide access to test
environment
• Manage servers, databases,
backup procedures, database
maintenance practices, and
Windows environments and
security
• Install Trapeze pre-requisite
Software (e.g., ODBC
connections, database servers,
etc.)
• Installed and
configured
changes in BBB’s
test environment
Installation
Testing
• Perform Installation
Testing
• Provide technical consulting as
required
• Provide access to test
environment
Acceptance
Testing
• Support BBB during
Acceptance Testing • Perform Acceptance Testing • Prioritized defects log DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 203 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Duration l Page 8 • Complete prioritization of
defect(s)
• Re-test defect resolutions
• Escalate defects to the
appropriate Trapeze resource
• Software
releases, as
necessary
Deployment and
Closure
• Migrate the Software
to BBB’s production
environment
• Provide support for
one (1) week for the
deployment of the
Software changes
• Escalate issues to Trapeze
• Update the production system to
ensure all records are up to date
• Ensure data correctness
• Confirm connectivity, logins, etc.
• Confirm finalization and closure
of all contract deliverables
• Clear any outstanding project
balance
• Trapeze OPS 4-
day Work Week
configurations
are operational
and functional in
BBB’s production
environment
Project Duration
This implementation is expected to be completed within four (4) months from the completion of the project kickoff meeting. Following contract execution, a mobilization period of up to forty-five (45) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with BBB.

If the length of the project exceeds four (4) months from the kick-off meeting, either due to BBB’s readiness or resourcing delays, a change order may be required to fund the extension.

BBB’s Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

Resource Resource Allocation Responsibilities
Project Manager
30% of their time for
the full duration of the
project
• Coordinate all resources from BBB
• Coordinate conference calls and meetings, as
required
• Coordinate completion of Acceptance Testing
• Coordinate BBB activities
• Work with the Trapeze project manager to identify
risks, issues, and mitigations throughout the project
Subject Matter
Experts
70% of their time for
the full duration of the
project
• Participate in the review of all documentation
• Assist project manager with completion of
Acceptance Testing
System
Administrators / IT
25% of their time
during Software
Installation, and Testing
• Assist with troubleshooting network or technical
issues
• Provide access to servers as necessary throughout
the project
• Maintain system security controls & permissions,
user accounts, etc.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 204 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Assumptions l Page 9 Project Assumptions
General Pricing Assumptions

1. This implementation is a fixed fee engagement.

2. The Software will take advantage of existing Trapeze infrastructure, data sources unless otherwise stated.

3. All services will be performed remotely utilizing BBB’s existing version.

4. BBB is responsible for the purchase and installation of any required server hardware (servers shall be preconfigured to Trapeze’s specifications), if necessary.

5. All execution of test cases will be the responsibility of BBB. Trapeze will provide standard test cases.

6. Any integration with third party software or systems will continue to be the responsibility of BBB.

7. Any services or requests not identified within this statement of work, including reviewing, or correcting data integrity issues, will be considered outside the scope of this engagement and will need to be addressed through a change order. Additional costs may apply based on the nature of the change. o No Development is included as part of this project implementation. If any development is identified in project, a change order may be required.

8. A BBB system administrator will be readily available for all configuration, installation, and testing activities.

9. Pricing is valid until March 31st, 2023.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 205 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Exhibit A-1 l Page 10 Exhibit A-1
Project Budget
The following project budget includes all services required for this implementation as outlined in this statement of work.

Item Description Cost (USD)
1 Implementation Services $53,500

Total Cost $53,500
Payment Milestones
The below payment milestones shall be followed throughout the implementation.

Milestone Description Acceptance Criteria % of Contract Value 1 Project Design Delivery of the preliminary Project Design Document
25% of Services
2 Software Demonstration Completion of Software Demonstration session
20% of Services
3 Software Installation –
Test Environment
Installation of the changes in BBB’s test
environment
25% of Services
4 Acceptance Testing Resolution of critical and major defects 20% of Services 5 Software Installation –
Production Environment
Installation of the changes in BBB’s
production environment
10% of Services
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 206 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Exhibit A-1 l Page 11 Thank you for taking the time
to review this proposal.

Please reach out to us with
any questions or comments.

Your feedback is always
appreciated.

Here for the journey is more than our
tagline – It’s our commitment to you. Our
value is in our ability to address your needs
and please your riders. We always strive to
do both.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 207 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 6 Exhibit A-6.3
Scope of Services
OPS Health Assessment and Training
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 208 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling Submitted by:

Trapeze Software Group
Beverly D’Souza, OPS Solution Consultant
Tel : 647 204 0876
Email : [email protected]
Big Blue Bus
OPS-Timekeeping Health Assessment & Training
Statement of Work
November 15, 2022
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 209 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Table of Contents Table of Contents
Introduction .......................................................................................................................................... 1 Trapeze Professional Services ............................................................................................................. 1 Personnel ...............................................................................................................................................................1 Implementation Methodology Overview ...............................................................................................................1 Project Implementation Approach ........................................................................................................ 1 Project Kick-off.......................................................................................................................................................1 Solution Assessment and Training........................................................................................................................1 Responsibilities and Deliverables ........................................................................................................ 4 Project Duration ................................................................................................................................... 5 Project Management ............................................................................................................................ 5 BBB’s Resource Requirements ............................................................................................................ 5 Project Assumptions ............................................................................................................................. 6 Exhibit A-1 ............................................................................................................................................ 7 Project Budget........................................................................................................................................................7 Payment Milestones ..............................................................................................................................................7 DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 210 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Introduction l Page 1 Introduction
Big Blue Bus (“BBB”) is currently using the Trapeze OPS Software and has requested Trapeze services for assessing its current use of the OPS-Timekeeping module and assisting with the review of best practices, procedures, or functionality to optimize BBB’s use of the overall Trapeze OPS-Timekeeping solution.

Further, BBB also wants to avail training services for up to one (1) user for the OPS-Timekeeping module.

This document will outline the services and the effort required from both Trapeze and BBB to complete these objectives and make recommendation for OPS usage optimization and training, as necessary.

Trapeze Professional Services
Personnel
To ensure successful completion of this project, Trapeze will utilize the following professional services personnel:
• Project Manager: The centralized point of contact for the project. The project manager is responsible for coordinating project schedules, deliverables and resources required to deliver the Trapeze services as identified in this statement of work.
• Technical Product Specialist(s): The primary technical point(s) of contact supporting the assessment.

Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:

1. Project Kick-off

2. Solution Assessment

3. Training

4. Recommendations and Feedback
Project Implementation Approach
Project Kick-off
Following contract execution, Trapeze and BBB will hold a remote project kick-off meeting to align stakeholders on project scope and timelines, as well as review roles, responsibilities, and key risks. Project teams from both Trapeze and BBB are expected to attend the kick-off meeting.

Solution Assessment and Training
Initially, Trapeze will work with BBB to assess the current use of its Trapeze OPS-Timekeeping module. This DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 211 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 2 assessment will focus on the integration between products and modules, as well as the current Software usage of OPS-Timekeeping while considering best practices and feature adoption.

To support BBB with this assessment, Trapeze will provide the following support services:
• Meet with payroll team and SME(s) and discuss issues
• Observe Timekeeping calculations and adjustments being made • Check existing production settings
• High level review of new features in current version and beyond, with SME(s) to determine which features to implement.
• Review reporting, auditing, develop action list with senior staff • Off-site documentation services to complete and deliver an “Assessment and Recommendations Report”
• Off-site Project Management, assessment preparation and resource preparation Prior to the start of any assessment sessions, Trapeze will provide a detailed agenda for the OPS-Timekeeping assessment component to be discussed during the remote sessions.

In order to gain resource efficiencies and to minimize cost to BBB, a Trapeze Technical Product Specialist will provide on-site OPS-Timekeeping assessments services for up to two (2) days.

Assessment Activities and Deliverables
Based on the allotted timeline outlined above, Trapeze will provide one (1) on-site Technical Product Specialist (TPS) resource to assist with completing the following tasks:
• Shadow BBB staff as necessary
• Discuss current challenges, manual workarounds, and resolutions • Review current Software configurations and parameters • Evaluate and provide information on any Software features currently not in use and likely beneficial to BBB processes
• Review current Trapeze integrations
• Meet with BBB SMEs / super users to discuss and review findings Training
After the completion of Assessment activities, Trapeze will proceed to complete the OPS-Timekeeping training for one (1) resource of BBB. This training will be completed in up to one (1) day during the on-site trip for the OPS-Timekeeping Assessment.

In order to facilitate the on-site training, BBB is responsible for setting up a dedicated classroom environment that includes the following training equipment:
• A networked computer for each trainee, with access to the test system • Whiteboard and markers
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 212 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 3 • LCD projector
If the above-listed items are not available, Trapeze will work with BBB to identify alternative arrangements. In addition to training, Trapeze will provide one (1) digital copy of all available user manuals. If desired, BBB can create additional hard copies for their users.

Trapeze product training is based on standard training agendas, and sessions vary in length based on topic.

Training will cover Software functionality, key Software best practices, Software configurations, and Software application maintenance practices.

The following table outlines the proposed on-site training:

Module Training Topic Duration (Days) On-site/Remote
OPS-Timekeeping Subject Matter Expert Training 1.0 On-site Timekeeping Training
Timekeeping allows BBB to capture an employee’s work and transform it to an employee’s pay. The timekeeping function in WFM is designed to help BBB add, edit, remove and zero out timekeeping transactions. The timekeeping users will learn how to audit and analyze timekeeping records and build daily, weekly, or bi-weekly payroll files.

Assessment and Recommendations Report
Following the completion of the assessment and training trip, Trapeze will provide BBB a preliminary Assessment and Recommendations Report. This report will be provided to BBB within ten (10) business days from the final day of the assessment/training trip. The report will detail BBB’s current challenges with the Software configurations and parameters and will outline specific recommended changes to improve efficiency or integration of Trapeze OPS-Timekeeping.

The purpose of the Assessment and Recommendations Report is to:
• Identify any tools, features, or best practices available within BBB’s current Trapeze OPS-Timekeeping Software which can be leveraged to improve process efficiencies • Highlight existing knowledge gaps with BBB’s staff — as these will become the focus of future training efforts at BBB
• Identify any Software configuration changes that BBB may benefit from in order to gain operational benefits and efficiencies for the OPS-Timekeeping Software • Discuss the introduction of any ancillary data adjustments or changes to assist BBB with current operational challenges
• Provide a summary of the Software integrations and recommendations for best practices, improvements, and process changes
Should any product defects be identified during the assessment, they will be addressed through Trapeze’s longterm maintenance program. Support with executing any recommendations or suggested next steps will not be covered by the standard maintenance program, however, these items can be addressed via a new scope of work.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 213 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Responsibilities and Deliverables l Page 4 BBB will have the opportunity to review the report and inform Trapeze of the recommendations it wants assistance with implementing based on estimated operational impact/benefits, cost, and effort. Following the selection of the recommendations, Trapeze will work with BBB to document any services to be provided in an associated scope of work.

Prior to the delivery of the final Assessment and Recommendations Report, Trapeze will schedule a meeting with BBB SMEs to review the report and complete any revisions.

Final Review and Feedback Meeting
Once the final Assessment and Recommendations Report is delivered to BBB Trapeze will schedule a final review and feedback meeting with BBB SMEs/Senior Leadership/Super Users. This meeting will be held remotely for up to four (4) hours and will assist in gathering BBB’s feedback and review BBB’s action plan for the implementation of the recommendations.

During the meeting, Trapeze will review each recommendation included in the report and will provide BBB with the necessary information required to make an informed decision on which recommendation(s) to implement.

After the completion of the final review and feedback meeting this work order will be considered complete and BBB will be required to sign off on this project.

4.B.j
Packet Pg. 214 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Duration l Page 5 Project Duration
This implementation is expected to be completed within two (2) months from the notice to proceed. Following contract execution, a mobilization period of up to forty-five (45) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with BBB.

If the length of the project exceeds two (2) months from the notice to proceed, either due to BBB’s readiness or resourcing delays, a change order may be required to fund the extension.

Project Management
Trapeze will provide remote project management support for the entire duration of the project. The Trapeze project manager will be responsible for the successful planning, design, and execution of the project, including effective stakeholder communication, risk mitigation and meeting project milestones. The project manager will be the key point of contact for BBB for the duration of the project. Trapeze will also require BBB assign a project manager for this implementation. The two project managers will work together to ensure consistent dialogue is maintained through well-established communication channels.

A successful implementation requires effective and timely communication with all project stakeholders. Trapeze expects the project managers will meet on a bi-weekly basis.

In addition to the responsibilities outlined above, Trapeze project managers will also provide the following key services:
• Change Management: If any deliverable(s) will need to be changed mid-project, the project manager will identify the impact of the change and initiate necessary actions to ensure timelines and project costs will be adjusted.
• Milestone Sign-Offs: With each completed milestone, BBB will be asked to sign off on the milestone and confirm agreement with project moving forward.

BBB’s Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this Statement of work.

4.B.j
Packet Pg. 215 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Assumptions l Page 6 Resource Resource Allocation Responsibilities
Senior
Leadership/Subject
Matter Experts/Super
Users
15% of their time for
the full duration of the
project
100% of their time
during final review and
feedback meeting
• Gather and provide feedback from BBB employees
about the OPS-TK Software and discuss issues with
Trapeze
• Review the Assessment and Recommendations
Report and provide feedback during the final review
and feedback meeting
Project Assumptions

1. All services will be performed using BBB’s existing version of OPS and OPS-Timekeeping

2. This implementation is a fixed-fee engagement.

3. The Assessment and Recommendations Report will be provided in a Trapeze determined format.

4. Any services or requests that are outside the scope of this assessment will need to be addressed through a change order.

5. Expenses have been included for up to one (1) on-site trip for the following services:
o OPS-Timekeeping Assessment for up to two (2) days
o OPS-Timekeeping Training for up to one (1) day for one BBB resource

6. Expenses assume a minimum of two weeks' notice is provided by BBB to Trapeze in advance of any on-site trip being scheduled. Expenses are subject to additional charges if insufficient notice is provided.

7. The delivery of on-site services is conditional on the guidance of the latest travel and health advisories issued by relevant authorities, as well as appropriate workplace safety precautions being implemented at BBB.

Trapeze and BBB may opt to exercise alternate remote options if on-site services are not feasible. o In the event of travel restrictions due to COVID-19 (or alike situation) Trapeze and BBB will work together to progress the project remotely and agree upon a revised timeline. This change will not impact the cost of the project.

8. It is expected that a BBB subject matter expert and system administrator will be readily available for the remote OPS-TK assessment.

9. Pricing does not include any applicable taxes or expenses associated with BBB and any of its resources assigned to the project.

10. This project is expected to be complete within no more than two (2) months from the initial project kick-off meeting.

11. Pricing is valid until March 31, 2023.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 216 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Exhibit A-1 l Page 7 Exhibit A-1
Project Budget
The following project budget includes all services required for this project as outlined in this statement of work.

Item Description Cost (USD)
1 Implementation Services $19,688
2 Expenses $2,650

Total Cost $22,338
Payment Milestones
The below payment milestones shall be followed throughout the implementation.

Milestone Description Acceptance Criteria % of Contract Value 1 OPS-TK Assessment Completion of the OPS-TK solution
assessment sessions
30% of Services and Expenses
2 OPS-TK Training Completion of the OPS-TK training 30% of Services and Expenses 3 Assessment and
Recommendations
Report - Preliminary
Delivery of Preliminary Assessment
and Recommendations Report
25% of Services and Expenses
4 Assessment and
Recommendations
Report - Final
Delivery of Final Assessment and
Recommendations Report
10% of Services and Expenses
5 Final Review and
Feedback Meeting
Completion of the final review and
feedback meeting
5% of Services and Expenses
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 217 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Exhibit A-1 l Page 8 Thank you for taking the time
to review this proposal.

Please reach out to us with
any questions or comments.

Your feedback is always
appreciated.

Here for the journey is more than our
tagline – It’s our commitment to you. Our
value is in our ability to address your needs
and please your riders. We always strive to
do both.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 218 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 7 Exhibit A-6.4
Scope of Services
New Absence Code Configuration
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 219 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling Submitted by:

Trapeze Software Group, Inc.
5265 Rockwell Dr. NE, Cedar Rapids, IA, USA 52402
Beverly D’Souza, OPS Solution Consultant
Tel: +1 905-629-8727 x104850
[email protected]
City of Santa Monica (“BBB”)
OPS Configuration
Statement of Work
November 9, 2022
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

4.B.j
Packet Pg. 220 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Table of Contents Table of Contents
Introduction .......................................................................................................................................... 1 Trapeze Professional Services ............................................................................................................. 1 Personnel ...............................................................................................................................................................1 Implementation Methodology Overview ...............................................................................................................1 Project Implementation Approach ........................................................................................................ 2 Project Kick-off.........................................................................................................Error! Bookmark not defined.

Project Design ........................................................................................................................................................2 Software Configuration..........................................................................................................................................2 Internal Acceptance Testing..................................................................................................................................3

3.4.1 Software Demonstration...................................................................................................................................................3 Software Installation and Configuration ...............................................................................................................3 Installation Testing.................................................................................................................................................3 Acceptance Testing................................................................................................................................................4 Deployment and Closure .......................................................................................................................................5 Responsibilities and Deliverables ........................................................................................................ 6 Project Duration ................................................................................................................................... 7 BBB’s Resource Requirements ............................................................................................................ 7 Project Assumptions ............................................................................................................................. 8 General Pricing Assumptions ................................................................................................................................8 Exhibit A-1 ............................................................................................................................................ 9 Project Budget........................................................................................................................................................9 Payment Milestones ..............................................................................................................................................9 DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 221 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Introduction l Page 1 Introduction
City of Santa Monica has requested ‘Absence code’ changes within OPS for its Big Blue Bus (“BBB”) Agency only.

The purpose of this document is to provide BBB with a quote and scope of work for services required to configure, test, support, and deploy the new absence code along with the accrual type to ensure it meets BBB’s business requirements and that there are no impacts to the existing configuration and pay rules. The following information defines the implementation services to be provided by Trapeze, as well as the support required from BBB staff and resources.

Trapeze Professional Services
Personnel
To ensure successful completion of this implementation, Trapeze will utilize the following professional services personnel:
• Technical Product Specialist(s): The primary technical point(s) of contact supporting the design, installation, configuration, testing, and implementation of the Software.

Implementation Methodology Overview
This project will be executed in a phased approach, with key activities identified below:

1. Project Design

2. Software Configuration

3. Internal Acceptance Testing
a. Software Demonstration

4. Software Installation and Configuration

5. Installation Testing

6. Acceptance Testing

7. Deployment and Closure
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 222 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 2 Project Implementation Approach
Project Design
The Project Design meetings for the OPS configurations will be held remotely via Zoom over the course of up to two (2) hours to confirm the project scope and requirements. In preparation for these discussions, BBB will be expected to provide Trapeze with any relevant operational materials and/or documentation requested. The following topics will be covered during these meetings and calls:
• Review current operational policies and procedures as they relate to the OPS processes • Review and finalize project timelines
A preliminary Project Design Document (PDD) outlining deliverables, goals and objectives, configurations, and expected project implementation timelines will be prepared by Trapeze and shared with BBB after the initial Project Design meetings. During the review process, non-standard Software functionality may be identified beyond any in-scope customizations. If desired, Trapeze will provide estimates to address these gap items, however, addressing any such gaps will be considered out-of-scope and may result in additional costs.

Software Configuration
Using the final PDD, Trapeze will work with BBB to remotely configure the OPS Timekeeping changes in local test environment. The New Absence SMPPL requires a set of new configurations of pay code, payroll code, accruals and should pay straight like regular pay (REG). The following configurations are expected to be included as part of the scope in the PDD:

1. New absence type called ‘100% SM Paid Parental Leave’ a. This absence should pay at straight rate like regular pay (REG) b. The associated new pay code should be ‘SMPPL-100% SM Paid Parental Leave’ c. The associated new payroll code should be ‘493-SM-PPL – 100 %’ d. This absence type must have accruals associated with maximum pay amount of 240 hours (6-Weeks) instead of 80 hours.

2. New Accrual Balance – Accrual Type List: ‘SMPPL’ must be added up to 240 hours (6-Weeks) to be set manually in OPS.
a. Time Duration Pay Type: Actual based on a From Time and To Date entered b. Reference: SMPPL
c. Reporting Group: Absence-Absence Agency: Big Blue Bus DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 223 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 3 Internal Acceptance Testing
Internal Acceptance Testing (“IAT”) is completed remotely by Trapeze before the OPS changes are installed in BBB’s test environment. During IAT, Trapeze Technical Product Specialists will perform testing to ensure completeness and accuracy of all approved design and data elements as outlined in the final Project Design Document.

3.3.1 Software Demonstration
Trapeze will provide a demonstration of the new payroll export and configurations to confirm that they meet all requirements as documented in the PDD. The demonstration session will be conducted remotely via Zoom over the course of up-to one (1) hour and will focus on validating the payroll export design and data output as documented in the PDD. Furthermore, the demonstration session will also help familiarize BBB with the upcoming changes to its OPS Software.

Software Installation and Configuration
Trapeze will work with BBB to remotely install and configure the changes in BBB’s test environment. BBB will be required to complete all hardware installations (including all server configurations) in time for the test environment installation. To assist Trapeze with the installation, BBB will be required to will provide remote access (VPN, etc.) to all necessary servers. If remote access is unavailable, Zoom or BBB’s preferred secure connection will be used as an alternate method for connecting to the servers. The final PDD will be used to complete the configurations within the OPS Software.

During Installation Testing, BBB will grant Trapeze access to their servers so that Trapeze can perform testing of key Software functionality and validate the Software is functioning properly in BBB’s test environment. During Installation Testing, Trapeze will validate the following:
• Applications are connected to the appropriate database(s) • General Software functionality is working as designed • All configurations and settings are functioning as expected DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 224 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 4 Acceptance Testing
Acceptance Testing involves BBB utilizing the OPS changes in the test environment to ensure they respond accurately to user inputs and all features and functions work as expected.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 225 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Implementation Approach l Page 5 At the completion of each round of testing, Trapeze will work remotely to resolve all critical and major defects (if any exist). If an updated Software solution is required to resolve the defect(s), Trapeze will provide the updated Software encompassing all defect fixes. BBB will be asked to test and validate the Software to ensure all defects have been rectified. If further defects are identified, Trapeze will evaluate and work to resolve them, and BBB will be asked to execute another round of Acceptance Testing.

Once BBB confirms that all critical and major defects have been resolved, Acceptance Testing will be considered complete, and the Software deemed ready for production use. BBB will be required to sign off on the Acceptance Testing. All minor defects will be transitioned to the Trapeze maintenance and support program, who will provide new Software builds addressing post-deployment defects, as necessary.

Deployment and Closure
During the deployment activities, Trapeze will migrate the changes from BBB’s test environment to BBB’s production environment so that they can be used to support live operations.

Deployment Support
Trapeze will provide remote go-live support for the launch of the OPS changes over the course of one (1) week.

BBB can leverage these services during standard business hours to address any non-critical questions or support needs that may arise from using the Software to support live customer operations.

Closure
At the completion of the one (1) week deployment support period, all ongoing support will be transitioned to and provided through Trapeze’s long-term maintenance program. At this time, the project will be considered complete and project closure will be processed.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 226 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Responsibilities and Deliverables l Page 6 Responsibilities and Deliverables
Activity Trapeze Responsibilities BBB Responsibilities Deliverables Project Design
• Conduct Project
Design meetings
• Participate in Project Design
meetings
• Provide documentation as
requested
• Review Project Design Document
and provide comments/feedback
• Sign off on finalized Project
Design Document
• Project Design
Document
Software
Configuration
• Complete Software
configuration changes
as documented in the
PDD
• Consult as required
• Completed
configuration as
identified in PDD
Internal
Acceptance
Testing
• Perform Internal
Acceptance Testing
• Software
Demonstration
• Provide data as necessary
• Attend software demonstration
and provide feedback
Software
Installation and
Configuration
• Install and configure
changes in BBB’s test
environment
• Complete all hardware
installation(s)
• Provide access to test
environment
• Manage servers, databases,
backup procedures, database
maintenance practices, and
Windows environments and
security
• Install Trapeze pre-requisite
Software (e.g., ODBC
connections, database servers,
etc.)
• Installed and
configured
changes in BBB’s
test environment
Installation
Testing
• Perform Installation
Testing
• Provide technical consulting as
required
• Provide access to test
environment
Acceptance
Testing
• Support BBB during
Acceptance Testing
• Perform Acceptance Testing
• Complete prioritization of
defect(s)
• Re-test defect resolutions
• Escalate defects to the
appropriate Trapeze resource
• Prioritized defects
log
• Software
releases, as
necessary
Deployment and
Closure
• Migrate the Software
to BBB’s production
environment
• Provide support for
one (1) week for the
deployment of the
Software changes
• Escalate issues to Trapeze
• Update the production system to
ensure all records are up to date
• Ensure data correctness
• Confirm connectivity, logins, etc.
• Confirm finalization and closure
of all contract deliverables
• Clear any outstanding project
balance
• Trapeze OPS
Absence rule
changes are
operational and
functional in
BBB’s production
environment
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 227 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Duration l Page 7 Project Duration
This implementation is expected to be completed within two (2) months from the completion of the project kickoff meeting. Following contract execution, a mobilization period of up to forty-five (45) days may be required to kick off the project and align all resources. Trapeze will work to minimize this mobilization period through proactive planning with BBB.

