1 SECOND MODIFICATION OF AGREEMENT NO. 10887 (CCS)
This Second Modification of Agreement Number 10887 (CCS) (“Second Modification”), entered into as of _________________, by and between the City of Santa Monica, a municipal corporation (“City”), and Zones, LLC (“Zones”) is made with reference to the following:
RECITALS
A. On or about July 23, 2019, the Santa Monica City Council authorized the City Manager to negotiate and execute an agreement with Zones in an amount not to exceed $2,387,000 to operate a Network Operations Center (“NOC”) and afterhours Service Desk.
B. On or about September 16, 2019, the City and Zones entered into Agreement Number 10887 (CCS) for professional services (“Original Agreement”) in an amount not to exceed $2,169,786, with a termination date of August 31, 2024.
C. On or about February 8, 2023, under the same authority approved by City Council on July 23, 2019, the City and Zones entered into a First Modification of Agreement Number 10887 (CCS) (“First Modification”) to include additional services to be performed by Zones; remove certain services and to decrease the overall agreement amount to $1,988,732 to reflect the reduction in services. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.” D. The City and Zones desire to modify the Agreement to extend the term one additional year, with no change to the existing $1,988,732 budget, to allow the City to complete a formal procurement process for a new agreement without an interruption in critical services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. Section 1 of the 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 August 31, 2025, unless terminated earlier as set forth in the Agreement or extended by the parties in writing.
2. Section 2 of the Agreement entitled “Zones Services” shall be modified by adding the following paragraph:
Continued Services. Unless terminated earlier by the City for convenience or otherwise pursuant to section 14 of the Agreement, Zones will continue to perform all the Additional Services described in Exhibit A-1 of the First Modification (“Continued Services”) from September 1, 2024 through August 31, 2025. Zones will complete the Continued Services in Docusign Envelope ID: D7801D3C-EC11-49F6-B359-F092E998200F 8/20/2024
2 accordance with Exhibit B-2, Revised Budget.
3. Section 4 of the Agreement entitled “Compensation” shall be modified by adding the following paragraph:
Additional Compensation for Continued Services. The City will compensate Zones for the Continued Services in an amount not to exceed $241,908 as set forth in Exhibit B-2. The total compensation paid to Zones for all Services, including all Continued Services, provided pursuant to the Original Agreement, the First Modification, and this Second Modification shall not exceed $1,988,732.
4. Exhibit B-2 is attached hereto and incorporated herein by this reference.
5. Execution in Counterparts. This Second 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 Second 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).
6. Except as expressly modified by this Second 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 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 Crporation
#VENDOR
By:
_______________________________
Docusign Envelope ID: D7801D3C-EC11-49F6-B359-F092E998200F 8/17/2024
City Attorney
DOUGLAS SLOAN
8/19/2024
Derek de Bakker
Zones, LLC
General Counsel
David White
8/20/2024
City Manager
Nikima Newsome
8/21/2024
City Clerk
3 Exhibit B-2
Revised Budget
As directed by the City, and subject to the City’s ability to terminate the Agreement for convenience pursuant to Section 14.2 of the Agreement, Zones will provide the Continued Services from September 1, 2024 – August 31, 2025 at a rate of $20,159 per month. The total compensation paid to Zones for all Services, including all Continued Services, provided pursuant to the Original Agreement, the First Modification, and this Second Modification shall not exceed $1,988,732.
Continued Services Rate Maximum #
months
Continued Services Not to
Exceed Amount
Monthly Services Fees
(September 1, 2024 – August 31, 2025)
$20,159/month 12 $241,908
Docusign Envelope ID: D7801D3C-EC11-49F6-B359-F092E998200F