Agenda packet — Santa Monica City Council, January 13, 2026 (part 1 of 8)

City of Santa Monica
City Council Meeting
AGENDA

CAROLINE TOROSIS
MAYOR

ELLIS RASKIN JESSE ZWICK

COUNCILMEMBER MAYOR PRO TEM

DAN HALL BARRY SNELL

COUNCILMEMBER COUNCILMEMBER

LANA NEGRETE NATALYA ZERNITSKAYA

COUNCILMEMBER COUNCILMEMBER
OLIVER C. CHI

CITY MANAGER

HEIDI VON TONGELN

INTERIM CITY ATTORNEY

MARIA DACANAY-WISNER

ASSISTANT 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: 1/14/2026 8:41 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: 1/14/2026 8:41 AM Page 3

AGENDAS

CITY OF SANTA MONICA

REGULAR AND SPECIAL MEETING
.CITY HALL COUNCIL CHAMBERS.
1685 MAIN STREET, ROOM 250, SANTA

MONICA, CA AND, A TELECONFERENCE
LOCATION IN NEW YORK, NY 10014
TUESDAY, JANUARY 13, 2026
MEETING BEGINS AT 5:30 PM (PST) AND A
TELECONFERENCE SITE AT 8:30 PM (EST)
The Santa Monica City Council Meeting will be held on Tuesday, January 13, 2026, at 5:30 P.M. (PDT) in the City Council Chambers, 1685 Main Street, Santa Monica, California 90401, and at a teleconference site located at 8:30 P.M. (EST) at the Jane Hotel, 113 Jane Street, New York, NY 10014, where a Councilmember will be present and participating via teleconference.

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.

City of Santa Monica Generated: 1/14/2026 8:41 AM Page 4

LEVINE ACT DISCLOSURES AND ANNOUNCEMENTS / PROCEDURAL

MOTIONS

1. GENERAL PUBLIC INPUT AND COMMENT ON SPECIAL AGENDA ITEMS (For regular meetings, public comment is permitted on Special Agenda Items and items not on the agenda that are within the subject matter jurisdiction of the City. State law prohibits the City Council from taking any action on items not listed on the agenda, including issues raised under this agenda item. For special meetings, public input is limited to scheduled Special Agenda Items only.)

1.A. Written Comments

2. SPECIAL AGENDA ITEMS
No items

3. PUBLIC INPUT (ITEMS UNDER CONSENT CALENDAR AND CLOSED SESSION ONLY)

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. Approval of First Modification of Contract with Hayden AI for Launch of Bike Lane Enforcement Program
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15321 (Enforcement Actions by Regulatory Agencies) of the California Environmental Quality Act (CEQA) Guidelines; and

2. Authorize the City Manager to negotiate and execute a first modification to agreement #11617 in the amount of $944,000 with Hayden AI, Inc. for bike lane enforcement services for the Department of Transportation. This will result in a new six-year amended agreement in an amount not to exceed $2,452,904, with future year funding contingent on Council budget approval.

4.B. Development Impact Fees Report 2025
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the action below does not constitute a project subject to the California Environmental Quality Act (CEQA);
City of Santa Monica Generated: 1/14/2026 8:41 AM Page 5

2. Review and accept the FY 2024-25 Annual Reporting of Development Impact Fees per the Mitigation Fee Act (Government Code 66000-66025) and the FY 2024-25 Child Care Linkage Fee Report per SMMC Chapter 9.65.

4.C. Approval of the Fifth Modification to Agreement #11051 with Clean Earth Environmental Solutions for Hazardous Waste Services
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemptions pursuant to Sections 15301 and 15308 of the California Environmental Quality Act (CEQA) Guidelines; and

2. Authorize the City Manager to negotiate and execute a fifth modification to Agreement #11051 in an amount of $582,031 with Clean Earth Environmental Solutions, Inc. (formerly Stericycle Environmental Solutions), for hazardous waste services for the Public Works Department. This will result in a five-year, eight-month amended agreement with a new total amount not to exceed $2,780,031, with future year funding contingent on Council budget approval.

4.D. Approve Third Modification of Contract with Swiftly, Ltd. for Real Time Bus Arrival Predictions
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 third modification to agreement #11000 in the amount of $718,751, with Swiftly Ltd., for a cloudhosted 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 an eight-year amended agreement with a new total amount not to exceed $2,403,205, with future year funding contingent on Council budget approval.

4.E. Adoption of a Resolution Updating the Santa Monica Cannabis Equity Program
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, and

2. Adopt the attached Resolution updating the Santa Monica Cannabis Equity Program.

4.F. Second Reading and Adoption of an Ordinance to Establish a Digital Display District to Permit Digital Displays to Be Approved by Development Agreement in Specified Locations Along the Third Street Promenade and Santa Monica Place
City of Santa Monica Generated: 1/14/2026 8:41 AM Page 6 Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.G. Second Reading and Adoption of an Ordinance to Approve a Development Agreement for Digital Displays Located at 395 Santa Monica Place - Revised Title 1/07/2026
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.H. Second Reading and Adoption of an Ordinance to Approve a Development Agreement for a Digital Display Located at 1310 Third Street Promenade Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.I. Second Reading and Adoption of an Ordinance to Approve a Development Agreement for a Digital Display Located at 1202 Third Street Promenade Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.J. Second Reading and Adoption of an Ordinance to Approve a Development Agreement for a Digital Display Located at 301 Arizona Avenue/1253 Third Street Promenade
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.K. Second Reading and Adoption of an Interim Zoning Ordinance Updating Applicability Thresholds and Standards for Resource and Recycling Room Dimensions Set Forth in Santa Monica Municipal Code Section 9.21.130 in Order to Further Economic Recovery Efforts by Facilitating a Self-Certification Building Permit Program
Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.L. Second Reading and Adoption of an Ordinance Amending Santa Monica Municipal Code Chapter 8.108, Subpart B, to Amend the Construction and Demolition Material Recycling Compliance Process and to Transition from a Deposit-Based System to a Fine-Based Enforcement Approach Recommended Action
Staff recommends that the City Council adopt the attached Ordinance.

4.M. Award Bid # 4506 to A and A Fleet Painting, Inc. for Bus Body and Paint Repairs
City of Santa Monica Generated: 1/14/2026 8:41 AM Page 7 Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15301 (Existing Facilities) and a finding of no possibility of significant effects pursuant to Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines;

2. Award Bid # 4506 to A and A Fleet Painting, Inc. for transit bus body repairs and painting services for the Department of Transportation; and

3. Authorize the City Manager to negotiate and execute an agreement with A and A Fleet Painting Inc., in an amount not to exceed $3,437,363, including a 10% contingency, for a five-year period, with future year funding contingency on Council budget approval.

4.N. City Council - Regular and Special Meeting - Dec 16, 2025 5:30 PM

4.O. City Council - Special Meeting - Jan 6, 2026 5:30 PM

4.P. Approval of Offer Letter for Retired Annuitant Denise Anderson-Warren for Services as Interim Director of Records and Election Services (City Clerk) Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of no possibility of significant effect pursuant to Section 15601(b)(3) (Common Sense Exemption) of the California Environmental Quality Act (CEQA) Guidelines;

2. Approve the offer letter to Denise Anderson-Warren for her services as Interim Director of Records and Election Services (“City Clerk”); and

3. Authorize the Mayor to sign the offer letter on behalf of the City.

5. CLOSED SESSIONS
City of Santa Monica Generated: 1/14/2026 8:41 AM Page 8

5.A. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

John U.N.B. Doe, et al. v. City, et al.; LASC # 23STCV12746; John Doe 1, et al. v. City, et al.; LASC # 23STCV15009; Hector Orozco v. John Doe: Does 1-2; LASC # 23SMCV03120; John JPC Doe v. Doe City, et al.; LASC # 23STCV22020; John AD Doe, et al. v. City, et al.; LASC # 23STCV26548; John CW Doe, et al. v. City, et al.; LASC # 23STCV29623; John Doe (A.G.) v. Santa Monica Police Activities League, et al; LASC # 23SMCV06066; John GA DOE, et al. v. City, et al.; LASC # 24STCV06484; John U.L.W. Doe, et al. v. City, et al.; LASC # 24STCV06768; Joseph Garcia v. Santa Monica Police Activities League, et al.; LASC # 24SMCV01368; John Doe 15, et al. v. City, et al.; LASC # 24STCV07647; John Doe 18, et al. v. City, et al.; LASC # 24STCV0239; John RR Doe, et al. v. City, et al.; LASC # 24STCV09398; John Doe 33, et al. v. City, et al.; LASC # 24STCV15580; John Doe 48 v. City, et al.; LASC # 24STCV15420; John Doe 49 v. City, et al.; LASC # 24STCV19296; John DD Doe v. City, et al.; LASC # 24SMCV04421; Jane EB Doe, et al. v. City, et al.; LASC # 24STCV24146; John Doe (V.D.) v. Santa Monica Police Activities League, et al.; LASC # 24SMCV05049; John Doe (D.F.) v. Santa Monica Police Activities League, et al.; LASC # 24SMCV05050; John Doe (D.G.) v. Santa Monica Police Activities League, et al.; LASC # 24SMCV05051; Jane Doe 13, et al. v. City, et al.; LASC # 24STCV27233; John AM Doe, et al. v. City, et al.; LASC # 24STCV28433; John Doe v. City, et al.; LASC # 24SMCV05527; John Doe 53 v.

City, et al.; LASC # 24STCV31763; John Doe (Y.M.) v. Santa Monica Police Activities League, et al.; LASC # 24SMCV06355; Jane Doe 16, et al. v. a Public Entity, et al.; LASC # 25STCV02235; John Doe 62, et al. v. City, et al.; LASC # 25STCV04414; John Doe 23 v. City, et al.; LASC # 25STCV05850; John Doe (E.B.) v. Santa Monica Police Activities League, et al.; LASC # 25STCV06354; Jane PB Doe, et al. v. City, et al.; LASC # 25

5.B. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

City v. ICSOP, et al.; OCSC # 30-2022-01261243

5.C. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

City of Santa Monica, et al. v. Waymo LLC et al., LASC # 25SMCV06581

5.D. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

Santa Monica EV Holdings, LLC et al. v. City, LASC # 25SMCV06681

5.E. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

Waymo LLC v. City, LASC # 25SMCV06541

5.F. Conference with real estate negotiator - Gov. Code § 54956.8; property: 930 Pacific Coast Highway, 1200 Pacific Coast Highway, 2400 Ocean Front Walk, and 2600 Ocean Front Walk, Santa Monica, California; City negotiators:

Jennifer Taylor, Economic Development Manager; owner of record: City of Santa Monica; persons to be negotiated with: Richard Chacker, President for Chaos Enterprises, Inc. dba Perry’s Café and Rentals at the Beach; under negotiation: price and terms of lease

5.G. Conference with real estate negotiator - Gov. Code § 54956.8; property: 2640 Main Street, Santa Monica, California; City negotiators: Jennifer Taylor, City of Santa Monica Generated: 1/14/2026 8:41 AM Page 9 Economic Development Manager; owner of record: City of Santa Monica; persons to be negotiated with: Bruce Phillips, Chief Executive Officer for Ocean Park Restaurant Corporation; under negotiation: price and terms of payment

5.H. Conference with real estate negotiator - Gov. Code § 54956.8; property: 419 and 1616 Ocean Avenue, Santa Monica, California; City negotiators: Oliver Chi, City Manager; owner of record: Community Corporation of Santa Monica; persons to be negotiated with: Tara Barauskas, Executive Director, Community Corporation of Santa Monica; under negotiation: price and terms of payment

5.I. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

Stanford Neighbors Against City Overreach v. City, LASC # 25STCP04108

5.J. Conference with legal counsel - significant exposure to litigation - Government Code § 54956.9(d)(2) – 1 case

5.K. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

Courtney Bruesehoff v. City; LASC # 23TRCV03691 [report out only]

5.L. Conference with legal counsel - existing litigation - Gov. Code § 54956.9(d)(1):

Narine Sulahian Keshishianv. City; LASC # 24SMCV02912 [report out only]

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. Boards & Commissions Comprehensive Review
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the recommended actions herein do not constitute a project subject to the California Environmental Quality Act (CEQA);

2. Hold a study session to review and provide direction on staff recommendations to restructure Boards, Commissions and Task Forces and update general policies and procedures as part of the City Clerk’s Office fiveyear review.