If the length of the project exceeds two (2) months from the kick-off meeting, either due to BBB’s readiness or resourcing delays, a change order may be required to fund the extension.

BBB’s Resource Requirements
Outlined below are estimated resource allocations to support the implementation and effort defined in this statement of work.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 228 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Project Assumptions l Page 8 Project Assumptions
General Pricing Assumptions

1. This implementation is a fixed fee engagement.

2. The Software will take advantage of existing Trapeze infrastructure, data sources unless otherwise stated.

3. All services will be performed remotely utilizing BBB’s existing OPS version.

4. BBB is responsible for the purchase and installation of any required server hardware (servers shall be preconfigured to Trapeze’s specifications), if necessary.

5. Any services or requests not identified within this statement of work, including reviewing, or correcting data integrity issues, will be considered outside the scope of this engagement and will need to be addressed through a change order. Additional costs may apply based on the nature of the change. o No Development is included as part of this project implementation.

6. A BBB system administrator will be readily available for all configuration, installation, and testing and deployment activities and to facilitate remote access for Trapeze.

7. Pricing is valid until March 31, 2023.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 229 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Exhibit A-1 l Page 9 Exhibit A-1
Project Budget
The following project budget includes all services required for this implementation as outlined in this statement of work.

Item Description Cost (USD)
1 Implementation Services $10,163

Total Cost $10,163
Payment Milestones
The below payment milestones shall be followed throughout the implementation.

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Packet Pg. 230 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling www.trapezegroup.com Confidential – Not to be Disclosed Exhibit A-1 l Page 10 Thank you for taking the time
to review this proposal.

Please reach out to us with
any questions or comments.

Your feedback is always
appreciated.

Here for the journey is more than our
tagline – It’s our commitment to you. Our
value is in our ability to address your needs
and please your riders. We always strive to
do both.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 231 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 8 Exhibit A-6.5
Scope of Services
Contingency—"Bucket of Support”
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 232 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling Big Blue Bus – City of Santa Monica
Consulting and Implementation Support
Work Order

March 17, 2023 Commercial Confidential – Not to be Disclosed Page 1 of 2 1 INTRODUCTION
Big Blue Bus (BBB) has requested Trapeze consulting and implementation support on an as-needed basis. To address this need in a flexible manner, Trapeze will provide all support on a time and material basis as mutually agreed upon with BBB.

Trapeze consulting and implementation support may include, but is not limited to, the following types of activities:
• Software configuration
• Trapeze Software testing support
• Other support as requested
2 BUDGET
Services for this work order will be provided on a time and material basis, where all services will be invoiced monthly in accordance with the following time and material billing rates. Expenses will be billed to BBB as incurred.

Resource Hourly Off-site Rate Hourly On-site Rate
Technical Product Specialist $218.75 $243.75
Project Management $231.25 $256.25
Any use of the time and material services will require agreement on the scope of services to be delivered. BBB will provide Trapeze with a request for support under this agreement with as much detail as possible on the need and type of assistance required. Trapeze will then provide BBB with an estimated level of effort by each type of resource required for the activities needed to accomplish the requested assistance, as well as a description of the scope to be delivered by Trapeze.

Both parties must agree upon the type of work, effort estimate, deliverables, and scope description in writing (email agreement will be sufficient) between two designated representatives from each party prior to beginning any work.

Following agreement, Trapeze will work with BBB to plan and schedule the work to be completed.

The budget below represents “Not-To-Exceed” (NTE) values for this work order, which will be utilized until the budget is exhausted or BBB provides written notice to Trapeze that support services are no longer required.

Item Description Cost (USD)
1 Implementation Services $15,000
Total $15,000
3 ASSUMPTIONS

1. All services will be provided on a time and material basis.

2. Trapeze and BBB will agree on support services to be provided on a case-by-case basis as discussed and mutually agreed upon.

DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 233 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling Big Blue Bus – City of Santa Monica
Consulting and Implementation Support
Work Order

March 17, 2023 Commercial Confidential – Not to be Disclosed Page 2 of 2

3. The scope of support for each request will be documented and signed off by Trapeze and BBB representatives in writing (email will be sufficient) as outlined in Section 2 above.

4. Pricing for this scope of work is valid until March 31st, 2023. 4 DESIGNATED REPRESENTATIVES
Each party will designate a representative authorized to agree to the activities, effort, and scope(s) of work to be expended under this work order. The parties must sign off on these items prior to commencing any work in accordance with Section 2 above. The designated representatives will also be responsible for approving the final amounts of time and budget expended under each engagement.

Entity Designated Representative
Trapeze TBD

BBB TBD
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 234 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 9 Exhibit B-6
Budget
Maintenance Support Services and All Additional Services shall not exceed Five Hundred and Twenty-Seven Thousand, Seven Hundred and Eighty-One Dollars ($527,781).

B-6.1A Maintenance Support Services for OPS/BlockBuster/FX Product FY2023-24 FY2024-25
BlockBuster/FX $ 65,250.00 $ 70,500.00
Info Com $ 9,650.00 $ 10,150.00
Mapmaker $ 6,300.00 $ 6,800.00
OPS-SIT with BioKey $ 18,168.00 $ 19,421.00
OPS-All $ 77,266.00 $ 82,597.00
OPS IVR $ 8,189.00 $ 8,754.00
OPS-Web $ 7,926.00 $ 8,473.00
OPS/FX/BB Total $ 192,749.00 $ 206,695.00
B-6.1B Maintenance Support Services for OPS-MON and TSDE Product FY2023-24 FY2024-25
OPS-MON 5th Mod $ 10,636.00
TSDE 5th Mod $ 16,700.00
OPS-MON and TSDE Total 5th Mod $ 27,336.00
B6-2 – Additional Services: Compressed Work Week Configuration OPS Compressed Work Week Configuration Services $ 53,500.00 B6-3 – Additional Services: Absence Code(s), Timekeeping Health Check, and Contingency (support for additional absence code(s) if needed) (a) OPS New Absence Code $ 10,163.00
(b) OPS Timekeeping Health Check and Training $ 22,338.00 (c) Contingency for OPS Additional Absence code, if needed $ 15,000.00 Total Timekeeping configurations and training $ 47,501.00 DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 235 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling 10 B6.1A-B6.3 Total of All Services Covered by this 6th Modification Item Cost
Maintenance Support original modules July 1, 2023-June 30, 2024 $192,749 Maintenance Support original modules July 1, 2024-June 30, 2025 $206,695 Maintenance Support new modules, 5th Mod. July 1, 2024-June 30, 2025 $27,336 OPS compressed workweek configuration services $53,500
OPS new absence codes (up to 2), timekeeping health check and training $47,501 Total Not to Exceed, All 6th Mod. Services $527,781
DocuSign Envelope ID: 52F34B4B-534D-488D-ABD5-856BD6C1A9CB

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Packet Pg. 236 Attachment: 8928_Trapeze OPS-FX_6th Mod (6811 : Seventh Modification to Contract with Trapeze for Vehicle and Operator Scheduling City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 4.C
1 of 4
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Approval of Second Modification to Agreement with Alexander's Contract Services, Inc. for Water Meter Reading Services
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the contract modification is not a project subject to the California Environmental Quality Act (CEQA); and

Summary
The City of Santa Monica’s Water Resources Division collects revenue from its water and wastewater customers based on their actual water and wastewater usage, along with a fixed capacity fee. The variable portion, or actual water usage and wastewater discharge, of this charge is measured by each customer’s water meter located throughout the city, which are read manually once every two months. Alexander’s Contract Service, Inc. augments the Water Resources Division’s meter reading program, allowing staff to address residential leaks, customer service inquiries, meter replacements, and perform other proactive maintenance for the City’s meter infrastructure. Staff is requesting a second modification to agreement #12215 (CCS) to increase the contract budget to $780,000 from $610,000 and extend the term by eleven months to December 31, 2025. The contract duration extension aligns with the

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deployment of Smart Water Meters or Advanced Metering Infrastructure (AMI). The Smart Water Meters project is expected to be completed around February 2025, and this contract extension would continue meter reading services in the interim and during the transition period after the project is complete to confirm water usage reported by the Smart Water Meters. The contract modification is based on actual budget expended to compensate the contractor providing such services over the past two years. Funding for this service is included in the Water and Wastewater Funds’ operating budgets.

Discussion
Prior to the Smart Water Meters project, the City’s water meters were read manually every two months to bill each customer for water usage and wastewater discharge. The Meter Reading Services Request for Proposals (RFP) was published on October 30, 2019, on the City’s PlanetBids website. A total of 534 vendors were notified, 14 vendors downloaded the RFP, and 1 submission was received. Staff awarded the contract to the sole bidder, Alexander’s Contract Services, Inc.

By contracting with Alexander’s to provide meter reading services, the Water Resources Division’s Water Resources Technicians are able to focus on customer service inquiries, residential water leaks, meter replacements, and assisting with the deployment of the AMI meters citywide. On average, the five Water Resources Technicians respond to over 200 weekly work orders, including trouble codes like high water consumption and possible water leaks, which are critical under ongoing drought conditions. Having meter reading services augmented by Alexander’s, allows for timely responses to customer requests and inquiries.

The second contract modification to increase the contract budget by $170,000 (from $610,000 to $780,000) and to extend the contract duration by eleven months is necessary to support the Smart Water Meter Project. The additional amount is based on the average monthly expenditure and the cost per meter read and re-read will remain the same as the negotiated price in the original contract. The contract duration extension aligns with the deployment of Smart Water Meters and is expected to be completed around February 2025. This contract modification would continue meter

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reading services in the interim and during the transition period after the project is complete to confirm the accuracy of water usage reported by the Smart Water Meters.

Environmental Review
The contract modification is not a “project” subject to CEQA. The meter reading services does not involve any construction activity, and the services provided augments activity that was previously performed by City staff. Pursuant to CEQA Section 21065, the contract modification does not meet the definition of a “project” subject to CEQA as it will not “cause either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment.” Additionally, per Section 15378(b) of the CEQA Guidelines, a “project” does not include administrative activities of governments that will not result in direct or indirect physical changes in the environment. Therefore, the contract modification is not subject to CEQA.

Past Council Actions
Meeting Date Description
10/12/2021 (Attachment D) Approval of First Contract Modification to CT #4652 with Alexander’s Contract Services
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Water and Wastewater Funds to increase the amount of contract #12215 (CCS) with Alexander’s Contract Services, Inc. for water and wastewater meter reading services.

Contract Modification Request
Agreement
#
Current
Authorized
Amount
FY 2024-25
Request Amount
Future
Years
Amount Department Account
#
Total
Revised
Contract
Amount
12215
(CCS)
$305,000 $50,000 $35,000 50500001.550010 $390,000
$305,000 $50,000 $35,000 51500001.550010 $390,000
Total $610,000 $100,000 $70,000 $780,000
Future year funding is contingent on Council budget approval.

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Prepared By: Thomas Poon, Engineering Support Services Administrator Approved Forwarded to Council
Attachments:

A. FY 24-25 Oaks Initative - Alexander's Contracting
B. FY 24-25 Levine Act Disclosure Form (Alexander)
C. CT 4652 - Alexander's Contracting - Meter Reading (Original) D. CT 12215 (fka 4652) - Alexander's Contracting - Meter Reading (Mod 1) E. Attachment A - Staff Report (October 12, 2021)

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CITY OF SANTA MONICA

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 inany 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 #

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Packet Pg. 241 Attachment: FY 24-25 Oaks Initative - Alexander's Contracting (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form.
https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________

4.C.b
Packet Pg. 242 Attachment: FY 24-25 Levine Act Disclosure Form (Alexander) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) City of Santa Monica Levine Act Disclosure Form
Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

4.C.b
Packet Pg. 243 Attachment: FY 24-25 Levine Act Disclosure Form (Alexander) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) Contract No. 4652

CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Agreement”), entered into as of _________________ (“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Alexander’s Contracting Services, Inc. (“Contractor”), is made with reference to the following:

RECITALS:

A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. Contractor is qualified to do business, and is doing business, in the State of California. Contractor represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.

C. City and Contractor desire to enter into this Agreement for Contractor to provide contractual services to City as set forth herein, upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on January 31, 2022, unless sooner terminated in accordance with Section 14.

2. Contractor Services. Contractor will perform all of the services (“Services”) described in Exhibit A, Scope of Services. Contractor will complete the Services in accordance with Exhibit B, Budget.

3. City Services. City agrees to:

3.1 Make available to Contractor any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by Contractor.

4. Compensation. City will compensate Contractor for the Services performed in an amount not to exceed $250,000, as set forth in Exhibit B.

5. Invoices. Contractor will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 1/15/2020

4.C.c
Packet Pg. 244 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to City:

City of Santa Monica
Water Resources Division
2500 Michigan Ave, Bldg 1
Santa Monica, California 90404
Attention: Thomas Poon
Re: Contract No. 4652
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 4652

6.2 All notices, demands, requests or approvals to Contractor:

Alexander Contracting Services
8655 Morro Rd
Atascadero, CA 93422
Attention: Bill Van Wagoner
[email protected]
Re: Contract No. 4652

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither City nor its officers or employees will have any control over the conduct of Contractor or any of Contractor’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.

8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.

This Agreement may be modified only by written agreement signed by City and Contractor and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, Contractor must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Contractor or Contractor’s agents, representatives, employees or subcontractors for the duration of DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 245 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) this Agreement. Contractor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements.

10. Defense and Indemnification.

10.1 Contractor agrees to defend, indemnify, protect, and hold harmless City, its council members, agents, officers, boards and commissions, and employees (collectively, the “City Indemnitees”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by act, errors, and/or omissions of Contractor, or Contractor’s employees, agents, officers, and subcontractors. Contractor’s responsibilities under this Section 10.1 include Losses arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City Indemnitees, which may be in combination with the acts or omissions of Contractor, its employees, agents or officers, or subconsultants; provided, however, that Contractor’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City Indemnitees.

Notwithstanding Contractor’s obligation to defend the City Indemnitees hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Contractor, if City chooses to do so.

10.2 Enforcement Costs. Contractor agrees to pay any and all costs City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

Contractors obligations under Sections 10.1 and 10.2 above shall survive the expiration or termination of this Agreement.

11. Prohibition Against Transfers.

11.1 Contractor may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without City’s consent will be null and void, and any assignee, hypothecatee, or transferee acquires no right or interest by reason of such attempted assignment, hypothecation, or transfer.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if a partnership or joint venture or syndicate exists, which results in changing the control of Contractor, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 246 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting))

12. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

14. Default and Termination.

14.1 If Contractor fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Contractor.

14.2 City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Contractor. Upon termination of this Agreement, City will pay Contractor any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. Contractor must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.

16. Discrimination. Contractor may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.

17. Nuisance. Contractor may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 Contractor must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by City for any Services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Contractor must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.2 Contractor must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

Contractor must clearly identify all records and make them readily accessible to City. At City’s request, Contractor must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 247 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting))

18.3 Contractor must allow City to have free access to Contractor’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. City has the right to examine or audit Contractor’s records, and Contractor agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by Contractor, Contractor agrees to pay the cost of City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

19.1 Any work product prepared or caused to be prepared by Contractor or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by Contractor or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Contractor without prior written approval by City.

19.2 At City’s request, Contractor must furnish reports concerning the status of the Services.

20. Standard of Care. Contractor agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If Contractor proposes to have any subconsultant perform any part of the Services, Contractor must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. City, in its sole discretion, may grant or deny the request.

21.2 Contractor will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between Contractor and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of Contract No. 4652 entered into between the City of Santa Monica and Contractor on^^____________________.

22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

23. Venue and Jurisdiction. The City and Contractor agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 1/15/2020

4.C.c
Packet Pg. 248 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

25. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

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
Contractor Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 Lane Dilg
1/6/2020
City Attorney
Mark Hibshman
Mark Hibshman
CEO
1/14/2020
1/15/2020
Rick Cole
City Manager
1/15/2020
City Clerk
Denise Anderson-Warren

4.C.c
Packet Pg. 249 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) Exhibit A

BID SCOPE OF WORK
The City is seeking qualified companies to submit bids to provide a 2-year term for water meter reading service. Vendor must have at least 5 years of water meter reading experience and be familiar with LCD & Odometer style direct reads. The scope of work includes the following:

1. Meter Services - Meter reading of approximately 18,136 meters that are located in a service area of approximately 8.3 square miles. The specific number of meters may vary as new meters are installed or become inactive. Reading occurs on a bimonthly (60 day) schedule and comprises the following water service accounts:
a. 2,058 Commercial
b. 1,207 Fire Service
c. 244 Institutional
d. 633 Landscape
e. 6,446 Multi-Family Residential
f. 29 Recycled Water
g. 7,519 Single Family Residential

2. Route System - The City has an established Route System which is comprised of 51 individual routes that are distributed over a bimonthly schedule. A flat file will be provided to the vendor with route number, address, and previous read data. Attachment A is a map of the area of each route. The number of reads per route varies between 125 up to 591. The Contractor shall follow the City’s established Route System. Any modifications requested by the contractor must be approved by the City’s Contract Administrator.

3. Read Schedule – The City has an established read schedule which maintains a read frequency for every meter in the range of 58 to 62 days. Attachment B is the 2018 calendar year read schedule that was followed. The City will provide the read schedule for the Contractor to follow that will be similar in nature to the 2018 schedule. Any modifications requested by the contractor must be approved by the City’s Contract Administrator.

4. Vehicles, Equipment & Supplies – The contractor shall provide all labor, vehicles, tools and equipment necessary to provide meter reading services. Contractor shall provide their own meter reading equipment that must be compatible with the City’s water billing software, Northstar. The Contractor shall be responsible for providing any offices, storage facilities, parking or any additional work space that may be required to perform their duties.

5. Data - Meter data collected shall be transferred into the City’s water billing system within 24 hours of meter data recording via a flat file with account number, read, and read date.

6. Performance Metrics/Accuracy/Penalty
a. The contractor shall validate reads based on the previous meter read. Previous reads will be provided by the City via a flat file per route. In the event a re-read is required it shall be performed no later than the end of the following business day. The following are the criteria which shall require a re-read:
i. The current read value is less than the previous read. ii. The current read is too low or high compared with the previous read. The City will establish the criteria for the variance.

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 250 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) b. Meter reading accuracy of 99.8% (no more than 2 missed or incorrect meter reads per 1,000). The contractor shall re-read missed or incorrect reads by the end of the following business day of the reported error. A penalty of $10 per error will be applied against the Contractor for each missed or incorrect reads in excess of two (2) errors per 1,000. c. The Contractor shall not be responsible for reading any meter which is broken or inaccessible. A meter shall be considered inaccessible if the meter is located under a parked car, a closed street, or the meter is within a locked location.

7. Reporting Issues
a. The contractor shall notify the City the same business day if it is found that a meter cannot be read due to a damaged or inaccessible meter.
b. The contractor shall notify the City on the same business day if it is observed that a meter being read is found to have any type of damage to the meter, box/vault, lid and associated piping/fittings. This shall include any visible leaks as well as water which has filled the meter boxes/vaults.

8. Contractor Responsibilities
a. Hiring/Training – The contractor shall provide trained personnel to perform the meter reading service accurately and safely.
b. Supervision – The Contractor shall have a supervisor identified that shall be responsible for coordinating the contractor’s field personnel. The supervisor shall be the City’s point of contact for any issues that may arise. The supervisor or designee shall respond to the City within one hour during normal work hours.
c. Employee Identification – The Contractor shall provide all field employees with a unique identification badge which will include at the minimum a photo of the employee, the Contractor’s name and employee’s name. The Contractor shall provide employees with a uniform that is preapproved by the City. d. Staffing Plan – Provide and maintain an updated staffing schedule to the City. e. Working hours shall be limited from 7 am until 4:30 pm, Monday thru Friday. f. The contractor shall be responsible for removing any soil or debris that may fill a meter box or vault that interferes with the meter reading. At a minimum the soil must be kept at a depth of one inch below the register.

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 251 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) Attachment A
DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 252
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) Utility Billing 1 6/25/2019 2:59 PM
Su Mo Tu We Th Fr Sa
123456
7 8 9 10 11 12 13
14 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30 31
January 2018
Su Mo Tu We Th Fr Sa
123
4 5 6 7 8 9 10
11 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28
February 2018 January 2018
Dec 31 Jan 1, 18 2 3 4 5 6
BK 47 (62) RDS 244BK 49 (62) RDS 125BK 50 (62) RDS 248BK 51 (62) RDS 232 BK 2 (62) RDS 476 BK 4 (59) RDS 407
BK 6 (59) RDS 433
7 8 9 10 11 12 13
BK 10 (62) RDS 463BK 8 (62) RDS 389
BK 12 (62) RDS 450BK 14 (62) RDS 496
BK 17 (62) RDS 366BK 18 (62) RDS 334BK 20 (58) RDS 213BK 21 (58) RDS 242 BK 24 (58) RDS 477BK 26 (58) RDS 588
14 15 16 17 18 19 20
*** NO READING *** BK 29 (62) RDS 169
BK 32 (62) RDS 356
BK 35 (62) RDS 429BK 36 (59) RDS 373
BK 39 (58) RDS 306
21 22 23 24 25 26 27
BK 40 (62) RDS 340 BK 7 (62) RDS 404
BK 9 (62) RDS 469
BK 11 (58) RDS 527 *** NO READING ***
28 29 30 31 Feb 1 2 3
*** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY Attachment B - Read Schedule DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 253
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 2 6/25/2019 2:59 PM
Su Mo Tu We Th Fr Sa
123
4 5 6 7 8 9 10
11 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28
February 2018
Su Mo Tu We Th Fr Sa
123
4 5 6 7 8 9 10
11 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31 March 2018 February 2018
Jan 28 29 30 31 Feb 1 2 3
BK 13 (62) RDS 591BK 43 (60) RDS 445
BK 44 (60) RDS 365
4 5 6 7 8 9 10
BK 15 (62) RDS 333BK 16 (62) RDS 249BK 46 (62) RDS 466
BK 19 (62) RDS 462BK 22 (62) RDS 227BK 23 (62) RDS 222
BK 1 (62) RDS 471BK 48 (62) RDS 181
BK 3 (59) RDS 348 BK 5 (59) RDS 372
11 12 13 14 15 16 17
BK 25 (62) RDS 440BK 27 (61) RDS 385BK 28 (61) RDS 315
BK 30 (61) RDS 279BK 31 (61) RDS 204
BK 33 (58) RDS 474 BK 37 (58) RDS 363
BK 38 (58) RDS 354
18 19 20 21 22 23 24
*** NO READING *** BK 41 (62) RDS 374
BK 42 (62) RDS 292BK 45 (62) RDS 480
*** NO READING *** *** NO READING ***
25 26 27 28 Mar 1 2 3
*** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 254
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 3 6/25/2019 2:59 PM
Su Mo Tu We Th Fr Sa
123
4 5 6 7 8 9 10
11 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 31 March 2018
Su Mo Tu We Th Fr Sa
12345678 9 10 11 12 13 14
15 16 17 18 19 20 2122 23 24 25 26 27 2829 30
April 2018 March 2018
Feb 25 26 27 28 Mar 1 2 3
BK 47 (58) RDS 244BK 49 (58) RDS 125BK 50 (58) RDS 248BK 51 (58) RDS 232 4 5 6 7 8 9 10
BK 2 (61) RDS 476BK 4 (60) RDS 407
BK 6 (61) RDS 433 BK 10 (58) RDS 463
BK 8 (58) RDS 389
BK 12 (58) RDS 450BK 14 (58) RDS 496
11 12 13 14 15 16 17
BK 17 (61) RDS 366BK 18 (61) RDS 334
BK 20 (61) RDS 213BK 21 (61) RDS 242BK 24 (61) RDS 477
BK 26 (62) RDS 588 BK 29 (58) RDS 169
BK 32 (58) RDS 356
18 19 20 21 22 23 24
BK 35 (61) RDS 429BK 36 (60) RDS 373
BK 39 (61) RDS 306 BK 40 (60) RDS 340 BK 7 (58) RDS 404 25 26 27 28 29 30 31
BK 11 (60) RDS 527BK 9 (61) RDS 469
*** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 255
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 4 6/25/2019 2:59 PM
Su Mo Tu We Th Fr Sa
12345678 9 10 11 12 13 14
15 16 17 18 19 20 2122 23 24 25 26 27 2829 30
April 2018
Su Mo Tu We Th Fr Sa
12345
6 7 8 9 10 11 12
13 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31
May 2018 April 2018
Apr 1 2 3 4 5 6 7
BK 13 (60) RDS 591 BK 43 (61) RDS 445
BK 44 (60) RDS 365
BK 46 (58) RDS 466 BK 15 (59) RDS 333
BK 16 (59) RDS 249
*** NO READING ***
8 9 10 11 12 13 14
BK 19 (62) RDS 462BK 22 (62) RDS 227BK 23 (62) RDS 222
BK 1 (62) RDS 471BK 48 (62) RDS 181
BK 3 (62) RDS 348BK 5 (62) RDS 37210:00am Fleet EV
Charging User
11:00am Fleet EV
Charging User
BK 25 (59) RDS 440BK 27 (59) RDS 385
BK 28 (60) RDS 315
15 16 17 18 19 20 21
BK 30 (62) RDS 279BK 31 (62) RDS 204
BK 33 (62) RDS 474 BK 37 (62) RDS 363
BK 38 (62) RDS 354
BK 41 (58) RDS 374BK 42 (58) RDS 292
BK 45 (58) RDS 480
22 23 24 25 26 27 28
*** NO READING *** *** NO READING *** *** NO READING *** *** NO READING *** *** NO READING *** 29 30 May 1 2 3 4 5
*** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 256
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 5 6/25/2019 2:59 PM
Su Mo Tu We Th Fr Sa
12345
6 7 8 9 10 11 12
13 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31
May 2018
Su Mo Tu We Th Fr Sa
12 3456789
10 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 30 June 2018 May 2018
Apr 29 30 May 1 2 3 4 5
BK 47 (61) RDS 244BK 49 (61) RDS 125BK 50 (61) RDS 248BK 51 (61) RDS 232 BK 2 (58) RDS 476 BK 4 (59) RDS 407 *** NO READING ***
6 7 8 9 10 11 12
BK 6 (62) RDS 433BK 8 (61) RDS 389
BK 10 (62) RDS 463BK 12 (61) RDS 450
BK 14 (62) RDS 496BK 17 (58) RDS 366BK 18 (58) RDS 334
BK 20 (58) RDS 213BK 21 (58) RDS 242BK 24 (58) RDS 477
*** NO READING ***
13 14 15 16 17 18 19
BK 26 (61) RDS 588 BK 29 (61) RDS 169
BK 32 (61) RDS 356
BK 35 (58) RDS 429 BK 36 (58) RDS 373 *** NO READING *** 20 21 22 23 24 25 26
BK 39 (62) RDS 306BK 40 (61) RDS 340
BK 7 (61) RDS 404 BK 9 (58) RDS 469 BK 11 (59) RDS 527 *** NO READING *** 27 28 29 30 31 Jun 1 2
*** HOLIDAY *** *** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 257
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 6 6/25/2019 2:59 PM
Su Mo Tu We Th Fr Sa
12 3456789
10 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28 29 30 June 2018
Su Mo Tu We Th Fr Sa
12345678 9 10 11 12 13 14
15 16 17 18 19 20 2122 23 24 25 26 27 2829 30 31
July 2018 June 2018
May 27 28 29 30 31 Jun 1 2
BK 13 (60) RDS 591
3 4 5 6 7 8 9
BK 43 (62) RDS 445BK 44 (62) RDS 365
BK 46 (62) RDS 466 BK 15 (62) RDS 333
BK 16 (62) RDS 249
BK 19 (59) RDS 462BK 22 (59) RDS 227BK 23 (59) RDS 222
*** NO READING ***
10 11 12 13 14 15 16
BK 1 (62) RDS 471BK 48 (62) RDS 181
BK 3 (62) RDS 348BK 5 (62) RDS 372
BK 25 (62) RDS 440BK 27 (62) RDS 385
BK 28 (62) RDS 315BK 30 (59) RDS 279BK 31 (61) RDS 204
*** NO READING ***
17 18 19 20 21 22 23
BK 33 (62) RDS 474BK 37 (61) RDS 363
BK 38 (62) RDS 354BK 41 (61) RDS 374BK 45 (61) RDS 480
BK 42 (62) RDS 292 *** NO READING *** *** NO READING *** 24 25 26 27 28 29 30
*** NO READING *** *** NO READING *** *** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 258
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 7 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
12345678 9 10 11 12 13 14
15 16 17 18 19 20 2122 23 24 25 26 27 2829 30 31
July 2018
Su Mo Tu We Th Fr Sa
1234
5 6 7 8 9 10 11
12 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31 August 2018 July 2018
Jul 1 2 3 4 5 6 7
BK 47 (62) RDS 244BK 49 (62) RDS 125BK 50 (62) RDS 248BK 51 (62) RDS 232 BK 2 (62) RDS 476BK 4 (61) RDS 407
*** HOLIDAY *** BK 6 (59) RDS 433
BK 8 (59) RDS 389
*** NO READING ***
8 9 10 11 12 13 14
BK 10 (62) RDS 463BK 12 (62) RDS 450
BK 14 (62) RDS 496BK 17 (62) RDS 366BK 18 (62) RDS 334
BK 20 (62) RDS 213BK 21 (62) RDS 242BK 24 (62) RDS 477
BK 26 (59) RDS 588 BK 29 (59) RDS 169
BK 32 (59) RDS 356
15 16 17 18 19 20 21
BK 35 (61) RDS 429 BK 36 (61) RDS 373 BK 39 (58) RDS 306 BK 40 (59) RDS 340 *** NO READING *** 22 23 24 25 26 27 28
BK 7 (62) RDS 404 BK 9 (62) RDS 469 BK 11 (62) RDS 527 *** NO READING *** *** NO READING *** 29 30 31 Aug 1 2 3 4
*** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 259
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 8 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
1234
5 6 7 8 9 10 11
12 13 14 15 16 17 1819 20 21 22 23 24 2526 27 28 29 30 31 August 2018
Su Mo Tu We Th Fr Sa
1 23456789 10 11 12 13 14 15
16 17 18 19 20 21 2223 24 25 26 27 28 2930
September 2018 August 2018
Jul 29 30 31 Aug 1 2 3 4
BK 13 (61) RDS 591 BK 43 (59) RDS 445
BK 44 (59) RDS 365
BK 46 (59) RDS 466
5 6 7 8 9 10 11
BK 15 (61) RDS 333BK 16 (61) RDS 249
BK 19 (61) RDS 462 BK 22 (62) RDS 227
BK 23 (62) RDS 222BK 48 (58) RDS 181
BK 1 (59) RDS 471 BK 3 (59) RDS 348
12 13 14 15 16 17 18
BK 25 (61) RDS 440BK 5 (62) RDS 372
BK 27 (62) RDS 385BK 28 (61) RDS 315
BK 30 (62) RDS 279BK 31 (62) RDS 204
BK 33 (59) RDS 474BK 37 (59) RDS 363
BK 38 (59) RDS 354
19 20 21 22 23 24 25
BK 41 (62) RDS 374BK 42 (61) RDS 292
BK 45 (63) RDS 480 *** NO READING *** *** NO READING *** *** NO READING *** 26 27 28 29 30 31 Sep 1
*** NO READING *** *** NO READING *** BK 47 (58) RDS 244 BK 49 (58) RDS 125
BK 50 (59) RDS 248BK 51 (59) RDS 232
BK 2 (59) RDS 476

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 260
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 9 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
1 23456789 10 11 12 13 14 15
16 17 18 19 20 21 2223 24 25 26 27 28 2930
September 2018
Su Mo Tu We Th Fr Sa
123456
7 8 9 10 11 12 13
14 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30 31
October 2018 September 2018
Aug 26 27 28 29 30 31 Sep 12 3 4 5 6 7 8
*** HOLIDAY *** BK 4 (63) RDS 407 BK 6 (62) RDS 433
BK 8 (62) RDS 389
BK 10 (59) RDS 463BK 12 (59) RDS 450
*** NO READING *** BK 14 (60) RDS 496
9 10 11 12 13 14 15
BK 17 (62) RDS 366BK 18 (62) RDS 334BK 20 (61) RDS 213
BK 21 (62) RDS 242BK 24 (62) RDS 477
BK 26 (62) RDS 588BK 29 (61) RDS 169
BK 32 (62) RDS 356 BK 35 (60) RDS 429
16 17 18 19 20 21 22
BK 36 (62) RDS 373 BK 39 (62) RDS 306 BK 40 (62) RDS 340 BK 7 (59) RDS 404 *** NO READING *** 23 24 25 26 27 28 29
BK 9 (62) RDS 469 BK 11 (62) RDS 527 *** NO READING *** *** NO READING *** *** NO READING *** 30 Oct 1 2 3 4 5 6

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 261
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 10 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
123456
7 8 9 10 11 12 13
14 15 16 17 18 19 2021 22 23 24 25 26 2728 29 30 31
October 2018
Su Mo Tu We Th Fr Sa
123
4 5 6 7 8 9 10
11 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 November 2018 October 2018
Sep 30 Oct 1 2 3 4 5 6
BK 13 (61) RDS 591 BK 43 (61) RDS 445 BK 15 (58) RDS 333 BK 44 (62) RDS 365
BK 16 (59) RDS 249BK 46 (62) RDS 466
*** NO READING ***
7 8 9 10 11 12 13
BK 19 (62) RDS 462BK 22 (61) RDS 227
BK 23 (62) RDS 222BK 48 (62) RDS 181
BK 1 (62) RDS 471 BK 3 (62) RDS 348
BK 5 (59) RDS 372
BK 25 (60) RDS 440
14 15 16 17 18 19 20
BK 27 (62) RDS 385BK 28 (62) RDS 315
BK 30 (62) RDS 279BK 31 (62) RDS 204
BK 33 (62) RDS 474BK 37 (62) RDS 363
BK 38 (62) RDS 354BK 41 (59) RDS 374BK 42 (59) RDS 292
*** NO READING ***
21 22 23 24 25 26 27
BK 45 (62) RDS 480 *** NO READING *** *** NO READING *** *** NO READING *** *** NO READING *** 28 29 30 31 Nov 1 2 3
*** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 262
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 11 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
123
4 5 6 7 8 9 10
11 12 13 14 15 16 1718 19 20 21 22 23 2425 26 27 28 29 30 November 2018
Su Mo Tu We Th Fr Sa
1 23456789 10 11 12 13 14 15
16 17 18 19 20 21 2223 24 25 26 27 28 2930 31
December 2018 November 2018
Oct 28 29 30 31 Nov 1 2 3
BK 47 (61) RDS 244BK 49 (61) RDS 125BK 50 (61) RDS 248BK 51 (61) RDS 232 *** NO READING ***
4 5 6 7 8 9 10
BK 2 (62) RDS 476BK 4 (62) RDS 4079:00am 2412 PIER
BK 6 (62) RDS 433BK 8 (62) RDS 389
BK 10 (62) RDS 463BK 12 (62) RDS 450
BK 14 (62) RDS 496 BK 17 (60) RDS 366
BK 18 (60) RDS 334
11 12 13 14 15 16 17
BK 20 (62) RDS 213BK 21 (62) RDS 242BK 24 (62) RDS 477
BK 26 (62) RDS 588BK 29 (62) RDS 169
BK 32 (62) RDS 356BK 35 (61) RDS 429
BK 36 (59) RDS 373BK 39 (58) RDS 306
*** NO READING ***
18 19 20 21 22 23 24
BK 40 (61) RDS 340BK 7 (60) RDS 404
BK 9 (57) RDS 469 *** NO READING *** *** HOLIDAY *** *** HOLIDAY *** 25 26 27 28 29 30 Dec 1
BK 11 (62) RDS 527 *** NO READING *** *** NO READING *** *** NO READING *** *** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 263
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 12 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
1 23456789 10 11 12 13 14 15
16 17 18 19 20 21 2223 24 25 26 27 28 2930 31
December 2018
Su Mo Tu We Th Fr Sa
12345
6 7 8 9 10 11 12
13 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31
January 2019 December 2018
Nov 25 26 27 28 29 30 Dec 1
BK 13 (61) RDS 591 AMI
24 2 3 4 5 6 7 8
BK 43 (62) RDS 445 AMI
8 BK 15 (62) RDS 333 AMI BK 16 (61) RDS 249 AMI BK 44 (62) RDS 365 AMI BK 46 (61) RDS 466 AMI BK 19 (59) RDS 462 AMI
8 BK 22 (60) RDS 227 AMI
4 9 10 11 12 13 14 15
BK 1 (61) RDS 471 AMI
129
BK 23 (62) RDS 222 AMI BK 48 (62) RDS 181 AMI
BK 3 (61) RDS 348 AMI 4BK 5 (61) RDS 372 AMI 2
BK 25 (61) RDS 440 AMI
8 BK 27 (59) RDS 385 AMI
27 BK 28 (59) RDS 315 AMI
6 *** NO READING ***
16 17 18 19 20 21 22
BK 30 (62) RDS 279 AMI
4 BK 31 (62) RDS 204 AMI
8 BK 33 (62) RDS 474 AMI
15 BK 37 (62) RDS 363 AMI
16 BK 38 (62) RDS 354 AMI
14 BK 41 (62) RDS 374 AMI BK 42 (62) RDS 292 AMI
BK 45 (59) RDS 480 AMI
15 *** NO READING ***
23 24 25 26 27 28 29
*** NO READING *** *** HOLIDAY *** *** NO READING *** *** NO READING *** *** NO READING *** 30 31 Jan 1, 19 2 3 4 5
*** NO READING ***

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 264
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Utility Billing 13 6/25/2019 3:00 PM
Su Mo Tu We Th Fr Sa
12345
6 7 8 9 10 11 12
13 14 15 16 17 18 1920 21 22 23 24 25 2627 28 29 30 31
January 2019
Su Mo Tu We Th Fr Sa
12 3456789
10 11 12 13 14 15 1617 18 19 20 21 22 2324 25 26 27 28
February 2019 January 2019
Dec 30 31 Jan 1, 19 2 3 4 5
***** HOLIDAY ***** BK 47 (62) RDS 244 AMI
11 BK 49 (62) RDS 125 AMI
4 BK 50 (62) RDS 248 AMI BK 51 (62) RDS 232 AMI
BK 2 (59) RDS 476 AMI
15 BK 4 (59) RDS 407 AMI 5
BK 6 (59) RDS 433 AMI 3BK 8 (59) RDS 389 AMI
11 6 7 8 9 10 11 12
BK 10 (61) RDS 463 AMI
4 BK 12 (61) RDS 450 AMI
11 BK 14 (61) RDS 496 AMI
13 BK 17 (60) RDS 366 AMI
2 BK 18 (60) RDS 334 AMI
37 BK 20 (61) RDS 213 AMI
5 BK 21 (58) RDS 242 AMI
3 BK 24 (58) RDS 477 AMI
3 BK 26 (58) RDS 588 AMI
16 BK 29 (58) RDS 169 AMI
10 ***** NO READING *****
13 14 15 16 17 18 19
BK 32 (61) RDS 356 AMI
23 BK 35 (62) RDS 429 AMI
5 BK 36 (61) RDS 373 AMI
11 BK 39 (62) RDS 306 AMI
3 BK 40 (58) RDS 340 AMI
10 BK 7 (59) RDS 404 AMI 3 BK 9 (59) RDS 469 AMI 2
20 21 22 23 24 25 26
***** HOLIDAY ***** ***** NO READING ***** BK 11 (58) RDS 527 AMI 4 ***** NO READING ***** ***** NO READING *****
27 28 29 30 31 Feb 1 2
***** NO READING ***** ***** NO READING ***** ***** NO READING ***** ***** NO READING *****

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861 4.C.c Packet Pg. 265
Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Exhibit B – Budget
Description
Cost to Read Each Meter $1.13/meter
Additional Cost to Read Lower Threshold $0.25/meter
Payment Terms: Net 30
Compensation: The City will compensate Vendor for the Services performed in an amount not to exceed $250,000 for the term of this agreement in accordance with Budget.

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 266 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) 1 Exhibit C
Professional Services Agreement Insurance Requirements
Professional Liability Insurance Required
Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.

Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).

4. Professional Liability: Insurance appropriate to the Consultant’s profession with limits of no less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.

If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 267 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) 2 a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.

Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.

Claims Made Policies

1. If the Professional Liability policy provides “claims made” coverage:

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 268 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) 3 a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.

The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.

Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach.

Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.

Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

DocuSign Envelope ID: 4CD5D0B3-B348-4DB0-8644-F7F1026C4861

4.C.c
Packet Pg. 269 Attachment: CT 4652 - Alexander's Contracting - Meter Reading (Original) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) 1 FIRST MODIFICATION OF AGREEMENT NO. 11215 (CCS)
(Former Contract Number 4652)
This First Modification of Agreement Number 11215 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Alexander’s Contracting Services, Inc. (Contractor) is made with reference to the following:

RECITALS
A. On or about January 15, 2020, the City and Contractor entered into Agreement Number 4652 for water meter reading services (“Original Agreement”).

B. The City and Contractor desire to modify the Original Agreement to extend the contract term and to increase the contract price to pay for the services for the extended period.

TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:

1. Section 1 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:

Term. This Agreement begins on the Execution Date and terminates on January 31, 2025, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.

2. Section 4 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph:

Compensation. The City will compensate Contractor for continuing the Services (Exhibit A to the Original Agreement) through January 31, 2025 not to exceed $360,000, as set forth in Exhibit B-1. The total contract price for services pursuant to the Original Agreement and this First Modification shall not exceed $610,000.

DocuSign Envelope ID: 2922F227-7D6F-4DAF-BEBA-AEFACE19520D 1/25/2022

4.C.d
Packet Pg. 270 Attachment: CT 12215 (fka 4652) - Alexander's Contracting - Meter Reading (Mod 1) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's 2 3. 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.

4. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document. Counterparts hereof that are transmitted by facsimile or electronic transmission shall be given identical legal effect as an original.

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
Contractor Corporation
#VENDOR
By: _______________________________
DocuSign Envelope ID: 2922F227-7D6F-4DAF-BEBA-AEFACE19520D Interim City Attorney
1/25/2022
Joseph Lawrence
Alexander Contract Services, Inc.
1/25/2022
Chris Molina

CFO/COO
David White
City Manager
1/31/2022 1/25/2022
Denise Anderson-Warren
City Clerk

4.C.d
Packet Pg. 271 Attachment: CT 12215 (fka 4652) - Alexander's Contracting - Meter Reading (Mod 1) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Exhibit B-1
Budget
Description
Cost to Read Each Meter $1.24/meter
Additional Cost to Reade Lower Threshold $0.25/meter
Fuel Surcharge:
- Should the costs of fuel in the region become greater than $5.00/gallon, Alexander's will increase the cost per read for meters by 1%
- Should the costs of fuel in the region become greater than $5.30/gallon, another 1% increase in the cost per read will occur.
(Additional 1% increases will be assessed for every 0.30 cent increase in the cost of fuel in the region)
CPI Cost Increases: Alexander's reserves the option to review costs at each annual meter reading boundary in the contract and adjust the cost per reading based upon increase in the CPI.

Original Contract – CT 4625 NTE: $250,000.00
Modification #1 – CT 11215 (CCS) NTE: $360,000.00
Total Contract NTE: $610,000.00
Payment Terms: Net 30
DocuSign Envelope ID: 2922F227-7D6F-4DAF-BEBA-AEFACE19520D

4.C.d
Packet Pg. 272 Attachment: CT 12215 (fka 4652) - Alexander's Contracting - Meter Reading (Mod 1) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's City Council
Report
City Council Meeting: October 12, 2021
Agenda Item: 3.B
1 of 3
To: Mayor and City Council
From: Rick Valte, Acting Public Works Director, Public Works, Water Resources Subject: Approval of First Contract Modification to Agreement #4652 with Alexander's Contract Services for Meter Reading Services for the Water Resources Division
Recommended Action
Staff recommends that the City Council authorize the City Manager to negotiate and execute a first modification to contractual services agreement #4652 in the amount of $360,000 with Alexander’s Contract Services for meter reading services as an exception to the competitive bidding process, section 2.24.250 (g), for the Public Works Department. This will result in a five-year amended agreement with a new total amount not to exceed $610,000, with future year funding contingent on Council budget approval.

Summary
The City collects revenue from its water and wastewater customers based on their actual water and wastewater usage along with a fixed capacity fee. The variable portion of this charge is measured by the approximately 18,000 water meters located throughout the city that are read once every two months. Alexander’s Contract Service, Inc. would augment the Water Division’s meter reading program, allowing current staff to address leaks, customer service inquiries, meter replacements, and other proactive maintenance with the meter infrastructure. Staff is requesting a first modification to agreement #4652 to increase the contract budget to $610,000 from $250,000 and extend the term by three years. The contract duration extension aligns with the deployment of Smart Water Meters or Advanced Metering Infrastructure (AMI) that will be funded by water revenue bonds. The Smart Water Meters project is expected to be completed by 2024 and this contract extension would provide meter reading services in the interim. The contract modification is based on actual budget expended to support the contractor providing such services over the past two years, and the funding is included in the Water and Wastewater Funds’ operating budgets.

4.C.e
Packet Pg. 273 Attachment: Attachment A - Staff Report (October 12, 2021) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) 2 of 3
Discussion
With the City’s aging meter infrastructure, the Water Resources Division has a goal of replacing at least 5% of the meters per year, exchanging both the meter and the meter box it resides in. Over time, meters become less accurate with wear, measuring less water than what is flowing through the meter. Replacement of older meters ensures that the Water and Wastewater Funds charge their customers accurately and fairly for the cost of service provided. The Meter Reading Services Request for Proposals was published on October 30, 2019 on the City’s PlanetBids website. A total of 534 vendors were notified, 14 vendors downloaded the RFB, and 1 submission was received. Staff awarded the contract to the sole bidder, Alexander’s Contract Services, Inc. (Alexander’s), whose proposal did not exceed the threshold amount requiring Council authorization. Alexander’s was the sole bidder as the nature of the service requires a company to be local to Santa Monica. An exception to the competitive bidding process is being applied to extend Alexander’s agreement in order not to disrupt or interfere with Water Resources’ operations and align with the deployment of AMI by 2024.

By contracting with Alexander’s to provide meter reading services, the Division’s Water Resources Technicians would be able to focus on customer service inquiries, water leaks, meter replacements, and other proactive maintenance related to the meter infrastructure. On average, the five Water Resources Technicians respond to over 200 weekly work orders, including trouble codes like high water consumption and possible water leaks, which are critical under ongoing drought conditions. In the future when the AMI Smart Water Meters project is complete, it could provide 5-7% water savings (based on studies conducted by utilities in Southern California that has switched over to AMI) from residential water leaks and could save our residential customers up to $2k per bi-monthly bill with early detection of water leaks at their home. With Alexander’s supplemental water meter reading, the Water Resources Technicians can address customer issues at a quicker response rate.

In addition, the repetitive nature of meter reading work which includes lifting meter covers and vault lids, has resulted in injuries and subsequent extended Workers Compensation leave for several Water Resource Technicians, causing staff availability

4.C.e
Packet Pg. 274 Attachment: Attachment A - Staff Report (October 12, 2021) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) 3 of 3
issues. When only two technicians are available to work, only one could read meters and the City would be at risk of not meeting bimonthly billing requirements. Alexander’s would continue to help maintain water meter reading schedules, relieve the strain of repetitive work on City staff, and allow staff to maintain a high level of service for the City’s customers and provide proactive maintenance to our water meter infrastructure.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Water and Wastewater Funds to increase the amount of contract #4652 with Alexander’s Contract Services, Inc. for water and wastewater meter reading services. Future year funding is contingent on Council budget approval.