8. CONTINUED ITEMS
City of Santa Monica Generated: 1/14/2026 8:41 AM Page 10 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.)

10.A. Introduction of an Ordinance to Extend the Off-Site Affordable Housing Pilot Program, Allowing Additional Applicants of Qualified Market Rate Multi-family Residential Projects to Satisfy the City’s Affordable Housing Requirements through Alternative Options
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the actions below have been previously analyzed in the certified 6th Cycle Housing Element Environmental Impact Report and are statutorily exempt from the California Environmental Quality Act pursuant to Section 21080.085(a) of the California Public Resources Code;

2. Introduce for first reading an ordinance to add Section 9.64.065 to the Santa Monica Municipal Code to establish the Off-site Affordable Housing Pilot Program for 1000 units and add Section 9.64.075 to the Santa Monica Municipal Code to extend and expand the Off-site Affordable Housing Pilot Program.

11. STAFF ADMINISTRATIVE ITEMS
. SPECIAL MEETING OF THE REDEVELOPMENT SUCCESSOR AGENCY . ROLL CALL

11.A. Adoption of Resolution Authorizing Issuance of Tax Allocation Refunding Bonds, Series 2026 (refinancing of the 2006 TABs and the 2011 TABs) Recommended Action
Staff recommends that the Successor Agency:

1. Adopt the attached Resolution Authorizing Issuance of Tax Allocation Refunding Bonds and approving the related documents and other actions in connection with the issuance of Tax Allocation Refunding Bonds (Attachments A, B, C, D and E).

2. 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.

11.B. Approval of Minutes for Redevelopment Successor Agency Meeting City of Santa Monica Generated: 1/14/2026 8:41 AM Page 11 Recommended Action
Staff recommends that the Redevelopment Successor Agency approve the minutes of the December 16, 2025 meeting.
. ADJOURNMENT

11.C. Consideration of Certain Prior Housing-Production Related Votes and Repeal of Interim Zoning Regulations Related to Projects Utilizing State Law for Small Lot Subdivisions and Duplexes and Lot Splits on Parcels Zoned for SingleUnit Residential Recommended Actions
Staff recommends that the City Council:

1. Adopt findings of exemption under the California Environmental Qualiy Act as outlined in Environmental Review, below;

2. Adopt a Resolution Directing the Planning Commission to Initiate the Process of Amending the Zoning Ordinance Related to Projects Utilizing State Law for Small Lot Subdivisions Under 10 Units and Projects Consisting of Duplexes and Lot Splits on Parcels Zoned for Single-Unit Residential;

3. Approve Proposed Regulatory Updates to High-Rise Building Definitions and Single Stairway Multi-Family Building Provisions;

4. Ratify Adoption of the 2025 California Building Standards Code and Resolution making Findings of Climatic, Geological and Topographical Conditions, and

5. Repeal Emergency Interim Zoning Ordinance Number 2821 (CCS), Permitting the Establishment of Accessory Dwelling Units (ADUs) as Part of Projects Utilizing Senate Bill (SB) 1123 on Vacant Parcels Zoned for SingleUnit Residential, Ensuring Project Feasibility of SB 1123 Projects by Providing for Certain Relaxed Development Standards, and Expanding the Establishment of ADUs to All Projects Utilizing Government Code Sections 65852.28, and 66499.41 Which Includes Parcels Within Multiple-Unit Zoning District as Permitted Pursuant to SB 684.

12. PUBLIC HEARINGS
No items

13. REPORTS OF BOARDS AND COMMISSIONS
No items

14. RESOLUTIONS
No items

15. WRITTEN COMMUNICATIONS OTHER THAN REPORTS OF COMMISSION AND

OFFICERS
No items
City of Santa Monica Generated: 1/14/2026 8:41 AM Page 12

16. COUNCILMEMBER DISCUSSION ITEMS

16.A. Appointments of City Council Voting and Alternate Delegates to Regional Governmental and Membership Organizations
Recommended Action
Staff recommends the City Council appoint Councilmembers to serve as the City Council’s voting and alternate delegates to the five regional governmental and membership organizations:

1. Westside Cities Council of Governments (WSCCOG): One (1) Voting Delegate and one (1) Alternate Delegate to the WSCCOG Governing Board to participate in regular meetings (2nd Thursday of every even numbered months from Noon to 1:15pm)

2. Independent Cities Association (ICA): One (1) Voting Delegate and one (1) Alternate Delegate to participate in monthly meetings and plan to attend Winter (February 20-22, 2026 in Santa Barbara) and Summer (July 9-12, 2026 in Indian Wells) Seminars.

3. League of California Cities (CalCities): One (1) Voting Delegate and one (1) Alternate Delegate to attend the 2026 CalCities Annual Conference (September 23-25, 2026 in Anaheim).

4. Los Angeles County Division of CalCities: One (1) representative to attend Los Angeles County Division monthly meetings (1st Thursday of each month from 6pm to 8pm).

5. Southern California Association of Governments (SCAG): One (1) Voting Delegate and one (1) Alternate Delegate to attend the SCAG General Assembly (May 7-8, 2026 in Indian Wells).

ADJOURNMENT
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 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 City of Santa Monica Generated: 1/14/2026 8:41 AM Page 13 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: January 13, 2026
Agenda Item: 1.A
1 of 1
To: Mayor and City Council
From: Denise Anderson Warren, Interim City Clerk, Records and Election Services Department
Subject: Written Comments
Prepared By: David Yakobson, Staff Assistant III
Approved Forwarded to Council
Attachments:

A. Written Comments

1.A
Packet Pg. 14
September 30, 2025 Upzoning of 2644 30th is a quasi-judicial matter relating to housing production. Motion Made by Zwick with a disqualifying interest is INVALID and VOID.

Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
Packet Pg. 15
Attachment: Written Comments (7495 : Written Comments)
September 6, 2024 Email from lobbyist to David Martin and Jing Yeo, former and current Santa Monica Community Development Directors “Hi David and Jing,
Can we schedule a time to meet about a lot that was inadvertently changed from commercial (C2) to R1 during the 2010 LUCE/2015 Zoning Ordinance? … I will send you my summary and all the relevant documents after we meet but we wanted to talk it through with you live and hopefully brainstorm opportunities to address the issue. …”
“From our side, the meeting would include the property owner PMI (Jeff Palmer and Gabrielle Ipale) and me. Given your schedules, perhaps Gabrielle could suggest a few times that work for both of you. I’ve copied our assistants Julia and Susie to help with scheduling for our team. This isn’t urgent but I wanted to get this on your radar in case there are any upcoming opportunities to address this.”
- Paula Larmore, Harding Larmor Kutcher & Kozal, LLP
Registered lobbyist and counsel for the owner
Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
Packet Pg. 16
Attachment: Written Comments (7495 : Written Comments)
February 15, 2025
Email from lobbyist to
Community
Development
Director, City Attorney,
and Planning Staff
Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
Packet Pg. 17
Attachment: Written Comments (7495 : Written Comments)
February 18, 2025 Email from Community Development Director to Lobbyist Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
Packet Pg. 18
Attachment: Written Comments (7495 : Written Comments)
July 23, 2025 Email from City Attorney to Lobbyist
Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
Packet Pg. 19
Attachment: Written Comments (7495 : Written Comments)
July 23, 2025 Email from Lobbyist to City Attorney
Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
Packet Pg. 20
Attachment: Written Comments (7495 : Written Comments)
July 23, 2025 Emails between Lobbyist and City Attorney Item 1
January 13, 2026
Item 1
January 13, 2026

1.A.a
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Attachment: Written Comments (7495 : Written Comments)
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Attachment: Written Comments (7495 : Written Comments)
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Attachment: Written Comments (7495 : Written Comments)
1 David Yakobson
From: Teri D Bernstein <[email protected]>
Sent: Tuesday, January 13, 2026 1:43 AM
To: Lana Negrete; Caroline Torosis; Barry Snell; Jesse Zwick; Dan Hall; Natalya Zernitskaya; Ellis Raskin; [email protected]
Cc: councilmtgitems
Subject: Request to correct Minutes from May 13th meeting Item 12A

EXTERNAL
Dear Mayor and City Councilmembers,
When the Council tabled the portion of item 12A on May 13th 2025 that resurfaced as item 12A on September 30, 2025, the audio record indicates that the motion is being tabled to explore amendments to the legal non-conforming use on the property at 2644 30th in lieu of a rezoning.

The Minutes report the item being tabled, but omits the Council's intention and promise to explore amendments to legal non-conforming uses rather than rezoning.

I trust that you will amend the minutes to reflect the audio reality.

Thank you.

Sincerely,
Teri Davis Bernstein
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Attachment: Written Comments (7495 : Written Comments)
1 David Yakobson
From: John Alle <[email protected]>
Sent: Tuesday, January 13, 2026 5:20 AM
To: John Alle
Subject: URGENT

EXTERNAL
https://smtransparency.netlify.app/
--
John E. Alle

JOHN ALLE COMPANY

THE SANTA MONICA COALITION / SAFE CITIES
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Attachment: Written Comments (7495 : Written Comments)
1 David Yakobson
From: John Alle <[email protected]>
Sent: Tuesday, January 13, 2026 7:25 AM
To: The Santa Monica Coalition
Subject: SUNDAY AFTERNOON IN THE PARK

EXTERNAL
SATURDAY evening these transient addicts slept on the 3rd Street Promenade, got dangerously high, then on SUNDAY staggered to Reed Park adjacent to the Children's Playground and Basketball Courts across from St. Monica's Catholic School and Church.