Contract Modification Request
Agreement #
Current
Authorized
Amount
FY 2021-22 Budget
Modified Request
Amount
Department Account # Total Revised
Contract Amount
4652 $125,000 $25,000 50500001.550010 $305,000
4652 $125,000 $25,000 51500001.550010 $305,000
Total: $610,000
Prepared By: Thomas Poon, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. Oaks Initiative (Alexander's Contracting Services, Inc)

4.C.e
Packet Pg. 275 Attachment: Attachment A - Staff Report (October 12, 2021) (6827 : Mod 2 - CT 11215 - Meter Reading (Alexander's Contracting)) City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 4.D
1 of 3
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Water Resources Subject: Approval of First Modification to Agreement with Herc Rentals, Inc. for Heavy Duty Vehicle Rentals
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines; and

Summary
The City of Santa Monica’s Water Resources Division operates a fleet of work trucks and heavy construction vehicles, which are used in the maintenance, repair and replacement of the City’s water and wastewater infrastructure. While these vehicles are critical to the City’s ongoing operations to maintain reliable water and wastewater services, they require routine maintenance as they are heavily used in construction activities and can often be out of service for extended periods while they are being repaired. The Water Resources Division contracts for as-needed heavy-duty work trucks and construction vehicle rentals in the event that City-owned fleet equipment is not available. Staff recommends increasing the current Agreement #4823 by an amount of $200,000, for a new five-year total not to exceed $450,000 for as-needed heavy-duty construction vehicle rentals to support water and wastewater operations.

4.D
Packet Pg. 276
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Discussion
The City operates and maintains a fleet of heavy-duty work trucks and construction vehicles that are used daily in the maintenance, repair, and replacement of the City’s water and wastewater infrastructure. Due to long service times needed to maintain these vehicles and supply chain delays in replacement of aging City-owned fleet vehicles that are critical to water and wastewater operations, the Water Resources Division entered into an agreement with Herc Rentals, Inc. for as-needed heavy duty construction vehicle rentals in October 2021.

In March 2021, the City’s Water Resources Division issued Request for Bids #12200032 to solicit heavy-duty work trucks and construction vehicle rental services. Staff reviewed the sole bid received and recommended awarding a five-year agreement to Herc Rentals, Inc. based on price and ability to provide the required equipment. The contract was executed in the amount of $250,000. An additional $200,000 is needed to continue rental of heavy-duty work trucks and construction vehicles that are critical to Water Resources operations as a result of extended supply chain delays in replacing aging City owned vehicles. The term will remain the same and the agreement will end June 30, 2026.

Environmental Review
This action is exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15061(b)(3) (Common Sense Exemption) of the CEQA Guidelines. The action 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 rental of work trucks and heavy-duty construction vehicles is used only when City owned fleet vehicles are not in service and thus does not have an increased impact on the environment to operation and maintain the City’s water and wastewater infrastructure.

Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Water Fund to increase the

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amount of contract #4823 with Herc Rentals, Inc. for heavy duty vehicle rentals.

Contract Modification Request
Agreement
#
Current
Authorized
Amount
FY 2024-25
Request
Amount
Future
Year(s)
Amount
Department
Account #
Total
Revised
Contract
Amount
4823 $250,000 $40,000 $160,000 50500001.550010 $450,000 Future year funding is contingent on Council budget approval.

Prepared By: Thomas Poon, Engineering Support Services Administrator Approved Forwarded to Council
Attachments:

A. FY 24-25 Oaks Initaitive (Herc)
B. FY 24-25 Levine Act Disclosure Form (Herc)
C. CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original)

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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:

Bid/PO/Contract # ____________________________ Permit # ___________________________ by: ____________________________Title:
: __________________________________
Jason Oosterbeek Vice President
08/05/2022
[email protected] (239)301-1344
Herc Rentals Inc.

Office List Attached
None

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Packet Pg. 279 Attachment: FY 24-25 Oaks Initaitive (Herc) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc))

4.D.a
Packet Pg. 280 Attachment: FY 24-25 Oaks Initaitive (Herc) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc))

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Packet Pg. 281 Attachment: FY 24-25 Oaks Initaitive (Herc) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form.
https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________

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Packet Pg. 282 Attachment: FY 24-25 Levine Act Disclosure Form (Herc) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) City of Santa Monica Levine Act Disclosure Form
Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

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Packet Pg. 283 Attachment: FY 24-25 Levine Act Disclosure Form (Herc) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) Contract No. 4823

CONTRACTUAL SERVICES AGREEMENT
This Contractual Services Agreement (“Contract”), entered into as of _________________(“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Herc Rentals, Inc. (“Contractor”), is made with reference to the following:

RECITALS:

A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

C. The City and Contractor desire to enter into an agreement for the Contractor to provide contractual services to the City as set forth herein, upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2026, unless sooner terminated in accordance with Section 14.

3. City Services. The City agrees to:

3.1 Make available to Contractor any currently existing documents, data or information required for the performance of the Services.

3.2 Designate a representative authorized to act on behalf of City.

3.3 Promptly examine and render findings on all documents submitted for staff review by Contractor.

4. Compensation. The City will compensate Contractor for the Services performed in an amount not to exceed TWO HUNDRED AND FIFTY THOUSAND DOLLARS ($250,000), as set forth in Exhibit B.

5. Invoices. Contractor will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.

DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6 10/19/2021

4.D.c
Packet Pg. 284 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc))

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1 All notices, demands, requests or approvals to the City:

City of Santa Monica
2500 Michigan Ave. Bldg. 1
Santa Monica, California 90404
Attention: Thomas Poon
Re: Contract No. 4823
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 4823

6.2 All notices, demands, requests or approvals to Contractor:

Herc
27500 Riverview Center Blvd.

Bonita Springs, FL 34134
Attention: Richard Shugg
Re: Contract No. 4823

7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.

Neither the City nor its officers or employees will have any control over the conduct of Contractor or any of Contractor’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.

This Agreement may be modified only by written agreement signed by City and Contractor, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, Contractor must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by Contractor or Contractor’s agents, representatives, employees or subconsultants for the duration of DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6

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Packet Pg. 285 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) this Agreement. Contractor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.

10. Defense and Indemnification.

10.1 Contractor agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of Contractor, or Contractor’s employees, agents, officers, and subconsultants. Contractor’s responsibilities under this Section

10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of Contractor, its employees, agents or officers, or subconsultants; provided, however, that Contractor’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City.

Notwithstanding Contractor’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from Contractor, if City chooses to do so.

10.2 Enforcement Costs. Contractor agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

11. Prohibition Against Transfers.

11.1 Contractor may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.

12. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.

DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6

4.D.c
Packet Pg. 286 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc))

13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

14. Default and Termination.

14.1 If Contractor fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Contractor.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to Contractor. Upon termination of this Agreement, City will pay Contractor any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. Contractor must comply with all laws of the State of California and the United States, and all ordinances, rules and regulations enacted or issued by City.

17. Nuisance. Contractor may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1 Contractor must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. Contractor must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.

18.2 Contractor must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles.

Contractor must clearly identify all records and make them readily accessible to the City. At the City’s request, Contractor must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3 Contractor must allow the City to have free access to Contractor’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit Contractor’s records, and Contractor agrees to cooperate with any examination DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6

4.D.c
Packet Pg. 287 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) or audit of its records. If a City audit discloses an error of 5% or more in information reported by Contractor, Contractor agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Work Product; Reports.

19.2 At the City’s request, Contractor must furnish reports concerning the status of the Services.

20. Standard of Care. Contractor agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor‘s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If Contractor proposes to have any subconsultant perform any part of the Services, Contractor must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

This agreement is consistent with all terms and conditions of the Agreement No. 4823 entered into between the City of Santa Monica and Contractor on^^____________________.

22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

23. Venue and Jurisdiction. The City and Contractor agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6 10/19/2021

4.D.c
Packet Pg. 288 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

25. Counterparts. This Agreement and all amendments and supplements to it may be executed in counterparts, and all counterparts together shall be construed as one document. Counterparts hereof that are transmitted by facsimile or electronic transmission shall be given identical legal effect as an original.

26. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.

Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

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
Herc Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6 Joseph Lawrence
Interim City Attorney
10/13/2021 10/14/2021
Vice President
Jason Oosterbeek
Herc Rentals Inc.

City Manager
David White
10/19/2021
Denise Anderson-Warren
10/20/2021
City Clerk

4.D.c
Packet Pg. 289 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) Exhibit A
Scope of Services
Heavy duty construction vehicle rental
Herc Rentals, Inc. will provide as needed rental agreement for heavy duty construction vehicles. Vehicles shall be available for pickup or delivery to City Yards within one week of request. No minimum rental period is guaranteed. Vehicles will be requested by Water Resources as needed for operations.

Vehicles will include, but not limited to, the following:
5 - 6 yard dump truck
12 - 14 yard dump truck
22 foot stakebed truck
18 foot crane truck
70 - 97 horsepower 4wd extendable backhoe
Vendor shall provide all maintenance and repair needed for rental vehicles and provide replacement vehicles for those receiving service.

Delivery/Pickup address:

Water Resources – City Yards
2500 Michigan Ave, Bldg 1
Santa Monica, CA 90404
DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6

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Packet Pg. 290 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) Exhibit B
Budget
Contract Total NTE: $250,000 over 5 years.

Herc Rentals Inc.

Description Unit of Measure Unit Cost
12-14 YARD DUMP TRUCK HOURLY $599.00
5-6 YARD DUMP TRUCK HOURLY $299.00
22 FOOT STAKEBED TRUCK HOURLY $324.00
18 FOOT CRANE TRUCK HOURLY $599.00
70-97 HORSEPOWER 4WD EXTENDABLE
BACKHOE HOURLY $324.00
12-14 YARD DUMP TRUCK DAILY $599.00
5-6 YARD DUMP TRUCK DAILY $299.00
22 FOOT STAKEBED TRUCK DAILY $324.00
18 FOOT CRANE TRUCK DAILY $599.00
70-97 HORSEPOWER 4WD EXTENDABLE
BACKHOE DAILY $324.00
12-14 YARD DUMP TRUCK WEEKLY $1,799.00
5-6 YARD DUMP TRUCK WEEKLY $924.00
22 FOOT STAKEBED TRUCK WEEKLY $1,024.00
18 FOOT CRANE TRUCK WEEKLY $1,799.00
70-97 HORSEPOWER 4WD EXTENDABLE
BACKHOE WEEKLY $874.00
12-14 YARD DUMP TRUCK MONTHLY $4,599.00
5-6 YARD DUMP TRUCK MONTHLY $2,464.00
22 FOOT STAKEBED TRUCK MONTHLY $2,699.00
18 FOOT CRANE TRUCK MONTHLY $4,599.00
70-97 HORSEPOWER 4WD EXTENDABLE
BACKHOE MONTHLY $2,149.00
DELIVERY TO CITY YARDS EACH $125.00
PICKUP FROM CITY YARDS EACH $125.00
Annual increase, years 2-5 of contract: 2%
DocuSign Envelope ID: 4C053649-5761-41F8-BFE6-68B4B1DB43F6

4.D.c
Packet Pg. 291 Attachment: CT 4823 - Herc - Heavy Duty Vehicle Rentals (Original) (6832 : Mod 1 - CT 4823 - Heavy Duty Vehicle Rental (Herc)) City Council
Report
City Council Meeting: February 11, 2025
Agenda Item: 4.E
1 of 4
To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Finance & Administrative Services
Subject: Approval of Second Modification to Agreement with Swiftly, Ltd. for Real Time Bus Arrival Predictions and BBB Performance Analytics
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant environmental effects 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 to agreement #11000 in the amount of $311,150, with Swiftly Corporation for a cloud-hosted Software as a Service (SaaS) solution for customer-focused realtime schedule information and service performance metrics for staff for the Department of Transportation. This will result in a six-year agreement with a new total amount not to exceed $1,684,454, with future year funding contingent on Council budget approval.

Summary
Big Blue Bus (BBB), a division of the Santa Monica Department of Transportation (DOT), operates 194 transit buses across 69 square miles of greater Los Angeles providing more than 800,000 rides each month. Most BBB riders depend on the realtime bus arrival predictions available on smartphone apps including Transit (BBB’s official trip planning and mobile ticketing app), using automated phone and text responses to queries about bus arrival times, and on BBB’s website and electronic signs at bus stops.

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On February 25, 2020, the City Council approved a contract award to Swiftly, Inc. for Software as a Service (SaaS) that generates the accurate real-time bus location and arrival information upon which customers and third parties depend. Swiftly also provides BBB staff in the Operations, Planning, and Customer Service Divisions access to realtime system performance data, allowing them to diagnose schedule and route running time issues to improve overall service quality and the customer experience. In 2022, the Council approved an update to the system with new Service Adjustments and Rider Alerts modules to help customers stay informed of any disruptions to bus service or stops, and an extension of agreement #11000 through June 30, 2025.

Staff will complete a competitive procurement for real-time predictions and system analytics in the coming year after implementation of the Computer-Aided Dispatch Automated Vehicle Locator (CAD-AVL), which provides location data for the real-time predictions, is complete. Since full implementation of the CAD-AVL system is currently on track to be completed late in FY2024-25, leaving little time to complete the real-time predictions and analytics procurement, staff is requesting an extension of Swiftly’s contract for one additional option year through June 30, 2026.

Discussion
Since 2020, BBB has used Swiftly software to generate real-time bus arrival predictions for customers to access using a variety of media including smartphone apps, phones, the BBB website, and electronic signs at bus stops. The Swiftly software also generates a performance dashboard which is used by staff in several BBB divisions to monitor system performance, analyze service issues, and assist customers with their trips. In 2022, a first modification to agreement #11000 included a system upgrade to add additional services and extended warranty maintenance services for all modules through June 30, 2025.

BBB is engaging in a competitive procurement process for real-time prediction and system analytics services in the coming year. However, since the procurement and implementation processes will take months to complete, staff recommends extending

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the existing contract. Extending this contract will ensure BBB’s existing system remains supported for the duration of the procurement and implementation process. It is therefore recommended that the contract be extended for one additional option year through June 30, 2026. The cost of all modules covered by agreement #11000, including real-time predictions, service adjustments, and rider alerts for passengers as well as a dashboard for staff including GPS playback, on-time performance, headways, run-times, a speed map and live operations, for one year, is $311,150.

Environmental Review
The contract modification is 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 provide the City with software and hardware for modules required to operate a public transportation system and provide information to customers to help them plan trips. 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 exempt from CEQA.

Past Council Actions
Meeting Date Description
02/25/2020 Award Contract with Swiftly, Inc. for Real-Time Bus Arrival Information and Business Analytics Software
03/08/2022 Approval of First Modification to Contract with Swiftly, Inc. for Software Service Solution for Department of Transportation
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the Big Blue Bus Fund to increase the amount of agreement #11000 with Swiftly, Ltd., for one additional year of maintenance support through June 30, 2026.

Agreement Modification Request
Agreement # Current
Authorized
Amount
FY 2024-25
Request
Amount
Future
Years
Request
Amount
Dept/CIP Account # Total Revised
Agreement
Amount
11000 $1,373,304 $311,150 $0 C6007470.689000 $1,684,454

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Future year funding is contingent on Council budget approval.

Prepared By: Barbara Andres, Customer Experience and Innovation Administrator
Approved Forwarded to Council
Attachments:

A. Award Contract with Swiftly, Inc. for Real-Time Bus Arrival Information and Business Analytics Software (Web Link)
B. Approval of First Modification to Contract with Swiftly, Inc. for Software Service Solution for Department of Transportation (Web Link)
C. 2020-Swiftly Original Agreement 11000
D. 2022-Swiftly 1st Modification 11000
E. BBB_Oaks_[1.13.25]
F. BBB_CA Levine_[1.13.25]
G. Written Comments

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- 1 - June 2019
Contract No. 11000 (CCS)

SOFTWARE AS A SERVICE AGREEMENT
This Software As A Service Agreement (“Agreement”), entered into this ___ day of _______________, 20____ (“Execution Date”), by and between Swiftly, Inc., a Delaware corporation with an address at 611 Mission St, Suite 700, San Francisco, CA 94105 (“SaaS Provider”), and City of Santa Monica, a California municipal corporation (“City”) is made with reference to the following:

RECITALS
A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. City issued a Request for Proposal (“RFP”) seeking a qualified vendor to provide a Software as a Service (SaaS) solution to provide real-time individual bus locations and predicted arrival times to end users including customers as well as BBB staff; an optional service alerts engine; and, to collect and analyze automatic vehicle location data, both in real-time and to build and use a historical archive of performance data for staff. A copy of the RFP is attached hereto as Exhibit A.

C. In response to the City’s RFP, SaaS Provider submitted its Proposal (“Proposal”), which is attached hereto as Exhibit B. To implement the Proposal, SaaS Provider and City have agreed to incorporate the Statement of Work set forth in the Proposal, Section 4 entitled “Project Work Plan.”
D. SaaS Provider is qualified to do business, and is doing business, in the State of California. SaaS Provider represents it has the background, knowledge, experience, and expertise necessary to provide the services set forth in this Agreement.

E. City and SaaS Provider desire to enter into this Agreement upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned Parties as follows:

TERMS AND CONDITIONS

1. Definitions. The following definitions shall apply to the following terms as they appear in this Agreement:

1.1. “Affiliates” means, with respect to a Party, its parent company and subsidiaries and/or controlled corporations or entities which are directly or indirectly controlled by Party.

1.2. “City” means the City of Santa Monica.

1.3. “Client Party” means City and each of its Affiliates, Users, and Third-Party Users.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B 5/21/2020

4.E.c
Packet Pg. 296 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 2 - June 2019

1.4. “Client Data” means all information and data provided or inputted by or on behalf of any Client Party for use with the System.

1.5. “Confidential Information” means: (i) Protected Information; (ii) all confidential and proprietary information of a Party, including, without limitation, business plans, strategies, products, software, source code, object code, clients, data models, discoveries, inventions, developments, know-how, improvements, works of authorship, concepts, or expressions thereof, whether or not subject to patents, copyright, trademark, trade secret protection or other intellectual property right protection; and (iii) all information any Client Party discloses, in writing, orally, or visually, to Vendor, or to which Vendor obtains access in connection with the negotiation and performance of this Agreement, and which relates to City, its employees, its third-party vendors or licensors, or any other individuals or entities that have made confidential or proprietary information available to City (or to Vendor acting on City’s behalf), that is marked or otherwise identified as confidential or proprietary or that, given the nature of the information, ought reasonably to be treated as proprietary or confidential. Vendor’s Confidential Information includes all Proprietary Rights with respect to the Software, Custom Software and Software Work Product.

1.6. “Contract Work Product” means all Client Data and all information and data generated by Vendor or any Client Party using Client Data in relation to the performance of this Agreement, including aggregate data generated using Client Data.

1.7. “Custom Software” means specifically modified reports, dashboard panels, or other features or modules of the Software created by Vendor for City as described in the Proposal, Statement of Work or other documents attached as exhibits to this Agreement.

1.8. “Data Breach” means the unauthorized acquisition, access, use, or disclosure of Confidential Information that compromises the security, confidentiality, or integrity of such information.

1.9. “Documentation” means all user guides, videos, embedded help text, and other reference materials generally furnished with respect to the System, whether in printed or electronic format.

1.10. “Party” in the singular refers to either of the parties to this Agreement, together with their Affiliates, while “Parties” in the plural refers to both the parties to this Agreement, together with their Affiliates.

1.11. “Permissions” means the username and password provided to City by Vendor or by City to Users for each User, as the same may be modified under the System.

1.12. “Proprietary Rights” means worldwide intellectual and proprietary property owned and/or properly licensed by a Party and all intellectual or proprietary property rights subsumed DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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therein, including copyright, patent, trademark (including goodwill), trade dress, trade secret and know-how rights.

1.13. “Protected Information” means information that identifies or is capable of identifying a specific individual, including but not limited to personally-identifiable information (PII), Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the HIPAA regulations (including, but not limited to 45 CFR § 160.103), medical information other than Protected Health Information as defined under HIPAA and the HIPAA regulations, Cardholder Data (as currently defined by the Payment Card Industry Data Security Standard and Payment Application Standard Glossary of Terms, Abbreviations, and Acronyms), student records, or individual financial information that is subject to laws restricting the use and disclosure of such information, including but not limited to Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); the federal Gramm- LeachBliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the federal Family Educational Rights and Privacy Act (20 U.S.C. § 1232g); the federal Fair and Accurate Credit Transactions Act (15 USC § 1601 et seq.); the federal Fair Credit Reporting Act (15 USC § 1681 et seq.); and California Streets and Highway Code § 31490.

1.14. “SaaS Provider” means and refers to Swiftly, Inc., a Delaware corporation located in San Francisco, CA.

1.15. “Services” means the Software, Custom Software, and Professional Services that are the subject of this Agreement and identified in the Statement of Work, together with any Updates and Upgrades thereto.

1.16. “Service Interruption” means that any Client Party is unable to access the System as provided herein, excluding (i) scheduled maintenance windows of which City is notified at least 24 hours in advance and which occur outside of normal business hours; (ii) scheduled repairs of not more than two hours duration in any one week period of which City is notified at least four hours in advance and which occur outside of normal business hours; (iii) critical repairs including security updates where advance notice cannot be reasonably provided and (iv) interruptions caused by transmission errors, Internet service providers, vandalism, User error or other factors beyond Vendor’s or its direct Service Providers’ reasonable control.

1.17. “Service Provider” means a third-party service provider of City, SaaS Provider, and/or any of their Affiliates.

1.18. “Server” means and refers to the server(s) utilized by Vendor for the System as defined in this Agreement. SaaS Provider shall, in accordance with the notice provisions set forth in Section DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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13 below, keep the City’s Information System Department informed of the location and nature of the Server, in writing, throughout the Term of this Agreement.

1.19. “Software” means the object code version of the software products set forth in the deliverables section of the Statement of Work and made available to City under this Agreement by Vendor.

1.20. “Software Work Product” means software, programming, tools, documentation, and materials that are used, created, developed, or delivered by Vendor to City in connection with Custom Software, and all Proprietary Rights subsumed therein.

1.21. “Statement of Work” means any statement of work entered into and mutually approved in writing by the parties pursuant to this Agreement, including in particular but not limited to the Statement of Work, the Proposal, and any other documents attached as exhibits to this Agreement.

1.22. “System” means and refers to Vendor’s fully integrated web-based system, including the software, subscription service, and all other professional services, as specified in the Statement of Work, including any and all Upgrades and Updates. The System shall be accessible by any Client Party via a designated web site or IP address to be provided to City by SaaS Provider.

1.23. “Third-Party Technology” means proprietary technology of third parties that Vendor provides, or enables access to, as part of the System.

1.24. “Third-Party User” means any customer, consultant or Service Provider of any Client Party that is using or accessing the System on behalf of the Client Party.

1.25. “Third-Party User Agreement” means the user agreement between a Third-Party User and SaaS Provider, as the same may be amended from time to time.

1.26. “Updates” and “Upgrades” means maintenance revisions, improvements, modifications, bug fixes, patches, corrections and enhancements to System provided by Vendor generally to its customers. The term “Updates” shall not include custom reports or enhancements for which Vendor charges a separate or additional fee.

1.27. “User” means any single employee, contractor, agent, customer, investor, consultant or Third-Party User of City or any of its Affiliates who uses or accesses the System.

1.28. “Vendor” means and refers to SaaS Provider and any of its Affiliates.

2. Term. The term of this Agreement shall be for a period of two (2) years beginning on the Execution Date (“Term”), unless terminated earlier in accordance with Section 15 below.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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2.1. Option to Extend. City, in its sole and complete discretion, shall have two (2) separate options to extend the Term for one-year periods (each, an “Option Term”) on the same terms and conditions as set forth in this Agreement. The City may exercise its option in writing by letter by the Director of Transit Services or designee, provided to SaaS Provider pursuant to the notice provisions in Section 13 below.

3. System.

3.1. Software License Grant. Vendor hereby grants to City a nonexclusive and nontransferable license to use the System including all of the Software Licenses set forth in the Statement of Work. Vendor represents that it possesses all rights and interest in the System including the Software Licenses set forth in the Statement of Work.

3.2. Software as a Service. Vendor agrees to provide a fully integrated web-based System via a subscription service as described in the Statement of Work and to grant any Client Party a non-exclusive right to access the System, including all Updates and Upgrades, via the Internet. Any Client Party may use the System solely for internal business of City in accordance with this Agreement, including the Statement of Work, and the applicable ThirdParty User Agreement and Documentation.

3.3. System Implementation. Vendor will configure, test and implement the System in accordance with the project schedule set forth in the Statement of Work. An estimated timeline for the implementation of the System is set forth in the Project Schedule attached hereto as Exhibit C, and such timeline may be amended from time to time by the Parties.

System acceptance will be complete after the System has been in successful full use for a consecutive period of 30 days without significant malfunction or error. Any significant failure (no workaround or fix) of the System or need for software correction for Software provided by Vendor during the acceptance period shall extend the acceptance period on a day by day basis until the correction is fully completed.

3.4. System Maintenance and Support. Vendor will maintain and support the System as set forth in the Statement of Work.

3.5. Vendor Hosted System Model. Vendor will host the System and Client Data in a secure Internet accessible environment as described in the Statement of Work.

3.6. Users. City may license the System to the number of authorized Users as set forth in the Statement of Work. Each authorized User shall access and use the System (i) in accordance with the terms of this Agreement, including the Statement of Work, and applicable ThirdParty User Agreement and Documentation, and, (ii) when applicable, through a unique and reasonably secure username and password as further described in the Statement of Work, Third Party User Agreement or Documentation. The System allows City to grant different DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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levels of access to Client Data, to different Users, as described in more detail in the Statement of Work. It is City’s responsibility to designate the applicable access to be granted to each User. City shall cause all Users to comply with all obligations of City hereunder, to the extent applicable to Users. Except for City’s and its Affiliates’ system administrators and where reasonably necessary for administrative or security purposes, no User may use the username/user identification or password of any other User.

3.7. Third Party Access. City shall also have the right for City and its Affiliates to permit Third Party Users to access or use the System in accordance with the terms and conditions of this Agreement, including the Statement of Work, provided that Third Party User has agreed in writing in advance to be bound by at least the same restrictions with respect to the System as City or has entered into a Third Party User Agreement with SaaS Provider. Any rights granted hereunder with respect to the System to Third Party Users shall expire or terminate immediately upon the termination of the Agreement in accordance with its terms. City shall be responsible for ensuring the compliance of each Client Party with the terms and conditions of this Agreement and the applicable Statement of Work.

3.8. Security. SaaS Provider shall provide City with the ability to create, modify and assign Permissions required for each User to access the System. City shall be responsible for safeguarding the Permissions and otherwise complying with the password and security procedures that SaaS Provider may establish from time to time, and for all activity under a User’s Permissions. City shall promptly notify SaaS Provider if City becomes aware that the security of its Permissions has been compromised.

3.9. Professional Services. During the term of this Agreement, SaaS Provider will make available to City Professional Services as set forth in the Statement of Work. City may also contract for expanded services for additional days and hours in accordance with SaaS Provider’s thencurrent policies and prices. Notwithstanding the foregoing, SaaS Provider will not be obligated to provide any support required as a result of, or with respect to, City’s operating systems, networks, hardware, or other related equipment of any Client Party use of the Services other than in accordance with the applicable Statement of Work and Documentation and as permitted under this Agreement.

3.10. Service Level. SaaS Provider shall provide the Service Levels set forth in the Statement of Work, including the 99.9% uptime requirement, and including response no less quickly than in accordance with the following priority levels:
(a) A Level “A” Priority shall mean and refer to a System error that renders the System inoperable. SaaS Provider shall assign resources within the first hour and shall continue to work on the problem until the problem is resolved. Average resolution time shall be less than eight (8) hours.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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(b) A Level “B” Priority shall mean and refer to the detection of a System error that seriously impairs System operations but does not render the System inoperable. SaaS Provider shall assign resources within four (4) hours and continue to work on the problem until the problem is resolved.
(c) A Level “C” Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction before the next scheduled Upgrade or Update. SaaS Provider shall assign resources sufficient to resolve the problem within no more than thirty (30) days.
(d) A Level “D” Priority shall mean and refer to any other minor problems that do not severely affect the operation of the System. SaaS Provider shall incorporate corrections into the next scheduled Upgrade or Update.

3.11. Uptime Requirement. SaaS provider commits to meeting the minimum uptime requirement of 99.9%. Should this requirement not be met, then SaaS provider shall make remedy to the City by applying service credits against the monthly billing as described in Exhibit D, Fee, Budget, and Compensation Schedule.

3.12. Backup. SaaS Provider shall maintain a backup of all Contract Data as set forth in the Statement of Work and shall, on written request from City, provide a copy of the backup to City.

4. City Obligations. City shall: (i) provide SaaS Provider with reasonable access to City’s premises as appropriate to enable SaaS Provider to perform its obligations hereunder; (ii) provide adequate resources to participate in or facilitate the performance of the System; (iii) timely participate in meetings relating to the System; (iv) assign personnel to work in consultation with SaaS Provider; (v) safeguard the user ID’s, passwords and other security data, methods and devices furnished to City in connection with the System and prevent unauthorized access to or use of the System; (vi) be responsible for City networks, equipment and system security required or appropriate in connection with the System; (vii) be responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of Client Data; (viii) transmit Client Data only in an encrypted format, to be mutually agreed by the parties; and (ix) take such other actions as are required of City pursuant to this Agreement, including any Statement of Work.

5. Confidentiality. The parties acknowledge and agree that for the implementation and operation of the System, each Party (the “Receiving Party”) may have access to certain Confidential Information of the other Party (the “Disclosing Party”), including Protected Information, that is exempt from disclosure to the public or other unauthorized persons under state and federal statutes. Each Party warrants and agrees as follows: (i) all such Confidential Information shall be kept confidential and protected from disclosure to any persons other than employees, agents, officers or representatives DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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of such Party who have a need to know; and (ii) all such Confidential Information shall be held in the strictest of confidence and shall not be disclosed, disseminated or revealed to any other third party without the prior written permission of (a) for SaaS Provider, an authorized representative of SaaS Provider, and (b) for City, the Director of the City’s Big Blue Bus Department and the City Attorney. Each Party shall ensure that its employees, officers, agents and representatives who are involved with this Agreement will be advised of the terms of this confidentiality clause and will be instructed that they are bound by this confidentiality clause. The following information shall not be considered Confidential Information subject to this Section: (i) information that is publicly available or later becomes available other than through a breach of this Agreement or a Data Breach; (ii) information that is known to the Receiving Party or its employees, agents or representatives prior to its disclosure by the Disclosing Party or is independently developed by the Receiving Party or its employees, agents or representatives subsequent to such disclosure; or (iii) information that is subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party without obligations of confidentiality. If the Receiving Party is required by law to disclose any portion of the Disclosing Party’s Confidential Information in response to a subpoena, court order, or other similar document, including a request under the California Public Records Act, Receiving Party shall, to the extent legally permissible, give prior timely notice of such disclosure to Disclosing Party to permit Disclosing Party to seek a protective or similar order, and, absent the entry of such an order, Receiving Party shall disclose only such Confidential Information as is necessary to be disclosed in response to such subpoena, court order, or other similar document, including a request under the California Public Records Act.

6. Key Staffing Changes In the event of any changes to SaaS Provider’s key staff assigned to this Agreement, SaaS Provider will notify the City as soon as reasonably possible. Further, SaaS Provider agrees that any replacement of key staff assigned to this Agreement will be made with individuals of comparable or higher experience or expertise.

7. Compensation & Invoices.

7.1. Compensation for Services During Term. The City will compensate SaaS Provider for the Services performed in a total amount not-to-exceed $225,500 for the twelve (12) month period commencing from the Execution Date (“First Year”) and $215,500 for the second twelve (12) month period thereafter (“Second Year”), in accordance with the Fee, Budget, and Compensation Schedule attached as Exhibit D. SaaS Provider will invoice the City for the Services performed in accordance with Exhibit D, and the City will pay any undisputed amount set forth on a correct invoice within 30 days of receipt.

7.2. Compensation for Services During Option Terms. In the event the City exercise either option, the compensation for each Option Term shall not exceed $215,500.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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7;.3. Compensation for Additional Services. In the event the City elects, at its sole and complete discretion, to request additional services (“Additional Services”) beyond those Services set forth in the Statement of Work, then the SaaS Provider will perform the Additional Services in accordance the Fee, Budget and Compensation Schedule attached as Exhibit D or with a schedule to be mutually agreed upon by the parties in writing in advance. The total amount of Additional Services shall not exceed $6,000.

7.4. Total Amount Not to Exceed. For Services and Additional Services, if any, performed during the Term and Option Term, if any, the total amount of compensation shall not exceed $878,000.

8. Copyright and Other Restrictions.

8.1. SaaS Provider’s Proprietary Rights. SaaS Provider owns all right, title and interest, including all related Proprietary Rights in and to, or related to the Software, Custom Software, Software Work Product and System, including all software programs contained therein. The SaaS Provider name, the SaaS Provider logos, and the product names associated with the System are trademarks of SaaS Provider or third parties, and no right or license is granted with respect to their use. The System may contain intellectual property belonging to third parties. All such intellectual property is and shall remain the property of its respective owners. Except for the limited rights expressly granted herein, all right, title and interest in and to the Software, Custom Software, Software Work Product, and System are reserved by SaaS Provider, and, except as expressly granted herein, nothing contained in this Agreement shall be construed as conferring any right, title, interest or license with respect to the Software, Custom Software, Software Work Product or System upon any Client Party, by implication, estoppel or otherwise. In addition, City agrees and acknowledges that SaaS Provider shall have an unlimited right to incorporate into any updates, upgrades, or modifications to the Software, Custom Software and the System rendered through use thereof all suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by any Client Party relating to the System. Such Software, Custom Software and System, as updated, upgraded, or modified, shall be owned by SaaS Provider as provided in this Section. Nothing in this Section shall affect the ownership by City of any and all Contract Work Product or other City proprietary information.

8.2. Restrictions. Nothing in this Agreement shall be construed as a grant to City of any right to, and City shall not, and shall not permit any Client Party to: (i) reproduce, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System or any portion thereof; (ii) distribute, disclose or allow use of any of the System, or any portion thereof, in any format, through any timesharing service, service bureau, network or by any other means, to or by any third party; (iii) decompile, disassemble, DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the System in any manner; (iv) create derivative works from, modify or alter any of the System in any manner whatsoever; (v) interfere with any third party’s use and enjoyment of the System; (vi) attempt to gain unauthorized access to the System, accounts, computer systems, or networks connected to any SaaS Provider’s server; or (vii) use any robot, spider or other automatic device or manual process to monitor or copy portions of the System.

8.3. Contract Work Product. City shall own all right, title and interest in and to the Contract Work Product, which shall never be deemed to be Software, Custom Software, System, or Software Work Product, even if delivered or incorporated therewith. SaaS Provider shall have no responsibility, whatsoever, for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of Client Data, and SaaS Provider shall not review, monitor or check the Client Data except as necessary to provide the System to Client and ensure the operation of the System in accordance with this Agreement. SaaS Provider shall not be responsible or liable, in any way, for the deletion, destruction, damage or loss of any Contract Work Product through no fault of SaaS Provider or its providers without limiting SaaS Provider’s liability to maintain backup data as set forth in the Statement of Work or SaaS Provider’s obligations to maintain data security or in the event of a Data Breach as set forth in Sections 21 and 22 below.

8.4. Software Work Product. As between SaaS Provider and City, SaaS Provider shall be the sole and exclusive owner of all right, title, and interest in and to all Software Work Product and all Proprietary Rights subsumed therein. City expressly acknowledges and agrees that the Software Work Product shall not constitute work made-for-hire under the United States Copyright Act, and that SaaS Provider shall have the exclusive right to protect the Software Work Product by patent, copyright, or any other means. Software Work Product shall be made available to City as part of the System to the extent set forth in the Statement of Work, and City shall have no other right to use any Software Work Product.

8.5 Notices of Infringement. Upon notice from SaaS Provider, City agrees to reasonably cooperate with and assist SaaS Provider (at SaaS Provider’s sole expense) in protecting, enforcing and defending SaaS Provider’s rights in and to the System and any Software Work Product.

9. System Warranty. SaaS Provider warrants that the System will perform in all material respects in accordance with its Proposal, the Statement of Work, and any related Documentation when used in accordance with the terms of this Agreement on the hardware and with the third-party software specified by SaaS Provider from time to time. In the event of any breach by SaaS Provider of the warranty provided in this Section, SaaS Provider shall be required to repair or replace the DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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nonconforming System, at SaaS Provider’s sole expense, as described herein. SaaS Provider shall deliver to City a replacement System, a work-around and/or an error/bug fix as may be necessary to correct the nonconformity. If SaaS Provider is unable to repair or replace the nonconforming System through the remedy set forth above, then such remedy shall not be an exclusive remedy and City shall have all remedies available in law or equity.

10. Services. SaaS Provider represents and warrants that the Services shall be performed in a professional and commercially reasonable manner consistent with the standard of care exercised by SaaS Provider in performing similar services for other clients. City’s remedy for breach of this warranty shall be re-performance of the nonconforming Services, provided that SaaS Provider must have received written notice of the nonconformity from City no later than 60 days after the original performance of the Services by SaaS Provider. If SaaS Provider is unable to re-perform the nonconforming Service through the remedy set forth above, then such remedy shall not be an exclusive remedy and City shall have all remedies available in law or equity.

11. Insurance. Prior to commencing work, SaaS Provider must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the System by Vendor or Vendor’s agents, representatives, employees or subconsultants for the duration of this Agreement. SaaS Provider must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit E, Insurance Requirements and Verifications.

12. Indemnification.

12.1. General Indemnification. SaaS Provider agrees to defend, indemnify, protect, and hold harmless City, its agents, officers, boards and commissions, and employees (collectively, “City Indemnitees”) from and against any and all third party claims and demands and resulting liability, damages, or costs, including but not limited to attorneys’ fees, or payments for injury to any person or property (collectively, “Losses”), alleged to arise out of or result from any alleged acts, errors, or omissions of Vendor in connection with its performance under this Agreement. SaaS Provider’s responsibilities under this Section 12.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City Indemnitees, to the extent such negligent acts or omissions are in combination with the negligent acts or omissions of Vendor, its employees, agents or officers, or subconsultants; provided, however, that SaaS Provider’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City Indemnitees.

12.2. Infringement Claims. SaaS Provider agrees to indemnify, defend, settle, or pay any thirdparty claim or action against any Client Party for infringement of any U.S. patent or copyright arising from City’s use in accordance with this Agreement of the System. If SaaS DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Provider reasonably believes the System or any part of the System is likely to be held to infringe and the use thereof enjoined, if the System or any part of the System is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, SaaS Provider shall, at its own expense, either: (i) procure for City the right to continue to use the System; or (ii) modify the System to make it non-infringing, provided that such modification does not materially adversely affect City’s authorized use of the System; or (iii) replace the System with a functionally equivalent non-infringing program at no additional charge to City; or (iv) if none of the foregoing alternatives is reasonably available to SaaS Provider, terminate this Agreement and refund to City any prepaid but unearned fees paid to SaaS Provider.

12.3. Conduct of Defense. Notwithstanding SaaS Provider’s obligation to defend the City Indemnitees hereunder, City has the right to conduct the defense of the City Indemnitees and obtain reimbursement for reasonable costs of defense from SaaS Provider, if City chooses to do so.

12.4 Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO

THE OTHER PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL,

CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF

THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF

DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF

LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD

PARTIES ARISING FROM ANY SOURCE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES

AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER

OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. THE MAXIMUM LIABILITY OF EITHER PARTY ARISING

OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT WILL NOT

EXCEED THE FEES PAID BY CITY TO SAAS PROVIDER DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. NOTHING IN THIS AGREEMENT WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL

MISCONDUCT OF A PARTY OR ITS EMPLOYEES OR AGENTS OR FOR DEATH OR PERSONAL INJURY. MOREOVER, THE LIMITATION ON LIABILTY IN THIS SECTION 12.4 WILL NOT APPLY TO SAAS PROVIDER’S OBLIGATIONS UNDER SECTIONS 12.1 THROUGH 12.3 ABOVE.

13. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email, or on the third business DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

13.1. All notices, demands, requests or approvals to the City:

Big Blue Bus
City of Santa Monica
1660 7th Street
Santa Monica, CA 90401
Attention: Ed King, Director of Transit Services
Re: Contract No. 11000 (CCS)
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: City Attorney
Re: Contract No. 11000 (CCS)
and to:

City of Santa Monica Information System Department
1685 Main Street, Room 105
Santa Monica, CA 90401
Attention: Chief Information Officer
Re: Contract No. 11000 (CCS)

13.2. All notices, demands, requests or approvals to SaaS Provider:

Swiftly, Inc.
611 Mission St, Suite 700
San Francisco, CA, 94105
Attention: Jonathan Simkin, CEO
EMAIL [email protected]
PHONE (415) 483-9777
Re: Contract No. 11000 (CCS)

14. Prohibition Against Transfers.

14.1. SaaS Provider shall not assign, hypothecate or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City, which shall not be unreasonably withheld. Any attempt to do so without the City’s consent shall be null and void, and any assignee, sublessee, hypothecatee or transferee shall DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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acquire no right or interest by reason of such attempted assignment, sublease, hypothecation or transfer.

14.2. Notwithstanding the foregoing, no written consent shall be required for SaaS Provider to assign, hypothecate or transfer this Agreement to (i) any parent or wholly owned subsidiary or (ii) to a successor by way of a merger, acquisition, sale, transfer or other disposition of all or substantially all of its assets, provided that for either (i) or (ii) SaaS Provider provides City with written notice of such assignment.

15. Default and Termination.

15.1. Right to Terminate for Cause; Notice and Opportunity to Cure. Either Party may terminate this agreement for cause if the other Party materially breaches any of the provisions of this Agreement and fails to cure such breach within 30 days after receipt of written notice thereof. In the event a longer period is required to complete a cure, the Parties may agree to extend such time periods provided that the breaching Party has commenced and continues to cure within the extended time period.

15.2. Rights Upon Termination. Upon termination of this Agreement by either party for any reason:
i. All licenses granted to the City under this Agreement shall terminate and revert immediately to Vendor, subject to other provisions of this Agreement regarding the City’s right to access Contract Work Product.
ii. SaaS Provider shall promptly transmit or cause to be transmitted the Contract Work Product in a form readable and accessible by the City. SaaS Provider agrees to cooperate with the City for the transmittal of the information in a form reasonably acceptable by the City.
iii. The City’s rights to the Contract Work Product shall be unequivocal and shall survive the termination of this Agreement.
iv. Upon termination of this Agreement, City will pay SaaS Provider any compensation earned and unpaid up to the effective date of termination.

16. Records.

16.1. SaaS Provider must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. SaaS Provider must keep the records, together with supporting documents, separate from other DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 309 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 15 - June 2019
documents and records and maintain them for a period of three years after receipt of final payment.

16.2. SaaS Provider must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. SaaS Provider must clearly identify all records and make them readily accessible to the City. At the City’s request, SaaS Provider must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

16.3. SaaS Provider must allow the City to have free access to SaaS Provider’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right, no more than twice per year, to examine or audit SaaS Provider’s records, and SaaS Provider agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by SaaS Provider, SaaS Provider agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

17. Contract Work Product; Reports.

17.1. Any Contract Work Product prepared or caused to be prepared by Vendor or any subconsultant for this Agreement will be the exclusive property of City. No Contract Work Product given to or prepared by Vendor or any subconsultant pursuant to this Agreement may be made available to any individual or organization by Vendor without prior written approval by City.

17.2. At City’s request, Vendor must furnish reports concerning the status of the Services.

18. Data Retention. All Contract Work Product is the property of the City. At any time during the term of this Agreement at the City’s request or upon the termination of this Agreement for any reason, SaaS Provider shall, and shall instruct all authorized persons to, promptly return to the City all copies, whether in written, electronic or other form or media, of all Contract Work Product in its possession or the possession of such authorized persons. SaaS Provider shall also securely dispose of all remaining copies in Vendor’s possession, if the City so instructs, and certify in writing to the City that all Contract Work Product, including Protected Information, has been returned to City or disposed of securely, as requested by the City. SaaS Provider shall comply with all directions provided by the City with respect to the return or disposal of Contract Work Product, including Protected Information.

19. Standard of Care. SaaS Provider agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of SaaS Provider’s profession under similar conditions.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 310 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 16 - June 2019

20. Subconsultants.

20.1. If SaaS Provider proposes to have any subconsultant perform any part of the Services, SaaS Provider must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.

20.2. SaaS Provider will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between SaaS Provider and any subconsultant (or between any subconsultant and others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 11000 (CCS) entered into between the City of Santa Monica and Swiftly, Inc. on _________.

21. Data Security. To the extent SaaS Provider will collect, access, use, store, dispose of, or disclose Confidential Information, including Protected Information, the following provisions will apply.

21.1. SaaS Provider represents and warrants that it will comply with all applicable federal, state, and local privacy and data protection laws, as well as all other applicable regulations.

21.2. SaaS Provider shall implement administrative, physical and technical safeguards to ensure security of Confidential Information, including Protected Information, that are no less rigorous than accepted industry practices including National Institute of Standards and Technology (NIST) 800-53, Center for Internet Security (CIS) controls, the International Organization for Standardization’s standards (ISO/IEC 27001:2013 – Information Security Management Systems – Requirements and ISO-IEC 27002:2013 – Code of Practice for Information Security Controls), the American Institute of Certified Public Accountants trust principals for security, confidentiality, and availability (SOC 1 and SOC 2), and the Information Technology Library (ITIL) standards. Vendor shall ensure that all such safeguards, including the manner in which Protected Information is collected, accessed, used, stored, processed, disposed of and disclosed, comply with all applicable data protection and privacy laws, as well as the terms and conditions of this Agreement. SaaS Provider shall provide City, upon request, with copies of: (a) its Data and Server Security Plan (as periodically updated); (b) its Business Continuity/Disaster Recovery Plan (as periodically updated); and (c) annual SSAE 16 SOC 2 Audit Report for its host providers, subject to these documents being treated as Confidential Information under the terms of this Agreement.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 311 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 17 - June 2019

21.3. If in the course of this engagement SaaS Provider has access to or will collect, access, use, store, process, dispose of or disclose credit, debit or other payment cardholder information, SaaS Provider shall at all times remain in compliance with the Payment Card Industry Data Security Standard (“PCI DSS”) requirements, including remaining aware at all times of changes to the PCI DSS and promptly implementing all procedures and practices as may be necessary to remain in compliance with the PCI DSS at SaaS Provider’s sole cost and expense.

21.4. All employees and subcontractors given access to any Confidential Information, including Protected Information, must agree to abide by the terms of the Agreement and restrict use of Confidential Information, including Protected Information, only for subcontractors or employees’ internal business purposes and only as necessary for the execution of the Agreement.

21.5. SaaS Provider’s failure to adequately protect Confidential Information, including Protected Information, resulting in a Data Breach is a material breach of this Agreement. In such event, City may terminate the Agreement effective immediately upon written notice to SaaS Provider without further liability or obligation to City.

21.6. Upon City’s request, but no more than once per year, to confirm SaaS Provider’s compliance with this Agreement, as well as any applicable laws, regulations and industry standards, SaaS Provider grants City or, upon City’s election, a third party on City’s behalf, permission to perform an assessment, audit, examination or review of all controls in SaaS Provider’s physical or technical environment in relation to all Confidential Information, including Protected Information, being handled and services being provided to City pursuant to this Agreement. SaaS Provider shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure and application software that processes, stores or transports Confidential Information, including Protected Information, for City pursuant to this Agreement. City may also request that SaaS Provider perform a self-audit of all security programs and controls. In addition, upon City’s request, SaaS Provider shall provide City with the results of any audit performed by or on behalf of SaaS Provider that assesses the effectiveness of SaaS Provider’s information security program as relevant to the security and confidentiality of Confidential Information, including Protected Information, shared during the course of this Agreement.

21.7. SaaS Provider shall ensure all Confidential Information, including Protected Information, remains within the United States and is not transbordered out of the country without prior written authorization by City, which authorization may be withheld by City in its sole discretion.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 312 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 18 - June 2019

22. Data Breach. In the event of any Data Breach, SaaS Provider shall promptly notify City and cooperate with any remedial and notification requirements.