MONDAY they were given needles and pipes illegally funded by the City of Santa Monica, courtesy of the Venice Family Clinic and LA County. Seems like the Holidays are still going on for them, as our nightmare continues.

Music ("Sunday Afternoon in the Park") courtesy of Van Halen Insta
https://www.instagram.com/reel/DTdIbn3Ak2d/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/SfYrxHf7qdc
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Attachment: Written Comments (7495 : Written Comments)
From: Kathleen Benjamin
To: councilmtgitems
Subject: Invitation to join MLK interfaith celebration honoring the legacy of Dr Martin Luther King Date: Monday, January 12, 2026 8:15:41 PM
Attachments: IMG_2492.png

EXTERNAL
Dear Mayor and council, Members of the Santa Monica City Council, and Neighbors in Attendance,
On behalf of the Santa Monica Area Interfaith community, thank you for your service and for your ongoing commitment to the wellbeing of all who call Santa Monica home. It is in this spirit of shared care and responsibility that you are invited to take part in an upcoming interfaith celebration honoring the life and legacy of Dr. Martin Luther King Jr. and his vision of the Beloved Community.

Our Interfaith MLK Celebration will bring together leaders and members of diverse spiritual and faith traditions, civic leaders, and community members to affirm the values of unity, justice, compassion, and nonviolence that Dr. King championed and that continue to guide communities working toward equity and dignity for all. This gathering is intended as both a celebration and a living expression of the Beloved Community, where people of different backgrounds come together to listen, learn, and stand with one another in mutual respect and hope.

You are warmly invited to attend this celebration, to be recognized for your leadership, and— if it is the Council’s pleasure—to offer brief words of greeting to those assembled. All community members present at this Council meeting, as well as those watching, are likewise invited to join us; this will be an open, welcoming event for people of all faiths and of no particular faith tradition who share a commitment to the values Dr. King articulated.

As we gather to honor Dr. King’s legacy, our hope is that this celebration will help deepen relationships between our interfaith community, city leadership, and residents, and strengthen our shared work of building a more just, inclusive, and compassionate Santa Monica. Thank you for your consideration, for your partnership, and for all that you do on behalf of our city.

With respect and gratitude,
Rev Kathleen Benjamin,
President Santa Monica Area Intefaith Council
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Attachment: Written Comments (7495 : Written Comments)
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Attachment: Written Comments (7495 : Written Comments)
2 David Yakobson
From: John Alle <[email protected]>
Sent: Thursday, January 8, 2026 10:14 AM
To: The Santa Monica Coalition
Subject: LA, Santa Monica and Beirut
Follow Up Flag: Follow up
Flag Status: Flagged

EXTERNAL
This is Pacific Palisades in Los Angeles 9 months ago. Little has changed today.

LA's Mayor Karen Bass, and Santa Monica's Mayor Caroline Torosis and Vice Mayor Jesse Zwick (housing density and timber advocates), would get on with Hezbollah's terrorist-controlled Mayor Darwish in wartorn Beirut.

They have NOT studied or proposed a comprehensive government led city evacuation plan.

Insta
https://www.instagram.com/reel/DTQgl-oAsQG/?utm_source=ig_web_copy_link&igsh=MzRlODBiNWFlZA== YouTube
https://youtu.be/f9zc_4ELUOI
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Attachment: Written Comments (7495 : Written Comments)
1 David Yakobson
From: Naren Desai <[email protected]>
Sent: Monday, January 12, 2026 12:14 PM
To: councilmtgitems
Subject: 5/13/25 Item 4-K - Abolishing Speaking Time Donation- OPPOSE!

EXTERNAL
Dear Mayor Negrete, Mayor pro-tem Torosis, and Council Members, I am concerned about and oppose the abolishing of "time donation" during public comments.

While I understand and appreciate that this item is being considered as part of a goal to shorten the length of Council meetings, which often run late into the night, time donation is an important part of our collective ability to make certain points and speak coherently as a group.

Currently 2-minute time limits (sometimes already shortened to 1-minute on a busy night) exist for any member of the public to comment verbally on an agenda item (with a maximum of 6-minutes total of speaking time per meeting). When many policy decisions get combined into single items on the agenda, we are already severely limited in our ability to address them, simply because of the maximum time limits on our total speech.

Time donation at least provides some measure of protection against having our voices silenced. It is helpful when one person wants to amplify the message of another, or if someone feels nervous to speak in front of a crowd but still has an important POV and will allow someone else to speak for them. Limiting our ability to speak by abolishing time donation - especially in a moment in time when we face increasingly harsh crackdowns on speech from the current federal administration - feels like the wrong solution to meeting length issues. Speaking publicly is the only way that we can know for sure that Council Members hear resident’s voices on important matters.

Thank you,
Naren Desai
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Attachment: Written Comments (7495 : Written Comments)
2 David Yakobson
From: Naren Desai <[email protected]>
Sent: Monday, January 12, 2026 12:14 PM
To: councilmtgitems
Subject: 5/13/25 Item 4-J - SB79 - OPPOSE!

EXTERNAL
Dear Mayor Negrete, Mayor pro-tem Torosis, and Council Members, SB79 is a destructive housing bill. It will be extremely harmful to the character and identity of all of Santa Monica, and especially to Sunset Park, by allowing 5-7 story(!) multi-unit apartment buildings throughout our R1 and R2 neighborhood.

All local zoning would essentially be overridden, and these tall buildings could go up side-by-side with our singlefamily homes on our quiet streets.

Sunset Park could become an urban jungle in a flash. The bill will raise land prices and be a boon to developers. It has zero affordability requirement (Santa Monica itself has a paltry requirement that is separate from this bill, but it immediately triggers a “state density bonus” which allows for even higher building).

The bill has been opposed by BOTH heads (Democrats) of the committees it has managed to squeak through.

Senator Ben Allen recently expressed his opposition to it as well, saying it is too “one-size fits all.” Why would the City Council of Santa Monica write a letter of support for something that is so destructive to our whole city?
We have already made major headway in addressing market-rate housing units in Santa Monica. This bill will do virtually nothing but create more market-rate housing, and it will do so at the expense of our residents, and the identity of our city.

We cannot keep giving more of our local control away.

Please OPPOSE Councilman Zwick's efforts to encourage this absurd zoning in our city.

Thank you,
Naren Desai
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Attachment: Written Comments (7495 : Written Comments)
3 David Yakobson
From: Naren Desai <[email protected]>
Sent: Monday, January 12, 2026 12:13 PM
To: councilmtgitems
Subject: 5/13/25 Item 12.A.2 -- Elimination of parcel size threshold -- OPPOSE!

EXTERNAL
Dear Mayor Negrete, Mayor pro-tem Torosis, and City Council Members, I object to the proposed amendment to the text of the City’s Zoning Ordinance to eliminate parcel size threshold for streamlined review of housing projects.

This change would allow all “housing projects” (as defined by California’s Housing Accountability Act) proposed in all nonresidential zones except the Bergamot Area Plan to be processed through an Administrative Approval process regardless of the size of the parcel upon which the housing project is located. This could mean parcels as big as the entire Business Park area, or even the Santa Monica Airport! This is a far-reaching, adverse change to our zoning. We cannot leave so much of the development of our city purely to staff discretion. The public must be able to weigh in on huge projects before they are approved -- it's the democratic way to do things!
Thank you,
Naren Desai
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Attachment: Written Comments (7495 : Written Comments)
4 David Yakobson
From: Naren Desai <[email protected]>
Sent: Monday, January 12, 2026 12:13 PM
To: councilmtgitems
Subject: 5/13/25 Item 12.A.2 -- Elimination of owner-occupancy requirement -- OPPOSE!

EXTERNAL
Dear Mayor Negrete, Mayor pro-tem Torosis, and City Council Members, I object to the proposed amendment that eliminates an owner-occupancy requirement pertaining to ministerial approval of duplexes and lot splits on parcels zoned for single-unit residential.

Adopting this ordinance will lead to the destruction of family neighborhoods in favor of profit-driven development of market-rate units.

The Planning Commission who reviewed this recommended against adopting it.

Current state law expressly requires owner-occupancy for 3 years from the date of the approval of a lot split.

Removing the owner-occupancy provision – as well as all limitations to demolition – will open all single-family residential properties to speculative purchase by developers.

In fact, according to a Public Records Act request to the City, this elimination of the Owner Occupancy Requirement was recommended by a single corporate representative who is associated with two different SB9 developments in Santa Monica, who stands to rake in millions off his projects. Who is City Council serving if it gives our city away to this request?
I urge you to retain an owner-occupancy requirement that is consistent with current state law and is crucial to the integrity of our neighborhoods.

Thank you,
Naren Desai
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Attachment: Written Comments (7495 : Written Comments)
1 David Yakobson
From: NA <[email protected]>
Sent: Monday, January 12, 2026 2:06 PM
To: councilmtgitems
Subject: To All members of City Council 2026

EXTERNAL
Hi there Cuty Council:

Many Residents wanted to know how to give community feedback about daily Leafblowers:

1. many gardeners simply blow the leaves back into the streets and onto cars and pedestrians. This useless action is disruptive to our peace.

We pay the highest tax in the USA.

This is not only unprofessional but a noise nuisance & wasteful.

2. The law on leafblowers being below 70 decibels is not set up to be enforceable as far as we have experienced thusfar.

3. We are appreciative of you can please help our community to restore some peace instead of being victims to the “excessive Leafblower” usage in 2026 in Santa Monica especially.

We would like input into changing some of the current outdated laws on Leafblower usage abuse.

Residents are losing quality of life to this misused extremely noisy machine even though electric.

Please let me know when and who to talk to for this feedback? This is a serious matter & we appreciate your help.

Thank you,
Residents concerned for peaceful neighborhoods.

Sent from my iPhone
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Attachment: Written Comments (7495 : Written Comments)
2 David Yakobson
From: NA <[email protected]>
Sent: Monday, January 12, 2026 2:05 PM
To: councilmtgitems
Subject: To All members of City Council 2026
Follow Up Flag: Follow up
Flag Status: Completed

EXTERNAL
Hi there.

Many Residents wanted to know how to give community feedback about daily Leafblowers:

1. many gardeners simply blow the leaves back into the streets and onto cars and pedestrians.

This is not only unprofessional but a noise nuisance & wasteful.

2. The law on leafblowers being below 70 decibels is not set up to be enforceable as far as we have experienced thusfar.

3. We are appreciative of you can please help our community to restore some peace instead of being victims to the “excessive Leafblower” usage in 2026 in Santa Monica especially.

We would like input into changing some of the current outdated laws on Leafblower usage abuse.

Residents are losing quality of life to this misused extremely noisy machine even though electric.

Please let me know when and who to talk to for this feedback? Thank you
Residents concerned for peaceful neighborhoods.