22.1. SaaS Provider shall provide notice by email and telephone of any Data Breach as soon as possible, but no later than 24 hours after learning of the Data Breach. The notice shall include a detailed report of the information breached, including names, contact information, and data that was compromised.

22.2. Immediately following notification of a Data Breach, SaaS Provider shall coordinate with City to jointly investigate the incident, and SaaS Provider agrees to (1) assist with any investigation; (2) provide City with access to facilities and operations impacted by the Data Breach; (3) provide status reports on any internal investigations as frequently as requested by City; (4) facilitate interviews with Vendor’s employees and others involved in the Data Breach; and (5) make available all relevant documents and data, electronic or in paper form, necessary to comply with all applicable laws, regulation, industry standards as otherwise requested by City.

22.3. SaaS Provider shall immediately remedy any Data Breach and, at SaaS Provider’s sole expense, take all necessary steps to prevent any further Data Breach in accordance with all applicable privacy rights, laws, regulations, and standards.

22.4. SaaS Provider shall not inform any third party of a Data Breach without first obtaining City’s written consent to do so, other than to inform a complainant that the matter or inquiry has been forwarded to the appropriate City office for review or as otherwise required by law.

SaaS Provider shall consult with City to determine (1) whether notice of a breach should be provided to any individuals, regulators, law enforcement agencies, consumer reporting agencies, or others as required by law, regulation, or otherwise in the City’s discretion; and (2) the content of any such notice, whether and what type of remediation may be offered, and the nature and extent of any such remediation.

22.5. SaaS Provider shall fully cooperate in any litigation or other action deemed necessary by the City following any Data Breach.

23. Integrated Agreement. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modifications of this Agreement will be effective only by written execution signed by both City and SaaS Provider and approved as to form by the City Attorney. This Agreement is the product of negotiation and compromise between the parties. Accordingly, notwithstanding California Civil Code Section 1654, in the event of uncertainty, the language shall not be construed against the Party causing the uncertainty.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 313 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 19 - June 2019

24. Permits and Licenses. SaaS Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all required business and professional permits, licenses and certificates.

25. Compliance with Law. Each Party shall comply with all applicable federal, state and local laws, including all ordinances, rules and regulations.

26. Nondiscrimination. In rendering Services under this Agreement, SaaS Provider shall not discriminate based upon race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability and shall comply with the requirements of all federal, state and local law.

27. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

28. Venue and Jurisdiction. The City and SaaS Provider agree that a significant portion of the Services will take place in Los Angeles County and that any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The Parties agree that venue exists in either court, and each Party expressly waives any right to transfer to another venue. The Parties further agree that either court will have personal jurisdiction over the Parties to this Agreement.

29. Survival of Terms and Obligations. Any provision of this Agreement that by its nature must be exercised after termination of this Agreement will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

30. Force Majeure. In the event of delays to the performance of obligations (other than payment obligations) due to circumstances beyond each party’s reasonable control, including without limitation, acts of God, pandemics, fires, floods, earthquakes, wars, civil disturbances, terrorism, or sabotage (a “Force Majeure Event”), each Party will have no liability for any such failure or delay to the extent that it promptly uses commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations hereunder.

31. No Third-Party Beneficiaries. This Agreement does not and is not intended to confer any rights or remedies upon any party other than the Parties to this Agreement.

32. Publicity. Without prior written approval signed by an authorized representative of the other Party, neither Party shall, directly or indirectly, (i) use the other Party’s name or any of the other Party’s trademarks, service marks or logos, or (ii) make any public announcement related to this Agreement or the System. Notwithstanding the foregoing, SaaS Provider may disclose the fact that City has procured a license for the System; provided that SaaS Provider will not make any public DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 314 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 20 - June 2019
announcement of such fact or state or imply that City endorses or recommends the Services without the prior written permission of City.

33. Severability. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

34. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 315 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 21 - June 2019

35. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.

Exhibit A Request for Proposals
Exhibit B SaaS Provider’s Proposal including Statement of Work Exhibit C Project Schedule
Exhibit D Fee, Budget and Compensation Schedule
Exhibit E Insurance Requirements
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
GEORGE S. CARDONA
Acting City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

LANE DILG
Interim City Manager
Swiftly, Inc.

By: ________________________________
Name: _____________________________
Title: ______________________________ CEO Jonathan Simkin DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B 5/19/2020
5/21/2020 5/21/2020

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Packet Pg. 316 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival June 2019
Exhibit A
Request for Proposals
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 317 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 1 CITY OF SANTA MONICA

REQUEST FOR PROPOSAL

REAL-TIME ARRIVAL PREDICTION, ALERTING, AND

ANALYTICS SYSTEM
Big Blue Bus
1660 7th Street
Santa Monica, CA 90401
ISSUE DATE: November 7, 2019
QUESTIONS DUE: Prior to or by 6 pm, November 12, 2019
RESPONSES TO QUESTIONS PUBLISHED: November 19, 2019
SUBMITTALS DUE: Prior to or by 6 pm, November 30, 2019
APPROVED FOR ADVERTISEMENT:
-----------------------------------
Barbara Andres
City of Santa Monica’s Big Blue Bus
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 318 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 2 Proposer RFP Checklist
Read the entire document. Note critical items such as mandatory requirements; supplies/services required; submittal dates; format; contract requirements (i.e., insurance, performance and or reporting, etc.).

Attend the pre-proposal conference if one is offered. These conferences provide an opportunity to ask clarifying questions, obtain a better understanding of the project, or to notify the City of any ambiguities, inconsistencies, or errors in the RFP.

Take advantage of the “question and answer” period. Submit your questions by the due date. View all answers given in the formal addenda issued for the RFP. All addenda issued for an RFP are posted on the City’s online vendor portal: ProcureNow and will include all questions asked and answered concerning the RFP.

Follow the format required in the RFP when preparing your response. Provide point-by-point response to all sections in a clear and concise manner. The proposals are evaluated based solely on the information and materials provided in your response.

Check the City’s online vendor portal: ProcureNow for RFP addenda. Before submitting your response, check whether any addenda were issued for the RFP. If so, you must submit a signed acknowledgment for each addendum issued along with your response
Review and read the RFP document again to make sure that you have addressed all requirements.

Submit your response on time. Note all the dates and times listed on the front page of the RFP document, and be sure to submit all required items on time. Late proposals are never accepted.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 319 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 3 I. INTRODUCTION
The City of Santa Monica’s Big Blue Bus (referred to hereafter as “BBB”) is inviting proposals from qualified persons or firms interested in providing a Software as a Service (SaaS) solution that will:
a. Implement a variety of user-friendly interfaces concerning real-time individual bus locations and predicted arrival times to end users including customers as well as BBB staff throughout the organization.
b. (Optional) Ensure that customers are kept informed with a feature or stand-alone solution that will automatically push out service alerts concerning closures, delays, events, detours, etc., via email, text, social media, and other digital channels.

Note: Although Item (b), Service Alerts, is listed as optional, proposers are strongly encouraged to propose this solution in their proposals whether provided directly or through a partner. c. Collect and analyze automatic vehicle location data, both in real-time and to build and use a historical archive of performance data for staff including service planners, dispatchers, customer service representatives, customer experience coordinators, and management.

This group of solutions will allow BBB to improve the customer experience in every interaction with our service.

II. PROJECT DESCRIPTION / SCOPE OF WORK
The City of Santa Monica’s Big Blue Bus has issued this Request for Proposal (“RFP”) to solicit proposals to:
(a) Design, configure, implement, and support a real-time bus location user interface or interfaces for its fixed route public transportation service; (b) (Optional but strongly recommended) to automate, manage, and disseminate customer alerts on various digital communication channels; and
(c) Collect and analyze automatic vehicle location data, both in real-time and to build and use a historical archive of performance data for staff to use for improved service planning, operations, and customer service management.

The proposal will include providing associated maintenance, support, operation, and training services for successful implementation of the system(s), to be deployed as described in the Scope of Work.

Proposal Calendar
The following is a list of key dates:

Request for proposals issued ................................................. November 12, 2019 Submission of inquiries ......................................Prior to or by November 12, 2019 Responses to inquiries published……………………….………. November 19, 2019 Proposals due ......................................................................... November 30, 2019 Final candidate interviews………………….….……....……… December 9-13, 2020 Staff recommendation made to City Council for award of bid ..... January 28, 2020

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 320 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 4 SCOPE OF WORK
A. Introduction

GLOSSARY OF TECHNICAL TERMS
API (Application Programming Interface): A set of commands, functions, protocols, and objects that programmers can use to create software or interact with an external system.

It provides developers with standard commands for performing common operations.

CAD/AVL: Computer-Aided Dispatch/Automatic Vehicle Location describes the use of computers and Global Positioning Systems (GPS) in dispatching and tracking transit vehicles.

Cloud-Hosted: Cloud hosting is the procurement of computing resources from a cloud computing provider or facility to host data, services and/or solutions.

Graphic User Interface (GUI): A form of user interface that allows users to interact with electronic devices through graphical icons and visual indicators instead of text-based user interfaces, typed command labels or text navigation
GTFS (General Transit Feed Specification): An open data format for public transportation schedules and associated geographic information.

GTFS-rt (General Transit Feed Specification-Realtime): A GTFS Realtime feed lets transit agencies provide consumers with realtime information about disruptions to their service (stations closed, lines not operating, important delays, etc.) location of their vehicles, and expected arrival times.

GeoJSON (Geo-JavaScript Object Notation): An open standard data format designed for representing simple geographical features, along with their non-spatial attributes.

IVR (Interactive Voice Response): A technology that allows a computer to interact with humans using voice and inputs via a keypad.

JSON (JavaScript Object Notation): A lightweight data-interchange format that is easy for humans to read and write and for machines to parse and generate. It is a subset of the JavaScript programming language.

KML (Keyhole Markup Language): A notation for expressing geographic annotation and visualization within Internet-based, two-dimensional maps and three-dimensional Earth browsers. KML was developed for use with Google Earth, which was originally named Keyhole Earth Viewer.

OneBusAway. Originally launched in 2008 as a project by graduate students at the University of Washington, OneBusAway is an integrated suite of open source software components that stores, manages and delivers real-time information about transit vehicle locations.

SMS (Short Message Service): A text messaging service component of most telephone, Internet, and mobile device systems. It uses standardized communication protocols to DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 321 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 5 enable mobile devices to exchange short text messages. An intermediary service can facilitate a text-to-voice conversion to be sent to landlines.

Software-as-a-Service (SaaS): A software licensing and delivery model in which software is licensed on a subscription basis and is centrally hosted. It is sometimes referred to as "on-demand software",
TXT: A TXT file is a standard text document that contains unformatted text.

XML (Extensible Markup Language): A markup language that defines a set of rules for encoding documents in a format that is both human-readable and machine-readable ZIP: An archive file format that supports data compression.

A. Solution for real-time bus arrival predictions to customers BBB is seeking proposals to design, configure, and implement a real-time customer information system and to provide associated ongoing maintenance, support, operation, marketing, and training services for successful implementation of the system. BBB has a system of twenty (20) fixed bus routes and a fleet of 195 buses, each outfitted with GPS technology.

High quality information in this context means arrival predictions that meet a standard of accuracy described in the technical requirements section below, frequently updated bus locations, and consolidation of feeds (one source of predictions versus multiple sources as exist presently). By providing customers with accurate and consistent real-time passenger information across multiple channels, BBB is seeking to improve the customer experience for every customer who currently interacts with our system as well as potential new customers.

Accurate vehicle location and arrival prediction data can make riding transit easier and more pleasant for customers because they have greater certainty about when a bus will arrive. This reduces the perception of long wait times and provides a degree of confidence for riders waiting at bus stops.

The selected proposer would make real-time arrival information available to customers via following information channels:
a. For customers with smartphones supported by data plans the system shall support third party travel information apps by providing accurate predictions via API (application programming interface) and/or in a variety of standard data formats to allow customers to plan their BBB trips and/or obtain real-time bus arrival information for specific BBB stops and routes.
b. Optional: The system may provide its own customized or commercial off-the-shelf application (app) that can be downloaded to iOS or Android smart devices by customers.
c. Customers could also access real-time data predictions through other smart devices including but not limited to tablets, laptops, or personal computers, by downloading an app and/or by visiting a website.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 322 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 6 d. The selected proposer would also make real-time bus arrival information available to customers without smartphones or other smart devices or who do not have a data plan through additional forms of contact, which BBB provides to its customers currently and wishes to continue:
i. Customers could call a number and enter the bus stop ID and route number, and an IVR (interactive voice response) system would provide the arrival time of at least the next two buses expected to arrive at that stop. ii. Customers could text the bus stop ID (and, if applicable, a route number) to a number (preferably an SMS short code) which would automatically respond via text with the arrival time of the next bus serving that stop. iii. The arrival prediction information could be made available to BBB’s network of electronic real-time bus arrival signs so that bus arrival times are displayed for that stop.

B. Optional: solution to push out service alerts to customers via email, text, social media, and other channels
Currently, BBB uses a variety of processes and communication channels to advise customers of detours, special events, service changes, and bus stop closures, including email blasts, social media posts, website posts, alerts, and others. Depending on the format, each alert is created and distributed individually via a manual process. BBB seeks a solution to easily and automatically generate and push service alerts to customers simultaneously across a variety of communication channels.

The system would disseminate customer information including, but not limited to: service change alerts, trip planning, announcements or services provided by BBB, etc. Benefits from a service alerts feature include reduced customer confusion and frustration about planned and unplanned disruptions as well as staff time savings owing to a reduced need to manually enter the same information into multiple locations (currently including Twitter, BBB’s website, email blasts, and GTFS for downstream systems, etc.

Although this feature is optional and submissions without this solution will be accepted, we encourage submitters to include it in their proposal.

C. Solution for analytics to assist staff in improving service quality and reliability In the interest of providing a safe, efficient, and reliable experience for every BBB customer and improve overall system performance through robust management reports, BBB is also seeking a solution to collect and analyze automatic vehicle location data, both in real-time and to build and use a historical archive of performance data. The system will allow for route/system playback to determine where transit delays occur, provide historical reports for overall on-time system performance, and provide running time analyses. The system could also provide real-time vehicle speed analytics down to bus stop level so that actions can be taken to effectively manage travel speeds.

B. Project Background
Big Blue Bus (BBB) began service in 1928 as Santa Monica Municipal Bus Lines to serve Santa Monica and Los Angeles’ Westside. Now, more than 91 years later, BBB’s nearly 500 employees provide high-quality transit services across 58 square miles of the most densely populated area in L.A. County. In fiscal year 2018-19 BBB delivered nearly 13 million trips via local, freeway express, and Rapid services.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 323 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 7 One of BBB’s strategic goals is to improve the customer experience throughout the entire public transit trip, including while waiting for a bus to arrive. Accurate, reliable predictive real-time bus arrival information has been shown to improve the customer experience by reducing the perceived wait time, and the anxiety of not knowing if the next bus is on schedule or when it will arrive. In fiscal year 2018-19, BBB’s current arrival prediction system was used more than 15 million times by customers. Ninety-four percent (94%) of the prediction requests used either an iOS or Android device app or the data provider’s website, and the remaining requests came from other sources including visiting BBB’s webpage with an embedded trip-planning feature, using SMS texts, or making Interactive Voice Response (IVR) calls to BBB. In addition, an unknown number of customers use BBB’s real-time arrival information signs at select bus stops throughout the service area.

Although many third-party apps are available which provide arrival predictions using BBB’s public General Transit Feed Specification real-time (GTFS-rt) feed, it is important that BBB proactively provide its customers with a variety of sources of real-time bus arrival information. According to a customer survey performed for BBB by an independent source in 2016, 78% of English-speaking customers and 76% of Spanish-speaking customers in BBB’s service area report that they own a smartphone with a data plan. Although this is most of BBB’s customers, there is still a significant group of customers who do not have access to a smartphone and/or a data plan and therefore need access to real-time arrival information by other means, such as phone, text, computer, or electronic signs at bus stops.

The ideal solution would make accurate real-time bus arrival information easily accessible to virtually all current and potential BBB customers.

Providing a means to automatically disseminate real-time alerts across a range of communication channels would improve the customer experience by helping to reduce customer confusion and frustration about planned and unplanned disruptions. An automated alert-generation solution would also help BBB staff better serve customer needs without having to manually enter the same information into multiple locations (currently including Twitter, BBB’s website, email blasts, and GTFS real-time for downstream systems, etc.).

Finally, a solution to collect and analyze automatic vehicle location data, both in real-time and to build and use a historical archive of performance data would allow BBB’s planning, operations, customer service, and community engagement staff to determine where transit delays occur, understand overall on-time system performance, and receive running time analyses to improve service. Providing real-time vehicle speed analytics down to bus stop level would help BBB staff more effectively manage travel speeds.

C. Operational Concepts
While the passenger web and mobile components are important parts of a successful system, the most important focus is on the generation and delivery of high-quality real time arrival prediction data that meets industry standards, e.g., GTFS-rt. That way, BBB will be able to leverage the marketplace of real-time third-party apps such as Google, Transit, Moovit, etc. giving customers the flexibility to use the apps that best meet their needs.

Technical Requirements:

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 324 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 8 a. The service shall be hosted by the Contractor such that no system software needs to be maintained by the City of Santa Monica..
b. The service shall accept General Transit Feed Specification (GTFS); the proposed solution should consume BBB’s data feed automatically and daily if changes have occurred.
c. Real-time data must be made available in GTFS-real-time format (synced with the BBB’s GTFS data).
d. Real-time data should also be available in a human readable format such as JSON as well as other formats like xml, txt, geojson, kml, and zip. e. The proposed solution should include publicly accessible API(s) that allows third party web and mobile application developers to use the real-time transit data and ensures consistency of predictions across multiple platforms, regardless of the app used.
f. The proposer shall provide references/links to public APIs for existing customers.

Ideally, the API shall work on an open API specification, e.g., OneBusAway. g. The system shall function in any standard web browser, via SMS, and through interactive voice response (IVR).
h. The system shall display maps of “live” bus locations of all buses that can be viewed online by customers who visit BBB’s website and/or the proposer’s website, if available.
i. Optional: The system may provide its own customized or commercial off-the-shelf (COTS) application (app) that can be downloaded to iOS or Android smart devices by customers.
j. Customers should be able to access real-time transit information via SMS and IVR.

The proposal shall provide details on how SMS and IVR are accessed. k. In addition, the predictions shall be available via API to BBB’s network of real-time arrival information signs at bus stops and shelters.
l. Prediction Measurement Methodology
Accuracy will be determined by comparing Contractor’s predicted arrival time to actual arrival times provided by BBB. Each prediction will be counted as “acceptable” by using an error threshold (See Table 1).

The Time from Actual Range is calculated as the difference between the time the vehicle actually arrives or departs at the stop or timepoint, and the time the prediction is actually displayed (e.g., Text or GTFS-rt):

Time from Actual = Actual Arrival/Departure Time – Prediction Display Time The Prediction Error is calculated by subtracting the predicted arrival/departure from the actual arrival departure at the bus stop or time point:

Prediction Error = Actual Arrival or Departure Time – Predicted Arrival or Departure Time
The closer the bus is to the stop/time point, the stricter (smaller) the error that will be allowed. The Prediction Error Thresholds for the Demonstration and subsequent contract are defined in Table 1:

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 325 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 9 Table 1. Prediction Error Thresholds
Time from Actual Bin Prediction Error Thresholds
0 - 3 minutes -1 to 1 minutes
3 - 6 minutes -1.5 to 2 minutes
6 - 12 minutes -2 to 3 minutes
12 - 30 minutes -2.5 to 4 minutes
Contractor will calculate the Prediction Error and the Time from Actual for each trip-stop for each minute starting 30 minutes before the trip-stop’s actual arrival time. Contractor will then calculate whether each of their predictions fall in (acceptable) or out of the Error Threshold (not acceptable). For each Range (e.g. 0 – 3 minutes), prediction accuracy is determined by finding the number of acceptable predictions out of the total number of predictions made for that trip-stop (see Table 2):

Number of Acceptable Predictions
Prediction Accuracy = --------------------------------------------------- Number of Total Predictions
Table 2. Example calculation of prediction accuracy
Additional factors to be considered when evaluating the accuracy of the proposed system:
a. Vehicle’s actual arrival at/departure from a stop
i. Was a prediction made for arrival and departure?
ii. How early did predictions begin, as compared to the requirements? iii. Did the predictions end substantially before the actual arrival and departure time?
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 326 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 10 b. Predictions and Actual Arrivals
i. Did the prediction have a corresponding actual arrival and departure? ii. Did the vehicle arrive earlier than predicted, such that a customer might miss it?
iii. Did the vehicle arrive later than predicted, such that customers have long waits?
c. Vehicle positions
i. Are all positions that should be included present?
ii. What is the latency of the position?
iii. Is the trip assignment accurate?
iv. Are the values of current stop sequence and current status correct? Website Support for BBB Customers
a. (Optional) The proposer shall provide and host a responsive mobile-friendly website that is compatible with all major operating systems and web browsers for customers to use to obtain real-time bus arrival, schedule adherence, and/or trip planning information. Any content or applications shared with BBB must be compatible with the City of Santa Monica’s web site platform. If provided:
a. The website shall include clear instructions for users on how to use the app and navigate the site, as well as answers to frequently asked questions (FAQs).
b. The website shall also allow customers to access (BBB’s and/or the proposer’s, as specified in the contract) customer support via email, phone, live chat, or other means of communication.
c. The website must comply with applicable Americans with Disability Act (ADA) as well as Sections 504 and 508 of the Rehabilitation Act of 1973. d. In addition to providing and hosting their own web site for customers to access, the proposer shall provide content to BBB to be embedded on one or more of BBB’s web pages that customers can access to obtain real-time bus arrival, schedule adherence, and/or trip planning information.

B. Optional Solution for Customer Information Alert System The solution shall integrate with other BBB systems such as the CAD/AVL or other systems to automatically generate alerts. The solution shall also allow staff to manage and publish a variety of service alerts via email and SMS to those who have opted in, as well as social media, RSS, and APIs directly to third-party applications.

Technical Requirements:
a. The service shall be hosted by the Contractor such that no system software needs to be maintained by BBB.
b. The proposed solution shall consume BBB’s data feed automatically and be able to generate alerts for a variety of specific events such as service outages and detours. c. The proposed solution shall include a public API that allows third party web and mobile application developers to use the data and ensures consistency of alert content across multiple platforms, regardless of the app used.
d. The system shall function in any standard web browser.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 327 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 11 e. Alerts may also be available via API to BBB’s network of real-time arrival information signs at bus stops and shelters and/or to any network of e-paper, kiosks, or screens capable of displaying alerts that BBB may deploy in future.

C. Solution for internal analytics to help staff improve service quality and reliability Technical Requirements:
a. The system shall evaluate and improve the transit system performance through robust management reports and real-time maps.
b. The system shall constantly collect and analyze automatic vehicle location (AVL) data both in real-time and archive data historically.
c. The system shall be able to view processed data (i.e. on-time performance, vehicle speeds, running times, etc.) gathered any time in the past and up to 5 minutes prior to when the query was performed.
d. The system shall support AVL data up to every 1 second. e. The system shall automatically update schedules based on GTFS updates. f. The system shall easily view on-time performance and AVL reports from anywhere, through cloud-based format.
g. The system shall monitor schedule adherence by route and stop based on late, ontime, and early performance, including daily, weekly and monthly trends. h. The system shall provide ongoing calibration with BBB to continually refine the data collected.
i. The system shall include unlimited AVL data storage and processing. j. The system shall be able to provide real-time information usage statistics on per route and/or bus stop.
k. Assignment of a bus to a route must be able to be done remotely via Administrative privileges. The changing of one bus to another route must also be available. l. The system shall allow data to be filtered by date range, day of week, time of day, and other filters.
m. The systems shall allow the above analytics viewed in real time or by historical record by route, bus stop, work run and other filter/sort criteria to meet user needs. n. The system shall allow data to be exported via tabular format (e.g. CSV) or via API access.
o. The system shall allow for route/system playback capabilities to identify where and why transit delays occur:
a. Playback shall enable a user to view schedule adherence for every GPS coordinate
b. Playback shall enable a user to view headway adherence relative to the prior vehicle for every GPS coordinate.
p. The system shall provide historical reports for overall system on-time performance:
a. By route,
b. By stop along a route,
c. By motor coach operator,
d. By distribution of how early and how late,
e. In tabular format organized by schedule,
f. With ability to replay vehicle positions.
q. The system shall provide running time analyses that:
a. Show overall system performance,
b. Show route-level running times,
c. Show trip-level running times for a route,
d. Shows trip-level running times for an operator,
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 328 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 12 e. Enable users to easily compare actual trip running time relative to scheduled running time and next trip start time,
f. Attribute running times to various factors that impact running time, such as dwell time and variability in travel time,
g. Easily calculate and display percentiles of running times based on historical distribution of running times,
h. Allow running times to be analyzed stop by stop for a given trip, including delay attribution by stop based on dwell times and travel times. r. The system shall provide vehicle speed analytics, including the ability to:
a. View a vehicle speed heatmap detailing route level speeds between each stop, b. Display dwell time for each stop,
c. Easily be able to detect specific corridors, segments, or intersections with lower than desired vehicle speeds.