Sent from my iPhone
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Attachment: Written Comments (7495 : Written Comments)
City Council
Report
City Council Meeting: January 13, 2026
Agenda Item: 4.A
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To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Finance & Administrative Services
Subject: Approval of First Modification of Contract with Hayden AI for Launch of Bike Lane Enforcement Program
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of Categorical Exemption pursuant to Section 15321 (Enforcement Actions by Regulatory Agencies) of the California Environmental Quality Act (CEQA) Guidelines; and

Summary
The Mobility Division of the Santa Monica Department of Transportation (DOT) continually evaluates opportunities to enhance City of Santa Monica (City) streets so that people walking, biking, riding transit, driving or scooting can travel safely and comfortably. These investments provide meaningful quality-of-life benefits, with protected bike lanes shown to reduce rider injuries by up to 90%. In 2024, in the interest of further improving safety and throughput on the City’s bike lane network, and in response to direction provided by the City Council in Agenda Item 16E at its September 12, 2023, meeting, Mobility staff proposed implementing an automated bike lane enforcement program using vehicle-mounted cameras, similar to the Automated Bus Lane Enforcement (ABLE) program.

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This program was approved in the FY2025-27 Biennial Budget as a Measure K enhancement. Staff is proceeding with implementation of this program on up to seven City vehicles, through a recommended modification to DOT’s contract with Hayden AI, the provider of our ABLE technology, to improve safety and travel efficiency for all road users by detecting and automatically citing people who are illegally parking in bike lanes.

Discussion
California Assembly Bill (AB) 361, approved on October 8, 2023, allows local jurisdictions to monitor and enforce bicycle lanes using cameras mounted on parking enforcement vehicles. Staff partnered with the Santa Monica Police Department (SMPD) and the Information Services Department (ISD) on a bike lane enforcement pilot in 2024 to monitor the City’s network of bicycle lanes, identify vehicles illegally parked in those lanes, and provide data on how automated monitoring and enforcement could improve both the safety and the user experience of bike lanes. From May 6 through June 19, 2024, two SMPD parking enforcement vehicles equipped with the camera system operated on several streets near Downtown Santa Monica and along Ocean Park Boulevard. The cameras recorded 1,679 events during the 6-week pilot, with most of the violations found along north-south oriented streets in Downtown Santa Monica.

After reviewing the initial findings, the vendor was asked to flag the most egregious violations, and identified 263 of the 1,679 total violations causing the greatest risk to road users due to the extent the vehicles blocked the bike lane. Staff concluded, based on the pilot data, that vehicles stopping and parking in the City’s bike lanes were a recurring issue of concern that warranted further exploration and mitigation measures to improve safety on our streets for all users. The pilot made clear that expanded implementation using more SMPD vehicles for automated warnings and enforcement could provide a safer and more comfortable experience for bike lane users in our city.

With these concerns in mind, and in alignment with direction provided via Agenda Item 16E at its September 12, 2023, meeting, the City Council approved the implementation of an AB 316 bike lane enforcement program in the FY2025-2027 Biennial Budget as a Measure K enhancement ($200,000 for the first year and $186,000 for each subsequent year).

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With an approved Exception to Competitive Bidding request (ECB #344), staff is requesting a first modification of the Hayden AI contract for ABLE in order to launch a bike lane enforcement program. The approved bike lane enforcement program budget will support the set-up of citation processing software and the installation of cameras on up to seven SMPD parking enforcement vehicles.

Environmental Review
This contract for bike lane enforcement is categorically exempt from CEQA pursuant to Section 15321 of the CEQA Guidelines. Section 15321 exempts project from CEQA that are actions by regulatory agencies to enforce a law or general rule administered or adopted by the regulatory agency. The contract is for automated bike lane enforcement on up to seven SMPD vehicles per California AB 361. Therefore, this contract is exempt pursuant to Section 15321.

Past Council Actions
Meeting Date Description
9/12/23 Councilmember Discussion Item 16E regarding Bike Lane Safety 9/24/24 Award Contract to Hayden Al, Inc. for Automated Bus Lane Enforcement Services

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Financial Impacts and Budget Actions
Staff seeks Council authority to approve funding from the General Fund (funded by Measure K) to increase the amount of contract #11617 with Hayden AI, Inc. for automated bike lane enforcement services for up to seven (7) SMPD vehicles.

Contract Modification Request
Contract #
Current
Authorized
Amount
FY 2025-26
Modified Request
Amount
Future Years
Amount CIP Account #
Total Revised
Contract
Amount
11617 $1,508,904 $200,000 $744,000 C0109160.689000 $2,452,904 Possible financial impacts in the future
There is no immediate financial impact or budget action necessary as a result of this recommended action to modify the contract with Hayden AI. Staff will return to Council if specific budget actions are required in the future.
.

Prepared By: Barbara Andres, Customer Experience and Innovation Administrator
Approved Forwarded to Council
Attachments:

A. 2024-09-24_Award Contract to Hayden Al, Inc. for Automated Bus Lane Enforcement Services (Web Link)

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B. 2023-09-12 Councilmember Discussion Item Regarding Bike Lane Technology (Web Link)
C. 02_DocuSigned_Hayden_AI_and_City_of_Santa_
D. Oaks Initiative Form Hayden AI_2025-26
E. Levine Act Disclosure Form_Hayden AI_2025-26

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Rev. October 2023
Agreement No. 11617 (CCS)

SOFTWARE AS A SERVICE AGREEMENT
This Software As A Service Agreement (“Agreement”), entered into on _____________ (“Execution Date”), by and between Hayden AI Technologies, Inc., (“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 awarded a contract to SaaS provider pursuant to the exception to the competitive bidding process in Section 2.24.250 (c) of the Santa Monica Municipal Code [competitive procedures were followed by a governmental agency, federal, state, county, city, joint powers agency, special district, or cooperative purchasing agency and the goods or services are supplied to the City at the same or better price].

C. SaaS Provider and City have agreed on the Statement of Work attached hereto as Exhibit A.

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: DDE514D8-355E-4EE6-8E44-186073BE4F07 11/13/2024

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of - 2 -
Rev. October 2023

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. “Agreement 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 Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of - 3 -
Rev. October 2023
property rights subsumed 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 personallyidentifiable 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- Leach-Bliley 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 Hayden AI Technologies, Inc., a Delaware corporation.

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 13 below, keep the City’s Information System Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of - 4 -
Rev. October 2023
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 ThirdParty 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 5 years beginning on the Execution Date (“Term”), unless terminated earlier in accordance with Section 15 below.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of - 5 -
Rev. October 2023

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 Third-Party 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 B, 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 Third-Party 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 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 Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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. City shall promptly notify SaaS Provider if City becomes aware that the security of its Permissions has been compromised.

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 Levels

3.10.1 Software Service Level. SaaS Provider shall provide the Service Levels set forth in the Statement of Work, including a 99.5% software 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. (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 Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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.

3.10.2 Hardware Service Level. SaaS Provider shall provide the Service Levels set forth in the Statement of Work, including a 90% uptime requirement for hardware, 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. This priority level would apply, for example, to complete failure of one or more camera systems requiring onsite repair or replacement.
(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.Backup. SaaS Provider shall maintain a backup of all Agreement Data as set forth in the Statement of Work and shall, on written request from City, provide a copy of the backup to City.

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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 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 Transportation 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 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 Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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to this Agreement will be made with individuals of comparable or higher experience or expertise.

7. Compensation & Invoices. The City will compensate SaaS Provider for the Services performed in a total amount not-to-exceed One Million, Five Hundred and Eight Thousand, Nine Hundred and Four Dollars ($1,508,904) in accordance with the Fee, Budget, and Compensation Schedule attached as Exhibit C. SaaS Provider will invoice the City for the Services performed in accordance with Exhibit C, and the City will pay any undisputed amount set forth on a correct invoice within 30 days of receipt.

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 Agreement Work Product or other City proprietary information.

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disassemble, 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; (vii) attempt to gain unauthorized access to the System, accounts, computer systems, or networks connected to any SaaS Provider’s server; or (vi) use any robot, spider or other automatic device or manual process to monitor or copy portions of the System.

8.3. Agreement Work Product. City shall own all right, title and interest in and to the Agreement 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 Agreement 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.

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this Section, SaaS Provider shall be required to repair or replace the 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 reperform 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 D, Insurance Requirements and Verifications.

12.Indemnification.

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, which may be in combination with the 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.

Notwithstanding the foregoing, SaaS Provider’s liability hereunder shall be Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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capped at one and a half (1 ½) times the total contract value including any modifications thereto, excluding third-party claims.

12.2.Infringement Claims. SaaS Provider agrees to indemnify, defend, settle, or pay any third-party 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 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.

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 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:

Department of Transportation
City of Santa Monica
1685 Main Street
Santa Monica, CA 90401
Attention: Director of Transportation
Re: Agreement No. 11617 (CCS)
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, CA 90401
Attention: City Attorney
Re: Agreement No. 11617 (CCS)
and to:

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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City of Santa Monica Information System Department
1685 Main Street, Room 105
Santa Monica, CA 90401
Attention: Chief Information Officer
Re: Agreement No. 11617 (CCS)

13.2.All notices, demands, requests or approvals to SaaS Provider:

Hayden AI Technologies Inc.
484 9th Street Oakland, CA 94607
Attn: Brandon Long, Director of Business Development
Re: Agreement No. 11617 (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 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.

14.3.The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of SaaS Provider or of any general partner or joint venturer or syndicate member of SaaS Provider, if a partnership or joint venture or syndicate exists, which results in changing the control of SaaS Provider, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

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.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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 Agreement 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 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 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.Agreement Work Product; Reports.

17.1.Any Agreement Work Product prepared or caused to be prepared by Vendor or any subconsultant for this Agreement will be the exclusive property of City. No Agreement Work Product given to or prepared by Vendor or any subconsultant Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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 Agreement 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 Agreement 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 Agreement 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 Agreement 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.

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. 11617 (CCS) entered into between the City of Santa Monica and Hayden AI Technologies, 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.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07 11/13/2024

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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.

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 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) its annual SSAE 16 SOC 2 Audit Report, subject to these documents being treated as Confidential Information under the terms of this Agreement.

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.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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21.6.Upon City’s request, 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.

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.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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.

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.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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, 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 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.

35.Execution in Counterparts. This Agreement 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 Agreement 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).

36. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.

37.Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.

Exhibit A Statement of Work
Exhibit B Project Schedule
Exhibit C Fee, Budget and Compensation Schedule
Exhibit D Insurance Requirements
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________

DENISE ANDERSON-WARREN
APPROVED AS TO FORM:
______________________________

LANE DILG

CITY OF SANTA MONICA,
a municipal corporation
By:
______________________________

RICK COLE
#VENDOR
By:
_______________________________
Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

DOUGLAS SLOAN
City Attorney
Hayden AI Technologies, Inc.

President/ Chief Growth Officer
Charles Territo
David White
City Manager
City Clerk
Nikima Newsome

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Statement of Work
Pursuant to the terms and conditions of the Agreement to which this Statement of Work (SOW) is attached, service components include the following:

1. Project Kickoff and Documentation

1.1. SAAS PROVIDER and CITY will conduct a project kickoff meeting to introduce stakeholders, collect information and mutually agree to a detailed schedule.

1.2. CITY will provide SAAS PROVIDER with the year, make, and model for each bus type to be utilized.

1.3. Discussion and confirmation of bus routes, bus stop zones and other logistics.

2. Custom Route Configuration for Bus Lanes and Bus Stop Zones

2.1. SAAS PROVIDER will conduct a video survey for each route to be serviced.

2.2. SAAS PROVIDER will create a detailed route annotation by block with relevant enforcement rules for both bus lanes and bus stops.

2.3. Any route modifications will be supported throughout the term of the contract.

3. Onsite Bus Survey Process

3.1. SAAS PROVIDER Installation Services team will visit CITY facilities for onsite bus surveys.

3.2. A bus survey will be performed for each bus type that will be installed, with documentation of CITY preferences and feedback regarding power, hardware mounting locations, and overall approach to installation.

3.3. Pre-installation and post-installation checklists will be prepared per CITY preferences.

3.4. SAAS PROVIDER will document any hardware customization if needed on a specific bus type.

4. Installation

4.1. SAAS PROVIDER will prototype installation for all applicable bus types.

4.2. Custom installation manuals will be prepared by SAAS PROVIDER and provided to CITY for each bus type to be installed.

4.3. Installation of all hardware on selected buses, based on a mutually agreed upon schedule, that includes the core proprietary Equipment of the Hayden System:

4.3.1. Context Camera

4.3.2. ALPR Camera

4.3.3. AI Perception Engine

4.3.4. LTE/WiFi/GNSS Antenna

5. Hardware/Software Testing and Updates

5.1. Pursuant to mutually agreed upon guidelines, SAAS PROVIDER will perform all applicable and appropriate testing.

5.2. Software updates to the onboard system will be performed Over-the-Air (OTA) via SAAS PROVIDER Antenna on the bus, to the extent possible.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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6. SaaS Provider System Custom Web-Based Portal

6.1. SAAS PROVIDER will provide CITY with access to a secure, encrypted, passwordprotected, web-based portal to access data and system performance.

6.2. SAAS PROVIDER will provide training to appropriate CITY staff on utilizing the web portal.

6.3. SAAS PROVIDER will provide ongoing support and maintenance as needed for the web portal.

7. Evidence Package Delivery and Integration with Violation Processing Entity

7.1. SAAS PROVIDER will deliver encrypted Evidence Package data files via Secure File Transfer Protocol (SFTP) to the specified violation processing entity as directed by CITY.

7.2. SAAS PROVIDER will develop any necessary Application Programming Interface (API) and File Transfer Protocol (FTP) with the violation processing entity to ensure secure and encrypted data transfer and appropriate destruction of data according to timelines set forth in statute or by CITY.

8. Routine Maintenance and Repairs

8.1. Preventive Maintenance

8.2. SAAS PROVIDER will perform twice-yearly system checks.

8.3. Replacement if needed

9. Customer Service

9.1. SAAS PROVIDER will provide CITY with a dedicated Customer Success Manager as a central point of contact for the agency.

9.2. SAAS PROVIDER will also provide a 24-hour helpline via email and phone. The contact information is as follows: Phone Number: 888-242-4099 Email: [email protected]

10. Subcontracted Image Review and Violation Processing System (Trellint)

10.1. Project Overview
Trellint will provide Hayden AI with an Automated Bus Lane/Bus Stop Enforcement (ABLE) Image Review Processing System to capture and process parking violation evidence for Hayden AI’s ABLE program with the City of Santa Monica. Using Hayden AI’s camera technology, Hayden AI will collect digital images of potential parking violations and upload the evidence packages to Trellint's system for use in image review and processing. The image review system will enable approved City Staff to review, approve, or reject violations and issue Notices of Violation or Warning Notices. Trellint will ensure compliance with AB-917, regarding data privacy and processing.

Notice Printing, Citation Processing, Citation Reporting, and Citation Data Management: All services by Trellint related to notice creation, printing & mailing of initial notice and all subsequent noticing, adjudication, payment processing, reporting on citations, and other processing actions are out-of-scope of this SOW. They will be Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of addressed in separate agreement between Trellint and the City as part of the City’s existing parking citation processing contract.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of Exhibit
B
Project Schedule
Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Attachment: 02_DocuSigned_Hayden_AI_and_City_of_Santa_ (7257 : Approval of 1st Modification of Exhibit
C
Fee, Budget, and Compensation Schedule
Unit Price (HaaS) Units (buses) Units (months) Annual Cost Citation Processing (Conduent) Contingency Total Year 1 (FY2024-25) $ 2,601.56 10 7 $ 182,109 $ 75,000 $ 3,046 $ 260,155 Year 2 (FY2025-26) $ 2,601.56 10 12 $ 312,187 $ - $ 312,187 Year 3 (FY2026-27) $ 2,601.56 10 12 $ 312,187 $ - $ 312,187 Year 4 (option) (FY2027-28) $ 2,601.56 10 12 $ 312,187 $ - $ 312,187 Year 5 (option) (FY2028-29) $ 2,601.56 10 12 $ 312,187 $ - $ 312,187 $ 1,430,858 $ 75,000 $ 3,046 $ 1,508,904
Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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Insurance Requirements
SaaS Provider shall procure and maintain for the duration of the Agreement insurance against claims that may arise from or in connection with the performance of the work hereunder by the SaaS Provider, 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. 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).

3. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by SaaS Provider in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of SaaS Provider.

If SaaS Provider 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 SaaS Provider. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
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 SaaS Provider 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 SaaS Provider’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, SaaS Provider’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 SaaS Provider’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: SaaS Provider hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said SaaS Provider may acquire against the City of Santa Monica by virtue of payment of any loss. SaaS Provider 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 SaaS Provider to purchase coverage with a lower deductible or 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.

Docusign Envelope ID: DDE514D8-355E-4EE6-8E44-186073BE4F07

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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:
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, SaaS Provider must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.

Verification of Coverage
SaaS Provider 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 SaaS Provider’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 SaaS Provider, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of agreement.

The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from SaaS Provider resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to SaaS Provider, the City may deduct from sums due to SaaS Provider any premium costs advanced by the City for such insurance.

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SaaS Provider 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 SaaS Provider does not have employees. SaaS Provider must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.

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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 Hayden AI_2025-26 (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of Bike Lane

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 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 #
Zack Lee Corp Controller
6/26/2025
[email protected]
HAYDEN AI TECHNOGIES Inc.

The Rise Fund III, Homeland LP, an Affiliate of TPG Global, LLC Drawdown Capital and affiliate entities
Autotech Fund II LP
Territo,Charles - Chief Revenue Officer
Ghadiok,Vaibhav - Chief Technology Officer
Dundee,Samuel - Chief Financial Officer
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Attachment: Oaks Initiative Form Hayden AI_2025-26 (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of Bike Lane City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
The Levine Act prohibits City Officers from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $500 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.

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 $500 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: _________________________________ 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. ✔
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Attachment: Levine Act Disclosure Form_Hayden AI_2025-26 (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of City of Santa Monica Levine Act Disclosure Form
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. 6/26/2025
Zack Lee Corp Controller
HAYDEN AI TECHNOGIES Inc.

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Attachment: Levine Act Disclosure Form_Hayden AI_2025-26 (7257 : Approval of 1st Modification of Contract with Hayden AI for Launch of City Council
Report
City Council Meeting: January 13, 2026
Agenda Item: 4.B
1 of 10
To: Mayor and City Council
From: Oscar Santiago, Director, Finance Department
Subject: Development Impact Fees Report 2025
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding that the action below does not constitute a project subject to the California Environmental Quality Act (CEQA);

Summary
Santa Monica collects Council authorized fees from developers to fund investments in child care, transportation, parks, affordable housing, and water conservation. The City also uses these funds to meet the City’s match requirement when seeking grant funding that further offsets costs for City projects.

This report transmits the attached Development Impact Fees Report on the status of funds collected from the City’s development impact fees, including investments made in the last year, that qualify to be reported under the Mitigation Fee Act (Government Code sections 66000-66025) (Attachment A). This Annual Report also provides the required annual reporting for the Child Care Linkage Fee per SMMC section 9.65.090.

Government Code 66001(d) requires the City Council to make findings every five years

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after a development fee is established. None of the City’s development impact fees are subject to the five-year findings requirement this year.

Discussion
In 1987, Assembly Bill 1600 (AB1600), also known as the California Mitigation Fee Act, codified the legal and procedural parameters for charging development impact fees as set forth in Government Code sections 66000-66025. A development impact fee is a monetary exaction, other than a tax or special assessment, that an applicant of an approved development project pays to defray all or a portion of the costs of public facilities related to the project. The Mitigation Fee Act defines “public facilities” broadly to include public improvements, public services, and community amenities.

At the time that a development impact fee is established, the purpose of the fee and its anticipated use must be clearly identified. Per Government Code section 66006, collection of these fees requires separate funds or accounts to avoid commingling and requires that information be reported within 180 days after fiscal year-end.

The City publicly posted the annual Mitigation Fee Act Report, as required by AB1600, on December 19, 2025, for the following fees: Child Care Linkage Fee, Transportation Impact Fee, Parks and Recreation Impact Fee, Affordable Housing Commercial Linkage Fee, and Water Demand Mitigation Fee. Per Government Code section 66001, the City must also report on unexpended and expended fee amounts, whether committed or uncommitted, for the fifth fiscal year following the first deposit and every five years thereafter. This year, there were no fees subject to the five-year findings requirement.

Staff continues to monitor development projects and revenue collected to ensure that fees are accounted for and expended in accordance with the purposes for which they were collected as required by law. It can take several years to accumulate sufficient funds to implement the relatively high-cost projects the City's development impact fees are eligible to fund. Due to recent changes in State law (SB 937) effective January 1,

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2025, development impact fees on certain residential projects are no longer collected prior to issuance of development building permits, but rather at the issuance of the certificate of occupancy. This change will create a lull in fee collection for several years. The following is a summary of each development fee, the current balance, and a description of how funds are being spent:

1. Child Care Linkage Fee – This fee is intended to address the increased demand for child care triggered by the development of commercial projects adding floor area of at least 7,500 square feet or multi-family residential projects. Developers can satisfy the ordinance requirements by either paying a fee or by agreeing to participate in the construction or establishment of one or more childcare facilities. Fees are computed annually on July 1, increasing by a percentage equal to the Engineering Construction Cost Index as published by Engineering News Record. The Child Care Linkage Fees (CCLF) shall be paid in full upon issuance of certificate of occupancy or final inspection, whichever occurs last.

SMMC section 9.65.070 specifies that funds collected in the Child Care Linkage Fee Reserve Account shall be expended only on the construction and establishment of child care facilities within the City of Santa Monica, including, but not limited to, expenditures for land acquisition, planning, legal advice, engineering, design, construction and equipment, as well as any administrative costs incurred by the City to administer the reserve account. Eligible expenditures shall not include ongoing operating expenses and general maintenance of childcare facilities.