Software License Requirements for Business Analytics system Unlimited agency users with various permissions and abilities within the system relative to user roles.

D. General Requirements:

The following requirements apply to all three solutions. a. System shall be turnkey.
b. Proposer shall describe their go-live strategy and average release timelines. c. Software as a Service (SaaS) fully hosted and cloud-based web platform. d. Unlimited data storage.
e. Continuous software updates for duration of license. f. All data provided by the City and the Contract Work Product (as defined in the Software as a Service template) is the property of the City of Santa Monica.

User Experience and Reliability of System
a. The solutions shall be based on the latest available technology. b. All components of the real-time information, alerting, and/or business analytics system(s) must be compliant with the Americans with Disabilities Act (ADA), as well as Sections 504 and 508 of the Rehabilitation Act of 1973. c. All Graphic User Interfaces and public communications within or concerning the system shall meet the BBB brand guide (e.g., logos, color scheme, fonts, etc.), and no interface or communication will be released without approval of BBB staff. The look and feel of the Graphic User Interfaces must be intuitive and appealing to a broad audience, including users of all ages.
d. The system, including all components, data, and user app, must operate reliably with no degraded performance, slow speed, or loss of functionality with at least a 99.9% rate of system availability and system accuracy on a weekly basis, excluding periods of scheduled maintenance, which, to the degree possible, should be restricted to hours when BBB buses are not in service.

Customer Service Support of System
a. The Contractor shall provide a dedicated Account Manager and ongoing technical/administrative support for BBB.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 329 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 13 b. The Contractor shall provide other ongoing support to include live chats with customer service representatives when the designated representative is unavailable by telephone and other communication channels such as email. c. The Contractor shall begin deployment and testing within 30-60 days after Notice to Proceed.
d. The Contractor shall provide data launch and support to begin start-up. e. BBB shall be provided with two business days of onsite train-the-trainer training for operations, community engagement, customer service, and other staff as applicable, before system launch. Further training shall be provided as significant updates affecting procedures or workflows are released.
f. BBB shall be provided with live user support (preferably onsite) during launch of the system.
g. The solution shall include system health monitoring with automatic distribution of SMS and/or email notifications to a select group of BBB staff during system outages more than 30 minutes in length to enable BBB to provide proactive customer notifications. h. Upon resolution of the outage, the Contractor shall provide the same select group of BBB users with an email notification that the outage has been resolved, including root cause and remedy.
i. The Contractor shall respond to any service issues or requests submitted by BBB and seek to resolve and close any issues relative to their urgency and/or impact within the following time frames:
a. A Level “A” Priority shall mean and refer to a System error that renders the System inoperable. SaaS provider shall assign resources within 30 minutes and shall continue to work on the problem until the problem is resolved. Average resolution time shall be less than three (3) hours.
b. A Level “B” Priority shall mean and refer to the detection of a System error that seriously impairs System operations but does not render the System inoperable.

SaaS Provider shall assign resources within two (2) hours and continue to work on the problem until the problem is resolved. Average resolution time shall be less than 24 hours.
c. A Level “C” Priority shall mean and refer to a minor problem, but of sufficient severity to warrant correction before the next scheduled Upgrade or Update. SaaS Provider shall assign resources sufficient to resolve the problem within no more than thirty (30) days.
d. A Level “D” Priority shall mean and refer to any other minor problems that do not severely affect the operation of the System. SaaS Provider shall incorporate corrections into the next scheduled Upgrade or Update
j. BBB shall have the ability within the application to escalate technical, service, or functionality issues to the proposer for review and resolution. k. The application shall provide BBB staff to report issues and submit comments and feedback for system improvement.
l. The application must remain operational under any new operational system or other third-party software (including, but not limited to, security/firewall software) released at the City / BBB during the term of the contract.

Demonstration/Test Instance
To be responsive, the Contractor shall implement a demonstration instance of the proposed approach, which can provide its reporting platform for all the routes in the feed within three calendar days of the deadline for submission of proposals. This demonstration shall be made continuously available to BBB for a minimum of seven calendar days.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 330 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 14 E. System Administration and Reporting
a. All reports shall be exportable to standard, non-proprietary formats such as PDF (Portable Document Format), MS Excel, or comma-separated value (.csv) file. b. The contractor shall be responsible for developing additional custom reports or views following system implementation and/or an interface to allow BBB to build custom reports in a user-friendly manner.
c. These reports shall include an SQL based data mart.

F. Security and Confidentiality of Data (Supplemental to Security Requirements Discussed in Operational Requirements Section)
a. The system design shall ensure that all data is safeguarded from unauthorized access or use and programs are protected from virus, malware, and cyber-attacks. b. All elements of the system shall comply with the City of Santa Monica’s privacy policy. c. The proposer will provide a plan as part of the proposal for monitoring, controlling, and updating security and encryption (if/where applicable) tools on an ongoing basis. d. The system shall be fully compliant with latest industry security and (if applicable) encryption standards.
e. The system shall be incorporated into the City’s disaster recovery plan. The proposer will be responsible for providing a system capable of meeting BBB’s expected availability and recovery times.
f. The system and the proposer’s staff shall maintain the following standards of confidentiality:
a. Confidential and Protected Information, as defined in the attached Software as a Service Agreement, is exempt from disclosure to the public or other unauthorized persons under state and federal statutes.
b. All Confidential Information shall be kept confidential and protected from disclosure to any persons other than employees, agents, officers or representatives of such Party who have a need to know;
c. All Confidential Information shall be held in the strictest of confidence and shall not be disclosed, disseminated or revealed to any other third party without the prior written permission of an authorized representative of the SaaS Provider, the Director of the City’s Big Blue Bus Department, and the City Attorney.

G. Project Management
a. The proposer shall establish a Project Management Team to manage and perform all functions and activities.
o Overall project management
o Project timeline and milestones
o Resource allocation
o System / software development, operations, and upgrades (if applicable) o Ongoing project quality review
o Contract administration interface with BBB
o Performance reporting
o Risk assessment
o Issue tracking and resolution benchmarks
b. A Project Management Plan shall be included as part of the proposal, which shall include:
o A description of the management organization of the project including organization chart, identification of key personnel assigned to it with their responsibilities and relationships.
o A detailed project schedule that will allow BBB to monitor progress effectively. o A full description of project management controls on progress, performance, quality, costs, schedule, and risks.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 331 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 15 o A schedule of communications including frequency of activity and status reports, reporting method, and individuals responsible for each communication.

H. Quality Assurance and Quality Control
Contractors shall include in their proposals detailed descriptions of quality processes employed to assure that the quality of the system (including all software, materials, functionality, operation, and customer service response) are of a level that meets or exceeds the design goals, performance, and reliability requirements stated herein.

The quality assurance program would shall include:
o Benchmarks against which the quality of service delivery can be measured, to include a system reliability (uptime) benchmark of no less than 99.9% o Prevention, detection, notification, and process to alleviate any systematic problems,
o Avoidance and elimination of potential security breaches.

I. Implementation Plan
The implementation plan shall contain:
o Detailed milestones and schedule for development, marketing, training, launch, and acceptance,
o Detailed interface (narrative and schematic) to internal and external (if applicable) systems,
o Implementation support required of BBB,
o Communication plan for launch of customer-facing features and upgrades.

J. Measures of Project Success
General Metrics
The solution must include measurement of the success of the project. The metrics should align with project goals, which include the following:

Real-time bus arrival predictions that improve the customer experience:
a. Improve prediction accuracy across all communication channels b. Provide accurate, reliable real-time bus arrival predictions to customers using electronic devices to access third-party and/or the proposer’s own app, if available c. Provide active, reliable arrival prediction data to BBB’s network of real-time signs d. Effectively and reliably provide predictions to customers using SMS and IVR to request the data
(Optional) Customer alerts:

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 332 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 16 a. Generate service updates and alerts automatically or with minimal user intervention across a variety of communication channels including email, web, SMS, and social media
b. Provide accurate, timely service alerts via API to third-party applications such as Transit, Moovit, Google maps, and others
c. Provide accurate reliable alert data to BBB’s network of real-time signs if applicable Business analytics:
a. Planning: Recommend run-times and trips across the transit network b. Planning: Provide data to investigate stop level dwell time by examining where/ when/ why it occurs in order to inform adjustments in stop location and fare payment program including travel speeds
c. Operations: Create functional live supervisor field management on laptops d. Operations: Provide data for OTP analysis to determine problem segments, timepoints for the purpose of improving schedules management
e. Operations: Provide a tool for active headway management f. Department-wide: Improve interdepartmental communication regarding missed service and service delays
g. Customer Service: Reduce average customer service call time by 20% h. Customer Service: Reduce Customer Service Escalations and call backs i. Customer Service: Reduce the volume and closure rate of help tickets by providing real-time response to questions and issues concerning bus locations j. Customer Service: Improve overall customer service productivity Project Delivery Metrics
The project delivery will be judged on standard project management controls metrics, including:
o Schedule - based on such elements as milestone achievement and earned value analysis
o Quality - based on defect burn down rates and customer satisfaction o Budget - based on budget adherence
System Performance Metrics
o The real-time information app will track any failures in functionality in all phases and features and report these for root cause analysis and permanent eradication of the issue via update or other means.
o All components, data, and user app, shall operate reliably with no degraded performance, slow speed, or loss of functionality with at least a 99.9% rate of system availability and system accuracy on a weekly basis
o Timely responses and resolutions to all support-related inquiries shall be provided within the service level agreement standards listed in this RFP o The real-time information app will provide data for total cost of ownership (TCO) analysis.

Acceptance
Acceptance would be conditional upon system performance as measured by performance metrics.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 333 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 17 B. CITY CONTACT
The City has designated Barbara Andres as its contact (the “City Contact”) for this request for proposals (this “RFP”). The City Contact’s information is listed below:

Barbara Andres, PMP
Executive Admin Assistant
City of Santa Monica
Big Blue Bus
1660 7th Street
Santa Monica, CA 90401
Telephone: (310) 458-1975 ext. 5811
E-mail: [email protected]
Office Hours:

Monday through Thursday, 8:00 AM to 6:00 PM
Alternate Fridays 8:00 AM to 5:00 PM
The City of Santa Monica offices are closed every other Friday. Please call to ensure that offices are open and that staff is available.

Any inquiries or requests regarding this procurement should be submitted via ProcureNow.

Other City officers, agents, employees or representatives do not have authority to respond on behalf of the City. Contact with unauthorized City personnel during the selection process may result in disqualification.

City’s Online Vendor Portal
The website for this RFP and related documents is: ProcureNow or https://secure.procurenow.com/portal/santa-monica-ca. All project correspondence will be posted on the ProcureNow website. It is the responsibility of Proposers to check the website regularly for information updates and RFP clarifications, as well as any RFP addenda.

C. ORIGINAL DOCUMENTS
Proposer shall complete and return the following documents:
x Proposal (including cost proposal)
x RFP Addenda if issued
x Non-Discrimination Policy Acknowledgement
x Non-Collusion Declaration (this does not need to be notarized) x Certification Regarding Debarment
x Vendor Information Security Assessment (VISA) Questionnaire If you are selected to provide the service, you will need to submit the following forms:
x Oaks Initiative Disclosure Form (if the award amount is >$25,000 annually; identifies recipients of public benefit in relation to political donation restrictions: click here for more information)
x Living Wage Certification (if the award amount is >$54,200) DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 334 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 18 You must also obtain a business license, or provide your current business license number.

You can go to the Business License page for more information.

D. BEST QUALIFIED PERSON OR FIRM
The award, if any, will be made to the best qualified person or firm(s). In evaluating whether a proposer(s) is (are) the best qualified person or firm(s) pursuant to the Santa Monica Municipal Code, City staff may utilize some or all of the following criteria:

1. The training, credentials and experience of the person or firm;

2. The demonstrated competence, ability, capacity and skill of the person or firm to perform the contract or provide the services;

3. The capacity of the person or firm to perform the contract or provide the service promptly, within the time specified, and without delay;

4. The sufficiency of the person’s or firm’s financial and other resources;

5. The character, integrity, reputation and judgment of the person or firm;

6. The ability of the person or firm to provide such future service as may be needed;

7. The price which the person or firm proposes to charge, including whether the price is fair, reasonable and competitive; and

8. Any other factor which will further the intent set forth in Section 608 of the City Charter.

The City shall have absolute discretion in determining the applicability and weight or relative weight of some or all of the criteria listed above and is not required to select the lowest monetary proposer.

II. CONDITIONS GOVERNING THE PROCUREMENT
A. GENERAL REQUIREMENTS
This procurement will be conducted in accordance with the City of Santa Monica procurement codes and procedures.

1. Receiving Time / Late Proposals
It is the responsibility of proposer to see that their proposal is submitted with sufficient time to be received by the City prior to the proposal closing time. The receiving time in the City Office will be the governing time for acceptability of proposals.

Late proposals are not accepted.

2. Acceptance of Conditions Governing this RFP
Submission of a proposal constitutes acceptance of the Evaluation Factors contained in this RFP.

3. Incurring Cost
Any cost incurred by the proposer in preparation, transmittal, presentation of any proposal or material submitted in response to this RFP shall be borne solely by the proposer.

4. Prime Consultant Responsibility
Any agreement that may result from the RFP shall specify that the prime consultant is solely responsible for fulfillment of the agreement with the City. The City will make agreement payments only to the prime consultant.

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Packet Pg. 335 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 19 5. Sub-consultants
Use of sub-consultants must be clearly explained in the proposal, and major sub-consultants must be identified by name. Prime consultants shall be wholly responsible for the entire performance whether or not sub-consultants are used.

6. Amended Proposals
A proposer may submit an amended proposal before the deadline for receipt of proposals. Such amended proposals must be complete replacements for a previously submitted proposal and must be clearly identified as such in the transmittal letter. City personnel will not merge, collate, or assemble proposal materials.

7. Proposer’s Rights to Withdraw Proposal
Proposers will be allowed to withdraw their proposals at any time prior to the deadline for receipt of proposals. The proposer must submit a written withdrawal request signed by the proposer’s duly authorized representative addressed to the City Contact.

8. Proposal Offer Firm
Responses to this RFP, including proposal prices, will be considered firm for ninety (90) days after the due date for receipt of proposals or sixty (60) days after receipt of a best and final offer, if one is requested.

9. Best and Final Offer
The City reserves the right to request Best and Final Offers from any or all proposers. This will be the only opportunity to amend or modify proposals based on feedback from the City. Information from competing proposals will not be disclosed to other proposers prior to submission of a Best and Final Offer.

10. Living Wage Requirement
Any agreement issued as a result of this Request for Proposal may be subject to the City’s Living Wage Ordinance, Santa Monica Municipal Code Chapter 4.65 (LWO), and its implementing regulations.

11. Disclosure of Proposal Contents
All proposals are subject to the provisions of the California Public Records Act, California Government Code section 6250 et seq., and any information submitted with a response is a public record subject to disclosure, unless a specific exemption applies.

12. No Obligation
This RFP in no manner obligates the City to the eventual rental, lease, purchase, etc., of any goods or services offered until a valid written agreement is executed by the City and the selected proposer.

13. Termination
This RFP may be canceled at any time and any and all proposals may be rejected in whole or in part when the City determines such action to be in the best interest of the City of Santa Monica.

14. Sufficient Appropriation
Any agreement awarded for multiple years as a result of this RFP may be terminated if sufficient appropriations or authorizations do not exist. Such termination will be effected by sending written notice to the selected proposer. The City’s decision as to whether sufficient appropriations and authorizations are available will be accepted by the selected proposer as final.

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Packet Pg. 336 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 20 15. Errors and Restrictive Specifications
If a proposer discovers any ambiguity, conflict, discrepancy, omission, or other error in the RFP, the proposer should immediately notify the City Contact designated in Section I, B.

Without disclosing the source of the request, the City may issue a written addendum to clarify the ambiguity, or to correct the problem, omission, or other error.

If prior to the submission date, a proposer knows of or should have known of an error in the RFP but fails to notify the City Contact of the error, the proposer shall submit their proposal at his, her or its own risk, and, if awarded an agreement, shall not be entitled to additional compensation or time by reason of error or its later correction.

16. Legal Review
The City requires that all proposers agree to be bound by the General Requirements contained in this RFP.

17. Governing Law
This RFP, and any agreement entered into pursuant to this RFP, are governed by the laws of the State of California.

18. Oral Changes and Basis for Proposal
Proposers may not rely upon oral explanations. All changes and addenda will be issued in writing. Only information supplied by the City in writing through the City’s Contact, or in this RFP should be used as the basis for the preparation of proposals.

19. Agreement Terms and Conditions
The agreement between the City and the selected proposer(s) will follow the format specified by the City and contain the terms and conditions set forth in Exhibit A, Software as a Service Agreement. However, the City reserves the right to negotiate with a successful proposer the final provisions or provisions in addition to those contained in this RFP. The contents of this RFP, as revised and/or supplemented, and the successful proposal will be incorporated into and become part of the agreement.

Should a proposer object to any of the City’s terms and conditions, as contained in this Section or in Exhibit A, that proposer must propose specific alternative language in his, her, or its proposal. Proposer must provide a brief discussion of the purpose and impact, if any, of each proposed changed followed by the specific proposed alternate wording.

The City may or may not accept the alternative language. General references to the proposer’s terms and conditions or attempts at complete substitutions are not acceptable to the City and may result in disqualification of the proposer.

20. Proposer’s Terms and Conditions
Proposers must submit with the proposal a complete set of any additional terms and conditions that they expect to have included in an agreement negotiated with the City.

21. Proposer Qualifications
The City may make such investigations as necessary to determine the ability of the proposer to adhere to the requirements specified within this RFP.

22. Right to Waive Minor Irregularities
The City reserves the right to waive minor irregularities and the right to waive mandatory requirements, provided that all of the otherwise responsive proposals fail to meet the same DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 337 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 21 mandatory requirements and/or doing so does not otherwise materially affect the procurement. This right is at the sole discretion of the City.

23. Change in Agreement or Representatives
The City reserves the right to require a change in the selected proposer or representatives if the assigned representatives are not, in the opinion of the City, meeting its needs adequately.

24. City Rights
The City reserves the right to award the proposal to separate proposers on any of the services as set forth in the proposer’s proposal. It is further understood that if the proposer to whom any recommended award is made fails to enter into an agreement with the City, award may be made to the next best qualified person or firm, who shall be bound to perform as if she, he or it received the award in the first instance.

25. Right to Publish
Throughout the duration of this procurement process and agreement term, potential proposers, and proposers, must secure from the City written approval prior to the release of any information that pertains to the potential work or activities covered by this procurement or the subsequent agreement. Failure to adhere to this requirement may result in disqualification of the proposer or termination of the agreement.

26. Ownership of Proposals
All documents submitted in response to the RFP shall be become the property of the City of Santa Monica and are subject to the provisions of the California Public Records Act, as described in Section II. A. 11. herein.

27. Agreement Award
Proposal will be evaluated by a committee comprised of City staff and may include outside consultants (the “Evaluation Committee”). The Evaluation Committee will make an award recommendation to City staff. City Council may give approval of the agreement and/or direct staff to negotiate the final terms and execute the agreement.

This agreement shall be awarded to the proposer or proposers whose proposal is best qualified, taking into consideration the evaluation factors set forth in the RFP. The most qualified proposal may or may not have received the most points or be the lowest cost proposal. Proposers will be notified when the award is being made or an award recommendation goes to the City Council for approval.

28. Protest Deadline
All parties wishing to file a protest shall comply with the procedures set forth in Santa Monica Municipal Code section 2.24.105 found here. Proposer may file a written protest with the Director of Finance no more than seven calendar days following the posting of award recommendation on the City’s online vendor portal website.

Protests received after the deadline will not be accepted.

III. SUBMISSION FORMAT AND ORGANIZATION
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 338 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 22 A. NUMBER OF RESPONSES
Proposers may submit multiple proposals, if desired. The City is not recommending or suggesting that proposers submit multiple proposals. The City is merely stating an available option. If a proposer chooses to submit multiple proposals, each must be entirely separate from the others. The Evaluation Committee will not collate, merge, or otherwise manipulate the proposer’s proposals.

B. PROPOSAL FORMAT

1. Letter of Transmittal
a. Identify the submitting organization;
b. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized by the organization to contractually obligate the organization; c. Identify the name, title, telephone and fax numbers, and e-mail address of the person authorized to negotiate the contract on behalf of the organization; d. Identify the names, titles, telephone and fax numbers, and e-mail addresses of persons to be contacted for clarification;
e. Be signed by the person authorized to contractually obligate the organization; f. Acknowledge receipt of any and all amendments to this RFP.

2. Qualifications
Provide a brief summary of your firm’s history, its capabilities, and its recent relevant experience (last five years). Also, describe your demonstrated experience with similar projects and qualification including professional licenses and certifications.

3. Key Personnel
Describe the project team composition and include resumes of key personnel. Proposed members should be available for ninety (90) days from the proposal due date. The City must be promptly notified of any changes in key personnel prior to award.

4. References
List a minimum of three (3) references for whom comparable services were provided to in the last five (5) years. Include the name of the firm, name of the contact, telephone number of the contact, email address of contact (if available), brief description of the services provided and your firm’s role, and the start and completion date.

5. Project Work Plan
Describe your understanding of the project and approach. Include deliverables, milestones, assumptions, and identify potential risks that could delay the project. List any resources you expect the City to provide.

6. Cost Proposal
Respondents to this request for proposal shall provide pricing for the line items listed in the table below. Please note if a pricing unit (lump sum, each, monthly, or per transaction) is not applicable in the event that a different pricing unit is used for that service (e.g., per DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 339 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 23 transaction versus lump sum or monthly) by referring to the line item where the pricing is covered. If relevant, separate tables may be provided for each of Options A, B, and C.

IV. EVALUATION

EVALUATION POINT SUMMARY
Line Description Unit Quantity Unit Price Extended
Price
Implementation of Real-time information, Alerts, and Analysis System(s) One-time or capital costs
1 Project management
services
Lump sum 1
2 System set-up,
configuration, and
documentation
Lump sum 1
3 Customer and/or
agency website set-up
and marketing
services
Lump sum 1
4 Training (staff) Lump sum 1
5 Application and
software licenses
Lump sum 1
6 Testing of custom
features and functions
Lump sum 1
Monthly service fees (if applicable)
7 System operation,
administration, and
reporting
Monthly 12
8 Hosting, computer
and network services
Monthly 12
9 Other (attach
explanation)
Monthly 12
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 340 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 24 All proposals meeting the requirements will be evaluated using the same criteria and point structure. Evaluations will be based on the weighted criteria listed below, which correspond to information requested in various sections of the proposal:

Note: Only those that achieve a score of seventy (70) points or more will be eligible for consideration and evaluation under this proposal.

CRITERIA MAXIMUM POINTS
Stated Requirements 40
Experience 10
Quality Control 10
Cost of Services, Cost Control 30
Stability / References 10
TOTAL POINTS 100
A. EVALUATION FACTORS
Stated Requirements: Up to forty (40) points may be awarded based on the Proposer’s ability to successfully perform the outlined services and meet relevant criteria. Evaluation will be based on Proposer’s ability to respond to the technical, security, scalability, reporting, and service requirements of this RFP.

Experience: Up to ten (10) points may be awarded based on the evaluation of the proposer’s knowledge and prior experience. Evaluation will be based on relevant experience of key personnel based on resumes showing technical knowledge and experience. Evaluation will also be based on level of the firm’s previous projects of comparable complexity, scale and nature; training and proven expertise in the area of work required; experience in projects completed for public entities; and the firm’s proposed work plan.