FY 2024-25 Fee Activity
FY 2024-25 Child Care Linkage Fee
Beginning
Balance
Fees
Collected
Interest
Earned Expenditures Refunds Ending Balance

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$1,428,107 $1,167 $51,611 $0 $0 $1,480,885
The City has contracted with Economic & Planning Systems, Inc. (EPS) to update our child care nexus study, which will be completed by early 2026. City staff will utilize data from the updated study to create a program to disburse child care linkage fees to providers who propose projects that target identified needs.

2. Transportation Impact Fee (TIF) – This fee is collected on eligible new development and changes in land use that result in increased trip generation. The fees are based on residential units or commercial square footage and are charged at the issuance of the certificate of occupancy, unless State law requires the City to accept later fee payment. The TIF is based upon the costs associated with transportation improvements and the amount of new auto trips that can be attributed to land use changes.

Funds collected are used to fund transportation improvements, such as sidewalks, pedestrian crossing improvements, traffic signal upgrades, transit, and bicycle facilities, per SMMC Chapter 9.66. Funds are frequently leveraged as grant match for projects such as Stewart St. and Pennsylvania Ave Safety Enhancements and implementation of the Wilshire Boulevard Safety Study recommendations. Grant projects have longer delivery times but increase the number and size of improvements resulting from use of these fees. Grant matching was assumed in the fee calculation and nexus study supporting the development of the TIF.

FY 2024-25 Fee Activity
FY 2024-25 Transportation Impact Fee
Beginning
Balance
Fees
Collected
Interest
Earned Expenditures Refunds Ending Balance
$8,379,652 $25,527 $118,903 $3,491,568 $0 $5,032,514

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In FY 2024-25, $3,229,886 of TIF funds were expended on capital improvement project delivery, including tools to analyze crash reports to determine safety countermeasures, project design, right of way, required studies, prevailing wage monitoring, utility coordination, construction management and engineering support services, and construction to implement Vision Zero improvements associated with the following projects:
• 4th St Enhancements – Expo Linkages, Phase 2: $3,780
• Michigan Ave Greenway / 20th St Bike Connection: $155,615 • Safe Routes to School at Six Schools: $1,316,499
• Stewart St. and Pennsylvania Ave Safety Enhancements: $567,262 • Wilshire Blvd Safety Improvements: $925,037
• Broadway Protected Bike Lanes Project: $50,015
• 26th St and Olympic Blvd First Last Mile Improvements: $211,678 In addition, two interfund transfers were made totaling $261,682 for Construction Management and Transportation Engineering support services of TIF funded projects.

State law requires that TIF funds be used for the delivery of physical improvements. These projects require significant time for project delivery because of local design and outreach, and State and Federal grant funding approval processes. TIF funds are pre-committed to projects for an extended time as a result, and funds need to be held available for upcoming grant match commitments. Staff anticipates using portions of the fund balance to support longer-term projects identified in the TIF nexus study such as bike facilities, sidewalks, and safe crossings. This information along with additional project and expenditure information is available in Attachment A.

3. Parks and Recreation Impact Fee – This fee is collected from new residential

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and commercial development for the upgrade and/or expansion of parks and recreation facilities needed to accommodate additional occupants per SMMC Chapter 9.67.

FY 2024-25 Fee Activity
FY 2024-25 Parks and Recreation Impact Fee
Beginning
Balance
Fees
Collected
Interest
Earned Expenditures Refunds Ending Balance
$6,911,337 $46,527 $236,424 $1,720,697 $0 $5,473,591
In FY 2024-25, a total $1,720,697 was expended. Of the total, $128,031 was spent on Beach Park #1; $12,683 was spent on the Parks Condition Assessment; $760,290 was spent on Airport Conversion Planning Consultant; $243,735 was on Marine Park Basketball Court Surface Construction; $110,627 was spent on the Parks Improvement Program; $104,402 was spent on playground reconstruction at Douglas Park; $55,975 was spent on Memorial Park Expansion; $279,467 was spent on Airport Conversion Planning staff; and $25,487 was spent on the Parks and Recreation Master Plan (now referred to as the Parks and Recreation Vision Plan).

Included in the FY 2023-25 Adopted Budget, a total of $664,600 was allocated to the reconstruction of two basketball courts at Marine Park ($414,600) and to address parks and playground safety enhancements ($250,000), as per the Park Condition Assessment, a project that identifies and prioritizes parks and playground safety enhancements. Construction on the basketball courts is complete with closeout and release of retention pending. Construction of park enhancements is ongoing and will continue as in the Parks and Recreation Vision Plan draft.

As part of the FY2024-26 Biennial Budget, a total of $2,588,000 was allocated to projects that began in FY2024-25. Of the total, $888,000 was allocated to

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Airport Conversion Planning Staff ($222,000 annually through 2028) via December 2023 Council approval - this project has begun. $250,000 has been allocated to Park Improvements and this project will continue per work plans identified in the Parks and Recreation Vision Plan. $450,000 has been allocated to the Parks and Recreation Vision Plan with work completed and the final draft going to City Council in January 2026 for adoption. $1,000,000 has been allocated to match CDBG funding (as per grant requirements) for the Virginia Avenue Park Playground Reconstruction. Initial public outreach has begun for this project.

Staff continues to evaluate potential park-based projects such as construction of essential equipment and infrastructure to maintain access to open spaces.

Staff also actively utilize this funding to meet local match requirements when applying for grants as exemplified through the Virginia Avenue Park Playground Reconstruction. This enables the City to maximize available funding for priority projects. Projects are prioritized based on health, safety, and community benefit criteria and are presented to Council as part of the adopted Capital Improvement Program budget. Staff anticipates that future available funding would be used for projects at Memorial Park and Clover Park; set aside for annual park improvements, including implementation of emergency projects identified by the Park Condition Assessment; projects and pilot programs identified through the Parks and Recreation Vision Plan process, including incremental implementation of amenities and programs based on the Community Interest and Opinion Survey and Level of Service Inventory; court, field, and existing amenity improvement and expansion projects; local match requirements when applying for grants; and to support ongoing playground safety upgrades.

4. Affordable Housing Commercial Linkage (AHCL) Fee – To offset the additional need for affordable housing generated by new commercial development, the City adopted the AHCL fee, per SMMC Chapter 9.68 on

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June 23, 2015 to contribute to the creation of affordable housing production and preservation. The City utilizes this funding for the production and preservation of affordable housing by issuing loans to nonprofits for the acquisition of property, new construction, or rehabilitation of existing buildings within the City. In FY 2024-25, no fees were disbursed.

FY 2024-25 Fee Activity
FY 2024-25 Affordable Housing Commercial Linkage Fee
Beginning
Balance
Fees
Collected
Interest
Earned Expenditures Refunds Ending Balance
$2,329,996 $0 $84,184 $0 $0 $2,414,180
AHCL fees are one of several funding sources deposited into the Citywide Housing Trust Fund. As affordable housing projects are identified and reviewed by staff, these funds are considered for use as part of each projects’ funding mix. A portion has been dedicated to a specific new development.

Staff will continue to work to identify affordable housing developments that could utilize this funding. Final funding mixes for these developments will be decided as development proposals are refined and financial feasibility determined. The City has committed $1.0M of these funds to assist in the financing of an acquisition and rehabilitation loan at the 2033-2101 Virginia Avenue project.

5. Water Demand Mitigation Fee – On March 19, 1991, the City Council adopted Resolution 8196 (CCS) which established a one-time fee to mitigate the total daily water consumption rate projected for new development (Water Demand Mitigation Fee). The Water Demand Mitigation Fee was set at $3.00 for each gallon of daily water demand that must be mitigated. The Water Demand Mitigation Fee is required when: a new single-family residence is constructed or there is an addition of 50% or more to existing square footage; for construction of a new multi-family building or addition of new units; for construction of a new non-residential building or whenever there is a change

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of use, change or addition to new plumbing fixtures, addition of restaurant seating, or addition of square footage. On July 1, 2017, the Water Neutrality Fee replaced the Water Demand Mitigation Fee.

FY 2024-25 Fee Activity
FY 2024-25 Water Demand Mitigation Fee
Beginning
Balance
Fees
Collected
Interest
Earned Expenditures Refunds Ending Balance
$256,564 $0 $0 $50 $0 $256,514
In FY 2024-25, $50 was expended on the Recycled Water Main Expansion Project which was completed in August 2024. The City is in the process of identifying eligible projects to use the available balance of $256,514.

This is not a close out of the developer fee. The City will continue to collect Water Demand Mitigation revenues for permit applications submitted prior to July 1, 2017, and will continue to report on it until all funds are expended.

Environmental Review
This report is not a “project” subject to CEQA. Pursuant to CEQA Section 21065, the report 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. This report is administrative in nature, and no action is being undertaken. Therefore, this report is not subject to CEQA and 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

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There is no immediate financial impact or budget action necessary as a result of the recommended action.

Prepared By: Robert Garcia, Financial Reporting And Systems Administrator Approved Forwarded to Council
Attachments:

A. Attachment A - Development Impact Fees Report FY24-25 B. Written Comments

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(A) A brief description of the type of fee in the account or fund. (B) The amount of the fee.

Project Fee
Retail $12.98 per square foot
Office $14.93 per square foot
Hotel/Lodging $4.09 per square foot
Hospital $8.19 per square foot
Industrial $10.03 per square foot
Creative Office $12.77 per square foot
Medical Office $9.18 per square foot
Institutional $13.62 per square foot
(C) The beginning and ending balance of the account or fund and (D) The amount of the fees collected and the interest earned.

FISCAL
YEAR

BEGINNING

FUND BALANCE FEES COLLECTED INTEREST EARNED EXPENDITURES REFUNDS

ENDING FUND

BALANCE
FY 2024-25 2,329,996 $ 84,184 2,414,180 $
No interfund transfers or loans were made during the fiscal year from this fund. (H) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001.

No refunds were made during the fiscal year pursuant to Gov. Code 66001 (e).

Affordable Housing Commercial Linkage Fee - A fee paid to the City by an applicant for approval of certain development projects to contribute to the creation of affordable housing production or preservation to offset additional need for affordable housing generated by new commercial development.
(E) Identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. Note: The percentage will be reported upon completion of the project/s.

No expenditures were incurred during this reporting period.

In FY24-25, the City committed $1.0M of these funds to assist in the financing of an acquisition and rehabilitation loan at the 2033-2101 Virginia Avenue project. The City is in the process of identifying additional eligible projects. (G) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan.

City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Affordable Housing Commercial Linkage Fee
For the purpose of compliance with Government Code subsection 66006(b)(1), the following information regarding AB 1600 fees is presented:

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) (A) A brief description of the type of fee in the account or fund. (B) The amount of the fee.

Project Fee
Residential $185.43 per unit
Hotel $4.42 per square foot
Retail $6.29 per square foot
Office $8.80 per square foot
(C) The beginning and ending balance of the account or fund and (D) The amount of the fees collected and the interest earned.

FISCAL
YEAR

BEGINNING

FUND BALANCE FEES COLLECTED INTEREST EARNED EXPENDITURES REFUNDS

ENDING FUND

BALANCE
FY 2024-25 1,428,107 $ 1,167 51,611 1,480,885 $
No interfund transfers or loans were made during the fiscal year from this fund. (F) An approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, as identified in paragraph (2) of subdivision (a) of Section 66001, and the public improvement remains incomplete.

The City has contracted with Economic & Planning Systems, Inc. (EPS) to update our child care nexus study, which will be completed by early 2026. City staff will utilize data from the updated study to create a program to disburse child care linkage fees to providers who propose projects that target identified needs.

City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Child Care Linkage Fee
For the purpose of compliance with Government Code subsection 66006(b)(1), the following information regarding AB 1600 fees is presented:

For each separate account or fund established pursuant to subdivision (a), the local agency shall, within 180 days after the last day of each fiscal year, make available to the public the following information for the fiscal year:
(G) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan.
(H) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001.

No refunds were made during the fiscal year pursuant to Gov. Code 66001 (e).

Child Care Linkage Fee - The purpose of the Child Care Linkage Fee (CCLF) imposed and collected on development of commercial projects adding floor area of at least 7,500 square feet or multi-family residential projects development within the City since fiscal year 2011-2012 is to fund property acquisition, development, and construction of child care facilities in order to create new child care spaces. (E) Identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. Note: The percentage will be reported upon completion of the project/s.

No expenditures were incurred during this reporting period.

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) (A) A brief description of the type of fee in the account or fund. (B) The amount of the fee.

Project Fee
Single Family
Residential $10,169.48
Multi-Family
Residential - Studio/1
Bedroom
$5,510.90
Multi-Family
Residential - 2+
Bedrooms
$8,876.32
Retail $1.99 per square foot
Office $3.08 per square foot
Medical Office $1.69 per square foot
Lodging $4.15 per square foot
Industrial $1.73 per square foot
(C) The beginning and ending balance of the account or fund and (D) The amount of the fees collected and the interest earned.

FISCAL
YEAR

BEGINNING FUND

BALANCE FEES COLLECTED INTEREST EARNED EXPENDITURES REFUNDS ENDING FUND BALANCE FY 2024-25 6,911,337 $ 46,527 236,424 1,720,697 5,473,591 $ Parks and Recreation Development Impact Fee - The purpose of the fee is to provide a direct funding source from new residential and commercial development to be used solely for the acquisition and development of open space, parkland, and recreation facilities to meet demand generated by occupants and users of the new development.
(E) Identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. Note: The percentage will be reported upon completion of the project/s.

In FY 2024-25, Parks and Recreation Development Impact Fees were expended on the following public improvements:
> $128,031 was spent on playground equipment at Beach Park #1 - This project is ongoing. > $12,683 was spent on the Park Condition Assessment - This project is ongoing. > $760,290 was spent on Airport Conversion Planning - This project is ongoing. > $243,735 was spent on Marine Park Basketball Court Surface Construction - This project is ongoing. > $110,627 was spent on Park Improvement Program - This project is ongoing. > $104,402 was spent on playground reconstruction at Douglas Park - This project is ongoing. > $55,975 was spent on Memorial Park Expansion - This project is ongoing. > $279,467 was spent on Airport Conversion Planning - This project is ongoing. > $25,487 was spent on Park and Recreation Master Plan - This project is ongoing. (F) An approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, as identified in paragraph (2) of subdivision (a) of Section 66001, and the public improvement remains incomplete. > Memorial Park Design Services to advance the master plan expansion of the park. Design Development expected to begin FY2025-26. > Senior Design and Planning Manager to oversee the Airport Conversion Project. Allocation expected to be annual through 2028. > Park and Recreation Master Plan. Final phase of planning to continue in FY2025-26. > Park Improvements and projects related to the Park Condition Assessment. Construction to continue FY2025-26. > Virginia Avenue Park Playground Reconstruction. Design expected to begin FY2025-26. (G) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan.

No interfund transfers or loans were made during the fiscal year from this fund. (H) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001.

No refunds were made during the fiscal year pursuant to Gov. Code 66001 (e).

City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Parks and Recreation Development Impact Fee
For the purpose of compliance with Government Code subsection 66006(b)(1), the following information regarding AB 1600 fees is presented:

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) (A) A brief description of the type of fee in the account or fund. (B) The amount of the fee.

Project Fee
Single Family,
Area 1 $10,544.17 per unit
Single Family,
Area 2 $10,821.65 per unit
Multi-Family, Area
1 $3,607.21 per unit
Multi-Family, Area
2 $4,578.39 per unit
Multi-Family, Area
3 $3,607.76 per unit
Retail, Area 1 $29.14 per square foot
Retail, Area 2 $41.76 per square foot
Office, Area 1 $13.46 per square foot
Office, Area 2 $14.98 per square foot
Medical Office,
Area 1 $38.98 per square foot
Medical Office,
Area 2 $41.34 per square foot
Hospital, Area 1 N/A
Hospital, Area 2 $20.40 per square foot
Lodging, Area 1 $4.99 per square foot
Lodging, Area 2 $4.99 per square foot
Industrial, Area 1 $1.66 per square foot
Industrial, Area 2 $1.81 per square foot
Auto Sales and
Display Areas,
Area 1 $1.66 per square foot
Auto Sales and
Display Areas,
Area 2 $1.81 per square foot
City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Transportation Impact Fee
For the purpose of compliance with Government Code subsection 66006(b)(1), the following information regarding AB 1600 fees is presented:

Transportation Impact Fee - The City Council adopted an ordinance on February 26, 2013 that established a Transportation Impact Fee for new development and intensified land uses that will fund transportation network improvements such as new sidewalks, crosswalks, traffic signal upgrades, bus stops, transportation demand management, and bicycle facilities that are necessitated by the new trips associated with the land use change. The fees are based on a nexus study and calculated using residential units or commercial square footage and are increased annually by Construction Cost Index. Due to California State Assembly Bill No. 602 passed in 2021 the fee is no longer charged prior to issuance of building permits, but rather at the issuance of a certificate of occupancy. The Transportation Impact Fee reflects the costs associated with transportation network improvements and the amount of new auto trips that can be attributed to land use changes.

Residential (dwelling unit)
Non-Residential (sq. ft.)

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Transportation Impact Fee
(C) The beginning and ending balance of the account or fund and (D) The amount of the fees collected and the interest earned.

FISCAL
YEAR

BEGINNING
FUND BALANCE FEES COLLECTED INTEREST EARNED EXPENDITURES* REFUNDS

ENDING FUND

BALANCE
FY 2024-25 8,379,652 $ 25,527 118,903 3,491,568 5,032,514 $ *Total expenditures includes interfund transfers as detailed in Section (G) Stewart-Pennsylvania Safety Enhancement
Project Ongoing
Santa Monica Blvd Safety Improvements Ongoing
In FY 2024-2025, approximately $3.3 million of TIF funds is programmed to complete and initiate various roadway safety measures including various protected bikeways including extending the Broadway protected bikeway, Stewart Street safety enhancements, Olympic Blvd/26th Street First Last Mile Connections and the priority projects identified in the Bike Action Plan Amendment; Wilshire Safety Improvements; and the Santa Monica Blvd Safety Study. In FY 2025-26, approximately $1 million will be programmed to planning and/or construction of the Broadway protected bikeway, Wilshire Blvd Safety Improvements Phase 2, and Systemic Crosswalk Improvements.

Olympic Blvd First/Last Mile Improvements
to Bergamot Station Ongoing
Wilshire Boulevard Safety Improvements -
Phase 2 Ongoing
Project Name Project Progress
Citywide Vision Zero Improvements via
Annual Repaving Project (Wilshire
Boulevard Safety Improvements - Phase 1,
Ocean Avenue Protected Bikeway,
Crosswalk Renewal Program, Vision Zero
Priority Intersections)
Ongoing
Broadway Protected Bikeway - 5th Street to
26th Street Ongoing
(F) An approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, as identified in paragraph (2) of subdivision (a) of Section 66001, and the public improvement remains incomplete.
(E) Identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. Note: The percentage will be reported upon completion of the project/s.

In FY 2024-25, $3,229,886 of TIF funds were expended on capital improvement project delivery, including tools to analyze crash reports to determine safety countermeasures, project design, right of way, required studies, prevailing wage monitoring, utility coordination, construction management and engineering support services, and construction to implement Vision Zero improvements associated with the following projects:
> 4th St Enhancements – Expo Linkages, Phase 2: $3,780
> Michigan Ave Greenway / 20th St Bike Connection: $155,615 > Safe Routes to School at Six Schools: $1,316,499
> Stewart St. and Pennsylvania Ave Safety Enhancements: $567,262 > Wilshire Blvd Safety Improvements: $925,037
> Broadway Protected Bike Lanes Project: $50,015
> 26th St and Olympic Blvd First Last Mile Improvements: $211,678

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Transportation Impact Fee
(H) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001.

No refunds were made during the fiscal year pursuant to Gov. Code 66001 (e). (G) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan.

Two interfund transfers were made during the FY 24-25 for Construction Management and Transportation Engineering support services of TIF funded projects:
>Transportation Engineering support: $73,733
>Construction Management support: $187,949

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) (A) A brief description of the type of fee in the account or fund. (B) The amount of the fee.

Fee
$990.00
$315.00
$375.00
$570.00
$750.00
$900.00
To be determined by
the Civil Engineering
Plan Checker
(C) The beginning and ending balance of the account or fund and (D) The amount of the fees collected and the interest earned.

FISCAL YEAR

BEGINNING FUND

BALANCE FEES COLLECTED INTEREST EARNED EXPENDITURES ENDING FUND BALANCE FY 2024-25 256,564 $ 0 0 50 256,514 $
No interfund transfers or loans were made during the fiscal year from this fund.

F) An approximate date by which the construction of the public improvement will commence if the local agency determines that sufficient funds have been collected to complete financing on an incomplete public improvement, as identified in paragraph (2) of subdivision (a) of Section 66001, and the public improvement remains incomplete.
$1,127,540 was appropriated to the Recycled Water Main Expansion Project. Construction began December 2020 and was completed in August 2024. (G) A description of each interfund transfer or loan made from the account or fund, including the public improvement on which the transferred or loaned fees will be expended, and, in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan. (H) The amount of refunds made pursuant to subdivision (e) of Section 66001 and any allocation pursuant to subdivision (f) of Section 66001.

No refunds were made during the fiscal year pursuant to Gov. Code 66001 (e). 2 Bedroom Apartment:
3 Bedroom Apartment:

Duplex (2 Apartments):

Non-Residential:
(E) Identification of each public improvement on which fees were expended and the amount of the expenditures on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. Note: The percentage will be reported upon completion of the project/s.

In FY 2024-25, $50 of Water Demand Mitigation Fees were expended on the Recycled Water Main Expansion Project. This project was completed using Water Demand Mitigation Fee funds for 31% of the total cost.