Quality Control (Technical / Operational): Up to ten (10) points may be awarded based on whether the distinct goals established for each component are met. Brief descriptions of previous project experiences should be used as examples of how quality control was achieved with former clients. Evaluation will also be made based on Proposer’s ability to provide BBB staff with necessary reports as described in RFP.

Cost of Services, Cost Control: Up to thirty (30) points may be awarded for the best pricing with all pricing factors taken into account. The consultant’s overall cost proposal for the project should reflect cost effective work and services. Cost control, performance within budget allocations, prudent auditing practices, management, and clear and DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 341 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 25 constant communication with City staff are essential to the success of this project. Brief descriptions of previous project experiences should be used as examples of how this was achieved with former clients, along with key examples of the firm’s accuracy in cost estimating.

Stability/References: Up to ten (10) points may be awarded upon an evaluation of proposer’s work for similar engagements. Please submit at least three references from public or private entities of similar size and scope. Additionally, provide evidence of insurance; description of firm size and structure, including number of partners and owners; and confirmation of firm’s independence and license to practice in California.

B. CONSULTANT SELECTION PROCESS:

Selection
The City of Santa Monica, through either the City Council or the City Manager (or his designee) has the sole authority to select the consulting firm and reserves the right to reject any and all proposals. The City reserves the right to approve or reject all subconsultants and engineers proposed to be retained by the prime consultant. Upon signing of the agreement, no change in proposed personnel or sub-consultants can be made without the City’s review and written authorization.

By submitting a response to this RFP, prospective consultants waive the right to protest after award or seek any legal remedies whatsoever regarding any aspect of this RFP. The City reserves the right to select any number of finalists. In addition, the City reserves the right to issue written notice to all prospective consultants of any changes in the RFP terms or proposal submission schedule, should the City determine in its sole and absolute discretion that such changes are necessary. The City reserves the right to request additional information from any proposing consultant and to reject any and all proposals.

All original work products, including computer files, shall remain the property of the City.

The City reserves the right to retain an expert to evaluate the proposing consultant’s work or qualifications at all stages in the selection process. Additionally, any contract entered into will be subject to termination at any stage if in the judgment of the City, such termination is in the best interest of the City. In the event such decision is made, appropriate written notice would be given before any termination and the consultant would be compensated on a pro-rata basis for work performed.

The responsible proposer whose proposal is the most advantageous to the City, taking to consideration all the evaluation factors will be recommended for the contract award.

Notwithstanding the Evaluation Team’s selection, the City reserves the right to award this RFP and the resultant Contract in any manner it deems to be in the best interest of the City and make the selection based on its sole discretion. The City is the sole and exclusive judge of quality and compliance with proposal specifications in any of the matters pertaining to this RFP.

Contract Award and Execution
Selection of a proposer with whom the City enters into contract negotiations with, or a recommendation of an award by the Evaluation Committee or any other party, does not constitute an award of Contract. Once the City formally awards the contract, the successful consultant will be notified to enter into an agreement. If the selected consultant does not DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 342 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 26 enter into the agreement, the City will begin negotiations with the second highest ranking proposing consultant.

Please review all contract forms prior to submitting a proposal. The City of Santa Monica intends to use these forms as the baseline agreements with the successful consultant.

The City will not entertain proposals to make material changes to the contract form once the project has been awarded. If you wish to request changes to the contracting forms, you must do so during the proposal process. In addition, the City requires compliance with several other policies and ordinances, proposing consultants will need to complete these Exhibits and submit with their Proposal.

The RFP document and the successful proposal response, as amended by agreement between the City of Santa Monica and the successful consultant, will become part of the contract documents. Additionally, the City of Santa Monica may verify the successful consultant’s representations that appear in the proposal. Failure of the successful consultant to perform as represented may result in elimination of the successful consultant from further negotiation or in contract cancellation or termination.

No oral explanation or instruction of any kind or nature whatsoever given before the award of a contract to a consultant shall be binding. The City of Santa Monica shall not be bound, or in any way obligated, until the City has awarded the contract and all documents have been executed. The proposing consultant may not incur any chargeable costs prior to final contract execution

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 343 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 27 City of Santa Monica
Non-Discrimination Policy Acknowledgment
A. Discrimination.

Discrimination in the provision of services may include, but not be limited to the following:
(a) Denying any person any service, or benefit or the availability of a facility. (b) Providing any service, or benefit to any person which is not equivalent, or in a non-equivalent manner or at a non-equivalent time, from that provided to others. (c) Subjecting any persons to segregation or separate treatment in any manner related to the receipt of any service.
(d) Restricting any person in any way in the enjoyment of any advantage or privilege enjoyed by others receiving any service or benefit.
(e) Treating any person differently from others in determining admission, enrollment, quota, eligibility, membership, or any other requirement or condition which persons must meet in order to be provided any service or benefit.
(1) Contractor shall take affirmative action to ensure that intended beneficiaries of this Agreement are provided services without regard to race, color, religion, national origin, ancestry, sex, age, gender, gender identification, gender expression, sexual orientation, marital status, AIDS or disability. (2) Contractor shall further establish and maintain written procedures under which any person applying for or receiving services hereunder, may seek resolution from Contractor of a complaint with respect to any alleged discrimination in the provision of services by Contractor's personnel.

At any time any person applies for services under this Agreement, he or she shall be advised by Contractor of these procedures. A copy of these procedures shall be posted by Contractor in a conspicuous place, available and open to the public, in each of Contractor's facilities where services are provided hereunder.

B. Non-discrimination in Employment
(1) Contractor certifies and agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, gender, gender identification, gender expression, marital status, AIDS or disability in accordance with the requirements of City, State or Federal law. Contractor shall take affirmative action to ensure that qualified applicants are employed, and that employees are treated during employment, without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, gender, gender identification, gender expression, marital status, AIDS or disability, in accordance with the requirements of City, State and Federal law. Such shall include, but not be limited to, the following:
(a) Employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation. (b) Selection for training, including apprenticeship.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 344 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 28 (2) Contractor agrees to post in conspicuous places in each of Contractor's facilities providing services hereunder, available and open to employees and applicants for employment, notices setting forth the provisions of this non-discrimination policy. (3) Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, gender, gender identification, gender expression, marital status, AIDS or disability, in accordance with the requirements of City, State or Federal law.
(4) Contractor shall send to each labor union or representative coworkers with which it has a collective bargaining agreement or other contract or understanding a notice advising the labor union or workers' representative of Contractor's commitments under this non-discrimination policy. (5) Contractor certifies and agrees that it will deal with its sub-Contractors, bidders, or vendors without regard to race, color, religion, national origin, ancestry, sex, age, sexual orientation, gender, gender identification, gender expression, marital status, AIDS or disability, in accordance with the requirements of City, State and Federal law.
(6) In accordance with applicable State and Federal law, Contractor shall allow duly authorized representatives of the County, State, and Federal government access to its employment records during regular business hours in order to verify compliance with this non-discrimination policy.

Contractor shall provide other information and records as the representatives may require in order to verify compliance with this non-discrimination policy. (7) If City finds that any of the provisions of this non-discrimination policy have been violated, the same shall constitute a material breach of agreement upon which City may determine to cancel, terminate, or suspend this Agreement. While City reserves the right to determine independently that this nondiscrimination policy has been violated, in addition, a determination by the California Fair Employment and Housing Commission or the Federal Equal Employment Opportunity Commission that Contractor has violated State or Federal non-discrimination laws shall constitute a finding by City that Contractor has violated the provisions of this non-discrimination policy. (8) The parties agree that in the event Contractor violates any of the non-discrimination policies set forth herein, City shall be entitled, at its option, to the sum of five hundred dollars ($500) pursuant to Civil Code Section 1671 as liquidated damages in lieu of canceling, terminating or suspending this Agreement.
(9) Contractor hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), all requirements imposed by applicable Federal Regulations, and all guidelines and interpretations issued pursuant thereto, to the end that no qualified disabled person shall, on the basis of disability, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity of the Contractor receiving Federal Financial Assistance. ___________________________________ ____________________________________ Signature/Date Name of Proposer
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 345 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 29 NON-COLLUSION DECLARATION TO ACCOMPANY

PROPOSALS OR BIDS
STATE OF CALIFORNIA }
COUNTY OF LOS ANGELES }
, being first duly sworn, deposes, and says: that He/She is:
(Insert “Sole Owner,” “A Partner”, “President,” “Secretary,” or other proper title) of (Insert name of proposer)
Who submits herewith to the City of Santa Monica the attached proposal; that He, She, It, or They is (are) the person(s) whose name(s) is (are) (strike out words not appropriate) signed to the hereto attached proposal; that said proposal is genuine; that the same is not sham or collusive; that all statements of fact therein are true; that such proposal was not made in the interest or on behalf of any person, partnership, company, association, organization or corporation not therein named or disclosed.

Declarant further deposes and says: that the proposer has not directly or indirectly by agreement, communication or conference with anyone attempted to induce action prejudicial to the interests of the public body which is to award the contract or of any other proposer, or anyone else interested in the proposed contract; that the proposer has not in any manner sought by collusion to secure for himself, herself, itself, or themselves, an advantage over any other proposer. (strike out words not appropriate)
Declarant further deposes and says that prior to the public opening and recording of proposals the said proposer:
(a) Did not, directly or indirectly, induce or solicit anyone else to submit a false or sham Proposal;
(b) Did not, directly or indirectly, collude, conspire, connive or agree with anyone else that said proposer or anyone else would submit a false or sham proposal, or that anyone should refrain from proposing or withdraw his/her proposal;
(c) Did not, in any manner, directly or indirectly, seek by agreement, communication or conference with anyone to raise or fix any overhead, profit or cost element of his, her, its, their price, or of that of anyone else; and
(d) Did not, directly or indirectly, submit his, her, its, or their proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, depository, or to any member or agent thereof, or to any individual or group of individuals, except to the awarding authority or to any person or persons who have a partnership or other financial interest with said proposal in his, her, its, or their business. (strike out words not appropriate)
I declare under penalty of perjury that the foregoing is true and correct.

____________________________ _____________________________ Signature/Date Name of Proposer
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 346 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 30 CITY OF SANTA MONICA

CERTIFICATION REGARDING DEBARMENT, SUSPENSION, PROPOSED DEBARMENT,

AND OTHER RESPONSIBILITY MATTERS
This certification must be completed for your proposal to be considered.

The undersigned certifies, to the best of his or her knowledge and belief, that:
1) The Bidder and/or any of its Principals, contractors, subcontractors and sub recipients are not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of or voluntarily excluded from participating in contracts by any Federal agency and are not presently on the System for Award Management (SAM) or being considered for the SAM OR ineligible to work on contracts for violations of California Labor Code Sections 1777.1 or 1777.7;

2.) “Principals,” for the purpose of this certification, means officer; directors; owners; partners; and, persons having primary management or supervisory responsibilities within a business entity (e.g., general manager; plant manager; head of a subsidiary, division, or business segment, and similar position) ;

3.) The Bidder also certifies that if awarded a contract it shall provide immediate written notice to the City of Santa Monica if, at any time, the Bidder learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances;

4.) A certification that any of the items in this provision exists will not necessarily result in withholding of an award under this solicitation. However, the certification will be considered in connection with a determination of the Bidder’s responsibility. Failure of the Bidder to furnish a certification or provide such additional information as requested by City of Santa Monica may render the Bidder non-responsive;

5.) Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render, in good faith, the certification required by this provision. The knowledge and information of a Bidder is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings; and

6.) The certification of this provision is a material representation of fact upon which reliance was placed when making award. If it is later determined that the Bidder knowingly rendered an erroneous certification, in addition to other remedies available to the City, the City of Santa Monica may terminate the contract resulting from this solicitation for default and pursue any other available legal remedies.

By signing below, I declare under penalties of perjury that the forgoing certifications and assurances, any other statements made by me are true and correct.

Name (printed): _______________________________ Title: ___________________________ Signature: ______________________________________ Date: ____________________ Name of Company: ________________________________ RFP No. : ____________ DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 347 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 31 Vendor Information Security Assessment
(VISA) Questionnaire
Purpose: This Vendor Information Security Assessment (VISA) Questionnaire requests information concerning a Cloud Service Provider (the Vendor), which intends to provide to the City of Santa Monica (The City) any or all of the following services: Software as a Service (SaaS); Platform as a Service (PaaS); and Infrastructure as a Service (IaaS).

Note/Instructions:
• SaaS, PaaS and IaaS are each a ‘cloud’ servicing model, in which software and database applications, computer network infrastructure and/or computer hardware/software platforms is/are hosted by the Vendor and made available to customers interconnected to a network, typically to the Internet. • This Questionnaire is for the sole use of the intended Vendor and may contain confidential information of individuals and businesses collected, stored, and used by The City. Any unauthorized collection, storage, use, review or distribution may be prohibited by California and/or Federal laws. If you are not the intended recipient of this Questionnaire, please contact the sender by e-mail and destroy all copies of the Questionnaire.
• The Vendor shall provide answers to the questions or information to the requests provided below. • The Vendor shall provide the latest), System & Organization Controls (SOC) Type 2 Audit Report. • In the event that the Vendor determines that it cannot meet the City’s security and or privacy requirements, the Vendor may submit a request for an exception to the City’s requirements and propose alternative countermeasures to address the risks addressed in this Questionnaire. The City’s Information Security Officer (ISO) may approve or reject the exception request, depending on the risks associated with the exception request.
• Upon receipt of the Vendor’s response, the Information Services Department Information Security will conduct a security risk assessment, using the following scoring methodology:

A = Meets completely.

B = Partially meets. The Vendor may be required to provide additional requested information.

C = Doesn’t meet. The Vendor may be required to provide missing/additional detail.

Vendor Information:

Vendor Organization Name
Address
Information Security Contact Person Name
Email
Phone
Date this Questionnaire Completed
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 348 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 32 1.0 BUSINESS PROCESS AND DATA EXCHANGE REQUIREMENTS
# Question Response from the
Vendor Score
Additional
Information/Clarification
Required from the
Vendor

1.1 Please provide a detailed
description of the business process
that will be supported by the Vendor,
as it relates to the proposed
requirements of the City’s RFP or
other Business Requirements
Document (BRD)

1.2 Has the Vendor adopted and
implemented information security
and privacy policies that are
documented, are accessible to the
City, and conform to ISO 27001/2 –
Information Security Management
Systems (ISMS) Standards?

1.3 What data exchange will occur
between the City and the Vendor?
What data will be stored at the
Vendor’s or other third party’s data
storage location? (Provide data
attributes with examples)
Example: (Payment Card
Information, Social Security
Number, Driving License # Patrons
Name, Address, telephone etc.),
which are examples of personal
information, the privacy of which
must be protected as stated by the
California constitutional and
statutory law.

1.4 In the event that the Vendor is
required to store Private Information
(PI), Personally Identifiable
Information (PII), or Sensitive
Information (SI) (collectively, the
Information) about individuals in the
service provider’s business systems,
how does the Vendor maintain the
confidentiality of the Information in
accordance with applicable federal,
state and local data and information
privacy laws, rules and regulations?

1.5 What mechanism and/or types of
tool(s) will be used to exchange data
between The City and the Vendor?
Example: (VPN, Data Link, Frame
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 349 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 33 # Question Response from the
Vendor Score
Additional
Information/Clarification
Required from the
Vendor
Relay, HTTP, HTTPS, FTP, FTPS,
etc.)

1.6 What types of data storage (work in
progress storage and backup
storage) are present or will be
required at the Vendor’s site?
Example: (PCI Credit Card Info,
SSN, DLN, Patrons Name,
Address, telephone, medical
records, etc.)

1.7 Is e-mail integration required
between The City and the Vendor?
Example: The provision of services
may require the City to provide the
Vendor with an e-mail account on
the City’s e–mail server.

1.8 Has the Vendor ever been subjected
to either an electronic or physical
security breach? Please describe
the event(s) and the steps taken to
mitigate the breach(es). What
damages or exposure resulted? Are
records of breaches and issues
maintained and will these records be
available for inspection by the City?

1.9 Does the Vendor maintain formal
security policies and procedures to
comply with applicable statutory or
industry practice
requirements/standards? Does it
include an Incident Response
procedure? Are records maintained
to demonstrate compliance or
certification? Does the Vendor allow
client audit of these records? NOTE:

PLEASE PROVIDE SUPPORTING
DOCUMENTATION.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 350 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 34 2.0 APPLICATION/SOLUTION CONFIGURATION
# Question Response from The
Vendor Score
Additional Information/
Clarification Required
from The Vendor

2.1 What are the Internet and the
browser security configurations for
the application? What security
standards and requirements does
the Vendor maintain to ensure
application security at the user
interface? (A set of detailed
documentation should be provided to
support the compliance.)

2.2 What is the name of the
application(s) that the Vendor will
host in order to provide services to
the City? (List all)

2.3 What functionality will be provided to
the City’s employees or the City’s
customers or other recipient of City
services through the application?

2.4 Will the Vendor use a subcontractor
and/or a third-party service provider?
(List all). If yes, then what data
privacy and information security
agreements are in place between
the Vendor and any
subcontractor/third party to ensure
appropriate and accountable
treatment of information? Note the
City requires each subcontractor
and/or third party to complete this
Questionnaire.

2.5 What is the Vendor's application(s)
hosting hardware and software
platform? Provide a detailed
description, including Service Packs
and a patch or security applications
in use.

Example: Windows or Unix
Operating System (OS) and other
detail.

2.6 How does the Vendor’s application
and database architecture manage
or promote segregation of the City's
data (related to its function as a local
government agency) from its other
customers?

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 351 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 35 # Question Response from The
Vendor Score
Additional Information/
Clarification Required
from The Vendor

2.7 Describe the Vendor’s server and
network infrastructure. Please
provide server and network
infrastructure deployment topology,
including data flow architecture
including but not limited to security
management applications (i.e.
firewalls, etc.)

2.8 Please provide a detail proposed
solution that will be developed as a
part of the Vendor’s implementation
to support this project. (For
example, detailed solution
architecture, secured data flow to
support business processes, etc.).

3.0 DATA PROTECTION
# Question Response from the
Vendor Score
Additional Information/
Clarification Required
from the Vendor

3.1 What will be the medium of data
exchange between the City and
Vendor?

3.2 How will the data be kept secure
during the data exchange process?
Example: (VPN, Data Link, Frame
Relay, HTTP, HTTPS, FTP, FTPS,
etc.)

3.3 How will the City’s data be kept
physically and logically secure at
the Vendor’s preferred storage
location? Example: Locked storage,
Digitally, Encrypted etc.

3.4 What application level protections
are in place to prevent the
Vendor’s or a subcontractor/third
party’s staff member from viewing
unauthorized confidential
information? For example,
encryption, masking, etc.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 352 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 36 # Question Response from the
Vendor Score
Additional Information/
Clarification Required
from the Vendor

3.5 What controls does the Vendor
exercise over the qualification and
performance of its team? Of their
subcontractor/third party’s team(s)?
(For example, criminal background
verification prior to employment,
providing security training after
employment and managing Role
Based Access Control (RBAC)
during employment and network
and application access termination
upon employment termination.

4.0 DATA BACK-UP
# Question Response from the
Vendor Score
Additional
Information/Clarification
Required from the Vendor

4.1 What are the Vendor’s method(s)
used to keep data secured during
the data backup process?

4.2 Is the Vendor’s encryption
technology used to encrypt whole or
selective data?

4.3 What types of storage media will the
Vendor use for data backup
purposes? For example, Tape, Hard
Disk Drive or any other devices.

4.4 Are the Vendor’s backup storage
devices encrypted? If ‘yes,’ please
provide encryption specification,
with type of encryption algorithm
and detail process of encryption
handling. If ‘no,’ provide a detailed
description (with process, tools and
technology) to keep data secured
during the back-up process.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 353 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 37 5.0 DATA RETENTION
# Question Response from the
Vendor Score
Additional
Information/Clarificati
on Required from the
Vendor

5. 1
What is the Vendor’s retention period
of the backed-up data? The data
retention process shall comply with
the City’s data retention policy.

5. 2
Are the data back-up storage media
at the Vendor’s location or other
third-party location?

If the Vendor’s backup storage
devices are stored with another
company, please provide:
x Company Name:
x Address:
x Contact person detail (Phone &
Email):
x What contractual commitments
are in place to guarantee
security performance from these
vendors

What is the media transfer process
(I.e. The lock box process used to
send tapes off-site)?

Who has access to the data storage
media lockbox(es)? (Provide Name
and Role)
Who on the Vendor’s staff or
subcontractor/third party’s staff is/are
authorized to access backup data
storage media? (Provide Name and
Role)
What is the backup data storage
media receipt and release
authorization process(es)? (Please
submit a soft copy of the process)

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 354 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 38 6.0 ACCOUNT PROVISIONING AND DE-PROVISIONING (The Vendor must receive formal pre-authorization from the City’s ISD designated Manager prior to provisioning and de-provisioning of application access account). # Question Response from the Vendor Score
Additional Information/
Clarification Required
from the Vendor

6.1 What is the account
provisioning/removal process?
(Example: how are users accounts
created and managed?)

6.2 What is the account deprovisioning/
removal process? Example: how are
users accounts created and
managed?)

6.3 How will the City’s employees gain
access to required application(s)?

6.4 Does the application(s) have the
capability to restrict access only
from the City’s WAN (Wide Area
Network)?

7.0 PASSWORD MANAGEMENT
# Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

7. 1
What will be the policy and/or
procedures for the logging,
authentication, authorization and
password management scheme?
(Please provide a soft copy of the
process)

7. 2
Where will the login and password
credentials be stored?

7. 3
Are the password credentials stored
with encryption? If ‘yes,’ please
provide encryption scheme detail.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 355 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 39 # Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

7. 4
The Vendor’s application must
comply with the following password
requirements. Does the Vendor’s
application meet these requirements?
First time password must be unique
to an individual and require the user
to change it upon initial login.
x If the password is sent via plain
text e-mail to the City employee
to mitigate security exposure.
x The City requires first time
password to have a time-out
capability of no more than 7
days.
x The e-mail notification must not
be copied to anyone except the
user.
x The permanent/long term
password must be changed
frequently (at least every 90
days)
x E-mail notification must be sent
to the user whenever the
password has been updated.
x User should not be able to view
data or conduct business unless
an initial password has been
updated with a different
password.
x The Vendor shall inform the
City’s users, when a new
password is created, the user
shall not use their City’s
password.
x The password must have 12 or
more alphanumeric characters
and it must contain at least one
character from each of the bullets
noted below (i.e. each line shall
contribute at least one character):
x Abcdefghijklmnopqrstuvw
xyz
x ABCDEFGHIJKLMNOPQRS

TUVWXYZ
x 0123456789
x !@#$%^&*()-
+=`~,></\"'?;:{[}]

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 356 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 40 8.0 CLOUD SERVICES
# Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

8.1 Are the vendor services housed at
their own (a) data center, (b) the
cloud, or (c) deployed-on premise
only? How does the vendor ensure
any services hosted externally
maintain regulatory and best
practice security controls?

8.2 Which cloud providers does the
vendor use?

9.0 CYBERSECURITY INSURANCE
# Question Response from the Vendor Score
Additional
Information/Clarification
Required from the
Vendor

9.1 Does the vendor have cybersecurity
insurance? If so, please indicate if it
protects against security incidents,
including hacking, viruses, data theft
and inadvertent loss personal
information.

Information Security Officer Comments:
--------------------------------------------------- End of Document --------------------------------------------------

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 357 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 41 CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

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.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 358 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival 42 CITY OF SANTA MONICA

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:

Bid/PO/Contract # __________________ Permit # ___________________________ DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

4.E.c
Packet Pg. 359 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 43 -
June 2019

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 19/20 – July 1, 2019 through June 30, 2020)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $16.63 per hourfor certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Please direct any questions and send the completed, signed Certification to:

City of Santa Monica Finance Department
1717 4th Street, Suite 250
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 360 Attachment: 2020-Swiftly Original Agreement 11000 (6836 : Second Modification to Contract with Swiftly, Ltd. for Real Time Bus Arrival - 44 -
June 2019

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2019 through June 30, 2020

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $16.63 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE

THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached. (a) ________ contractor is a government agency and is exempt (b) ________ contractor is a City grantee and is exempt (c) ________ contractor is a non-profit corporation and is exempt (d) ________ contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms (e) ________ contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica’s Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO. Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of California.

Santa Monica City CouncilFebruary 11, 2025

Santa Monica City Council
February 11, 2025