The Water Demand Mitigation Fee - A one-time fee the City charges new development to mitigate the total daily water consumption rate projected for the development. The total daily water demand for the project is calculated using standard water demand factors which have been developed by City staff. The water demand mitigation fee is set at $3.00 for each gallon of daily water demand which must be mitigated. Effective, July 1, 2017, the Water Demand Mitigation Fee was replaced with the Water Neutrality Fee. The City will continue to collect Water Demand Mitigation revenues for permit applications submitted prior to July 1, 2017 with the following exception: Any new development applications for a building permit filed on or before November 27, 2018, that only results in a change of use of less than 6,000 square feet and/or an addition of less than 1,500 square feet, will be required to pay the water demand mitigation fee in effect as of November 27, 2018.

This fee is required when:
• Single-Family Residence -- for construction of a new residence or whenever adding 50% or greater to the square footage. • Multi-Family -- for construction of a new building or whenever new units are added. • Non-Residential -- for construction of a new building or whenever there is a change of use, changing or adding plumbing fixtures, or adding restaurant seats or square footage.

Project
Single-Family
Multi-Family (condominium fees same as
apartments):

Studio/Single Apartment:
1 Bedroom Apartment:

City of Santa Monica
Development Impact Fees Report Pursuant to the Mitigation Fee Act Fiscal Year Ended June 30, 2025
Water Demand Mitigation Fee
For the purpose of compliance with Government Code subsection 66006(b)(1), the following information regarding AB 1600 fees is presented:

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Attachment: Attachment A - Development Impact Fees Report FY24-25 [Revision 1] (7380 : Development Impact Fees Report 2025) 1 David Yakobson
From: Sam Shapiro-Kline <[email protected]>
Sent: Monday, January 12, 2026 1:34 PM
To: Lana Negrete; Caroline Torosis; Jesse Zwick; Dan Hall; Ellis Raskin; Barry Snell; Natalya Zernitskaya; councilmtgitems; Oliver Chi
Subject: 4.B Development Impact Fees

EXTERNAL
Mayor & Councilmembers,
The staff report for Item 4.B demonstrates the minimal amounts collected from Development Impact Fees in FY2024-25. These fees constitute a tax on new housing which the city needs desperately.

Meanwhile - because new development is not financially feasible in Santa Monica, in large part due to fees and other taxes like our Affordable Housing Product Program, the fees do not generate funds for the city.

The best path for the city now is to suspend development impact fees for a reasonable period such as for 12 months while development feasibility remains poor. This way, the city will expand its revenues through new property and sales taxes generated by new residents, and will be able to fund the programs which the development fees would otherwise support.

Additionally, I would note the absurdity of spending money on a "[contract] with Economic & Planning Systems, Inc. (EPS) to update our child care nexus study," when the Child Care Linkage fee generated only $1,167 in FY2024-25. This situation shows the waste that occurs by excessively studying and seeking to tax housing.

Best,
Sam Shapiro-Kline
Item 4-B
January 13, 2026
Item 4-B
January 13, 2026

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Attachment: Written Comments (7380 : Development Impact Fees Report 2025) City Council
Report
City Council Meeting: January 13, 2026
Agenda Item: 4.C
1 of 4
To: Mayor and City Council
From: Rick Valte, Public Works Director, Public Works, Resource Recovery & Recycling
Subject: Approval of the Fifth Modification to Agreement #11051 with Clean Earth Environmental Solutions for Hazardous Waste Services
Recommended Action
Staff recommends that the City Council:

1. Adopt a finding of categorical exemptions pursuant to Sections 15301 and 15308 of the California Environmental Quality Act (CEQA) Guidelines; and

Summary
In compliance with California regulations and the City’s commitment to environmental responsibility, the City utilizes the services of Clean Earth Environmental Solutions, Inc. (Clean Earth) for the following services:
• Support for the Residential Household Hazardous Waste (HHW) Door-to-Door Collections Program; and
• Transportation, recycling, and disposal services for hazardous waste generated by City operations, emergency response activities, and small-quantity business generators that drop off at the City’s hazardous waste facility located in the City Yards.

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Due to the pending contract expiration in January 2026, staff recommends increasing Agreement #11051 by $582,031 to cover anticipated costs while the staff completes a competitive bidding process. This fifth modification would result in a new not-to-exceed amount of $2,780,031 and extend the original five-year contract term by eight months to support Resource Recovery and Recycling operations.

Discussion
According to the California Department of Resources Recycling and Recovery (CalRecycle), it is illegal to dispose of HHW in the garbage, storm drains, or on the street. Untreated toxic chemicals can pollute the environment and cause harm to both animals and people. Typical HHW includes paints, adhesives, batteries, aerosols, fluorescent lamps, electronics, used oil, and pesticides.

The City’s Resource Recovery and Recycling Division requires the disposal of hazardous waste from its hazardous waste facility and the residential door-to-door pickup program. In April 2020, the City’s Resource Recovery and Recycling and Water Resources Divisions issued Request for Proposals #257 to solicit hazardous waste disposal services. Staff reviewed the five bids received and recommended awarding a five-year agreement to Clean Earth Environmental, Inc., based on price and the ability to provide the required service.

The Resource Recovery and Recycling Division entered into an agreement with Clean Earth Environmental Solutions, Inc. for hazardous waste disposal in January 2021, with a contract amount of $1,080,000. Due to increasing service costs—primarily related to the residential door-to-door program—a contract modification was necessary to increase the total compensation for the remainder of the contract, resulting in a new notto-exceed amount of $2,198,000.

Staff are currently in the process of conducting a competitive bidding process for hazardous waste services; however, the posting, award, and contract execution process

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will not be completed by the contract expiration date of January 19, 2026. A contract extension is needed for an additional eight months while staff complete the bidding process. This extension would require an additional $582,031 to continue hazardous waste services until a new contract can be executed.

Environmental Review
The disposal of hazardous waste is categorically exempt from CEQA pursuant to Sections 15301 and Section 15308 of the CEQA Guidelines. Section 15301 provides an exemption (Class 1 – Existing Facilities) for the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the lead agency's determination. Section 15308 exempts Class 8 projects consisting of actions taken by regulatory agencies as authorized by state law or local ordinance to assure the maintenance, restoration, or enhancement of the environment where the regulatory process involves procedures for protection of the environment. The agreement for household hazardous waste services would not result in any modifications to existing facilities, including the hazardous waste facility at the City Yards, and would ensure the safe and proper disposal of hazardous waste for protection of the environment. Therefore, the award of the agreement is exempt from CEQA pursuant to Section 15301 and 15308 of the CEQA Guidelines.

Past Council Actions
Meeting Date Description
06/23/2020 Original Bid and Award of CT #11051 (CCS) with Clean Earth Environmental Solutions, Inc. (formerly known as Stericycle Environmental Solutions) for hazardous waste disposal.
12/17/2024 Fourth modification to CT #11051 (CCS) with Clean Earth Environmental Solutions, Inc.

Financial Impacts and Budget Actions

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Staff seeks authority to approve available funding from the Resource Recovery and Recycling Fund to increase the amount of contract #11051 (CCS) with Clean Earth Environmental Solutions, Inc. for hazardous waste disposal.

Contract Modification Request
Agreement
#
Current
Authorized
Amount
FY 2025-26
Request
Amount
Future
Years
Amount
Department
Account #
Total Revised
Contract
Amount
11051
(CCS) $2,198,000 $413,306 $168,725 54500003.550070 $2,780,031 Future year funding is contingent on Council budget approval.

Prepared By: Ryan Kraemer, Senior Administrative Analyst Approved Forwarded to Council
Attachments:

A. Attachment A - CT 11051 (CCS) - Clean Earth (Original) B. Attachment B - CT 11051 (CCS) - Clean Earth (Mod 1)
C. Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2)
D. Attachment D - CT 11051 (CCS) - Clean Earth (Mod 3)
E. Attachment E - CT 11051 (CCS) - Clean Earth (Mod 4)
F. Attachment F - Clean Earth Oaks Initiative Form 2025 G. Attachment G - Clean Earth Levine Act Disclosure Form 2025 H. June 23, 2020 Staff Report (web link)
I. December 17, 2024 Staff Report (web link)

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Contract No. 11051 (CCS)

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 CLEAN EARTH ENVIRONMENTAL SERVICES, INC. a Delaware corporation and its subsidiaries or affiliates as may be designated from time to time (“CLEAN EARTH”), located at 350 Poplar Church Road, Camp Hill, PA 17011 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.

B. CLEAN EARTH is qualified to do business, and is doing business, in the State of California. CLEAN EARTH represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Contract.

C. The City and CLEAN EARTH desire to enter into an agreement for the CLEAN EARTH 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. Original Term. This Agreement begins on the Execution Date and terminates three years after the Execution Date (“Original Term”), unless sooner terminated in accordance with Section 14.

1.1 Option to Extend. The City, in its sole and complete discretion, shall have the option to renew this Agreement for up to two (2) additional one-year periods (“Extension Term”). The City may exercise each 1-year option by letter to the Contractor from its City Manager prior to the end of the Original Term or prior to the end of any Extension Term, if any. The exercise of each 1-year option shall automatically extend the term of this Agreement up through the end of the Extension Term.

2. CLEAN EARTH Services. CLEAN EARTH will perform all of the services (“Services”) described in Exhibit A, Scope of Services. CLEAN EARTH will complete the Services in accordance with Exhibit B, Budget.

3. City Services. The City agrees to:

3.1 Make available to CLEAN EARTH 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.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F 1/19/2021

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3.3 Promptly examine and render findings on all documents submitted for staff review by CLEAN EARTH.

4. Compensation. The City will compensate CLEAN EARTH for the Services performed in an amount not to exceed EIGHT HUNDRED AND SIXTY-FOUR THOUSAND DOLLARS ($864,000), as set forth in Exhibit B.

5. Invoices. CLEAN EARTH will provide an itemized invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days ofreceipt.

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:

Resource Recovery & Recycling Division
City of Santa Monica
2500 Michigan Ave, Bldg. 9
Santa Monica, California 90404
Attention: Patty Manalo
Re: Contract No. 11051 (CCS)
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. 11051 (CCS)

6.2 All notices, demands, requests or approvals to:

CLEAN EARTH:

Clean Earth Environmental Services, Inc.
350 Poplar Church Rd., Camp Hill, PA 17011
Attention: Legal
Re: Contract No. 11051 CCS)
with a copy to:

Clean Earth Environmental Services, Inc.
2670 Executive Drive Suite A, Indianapolis, IN 46241
Attention: Contracts Administration
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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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 CLEAN EARTH or any of CLEAN EARTH’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 CLEAN EARTH, and approved as to form by the City Attorney.

9. Insurance. Prior to commencing work, CLEAN EARTH 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 CLEAN EARTH or CLEAN EARTH’s agents, representatives, employees or subconsultants for the duration of this Agreement. CLEAN EARTH 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 CLEAN EARTH 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 CLEAN EARTH, or CLEAN EARTH’s employees, agents, officers, and subconsultants. CLEAN EARTH’s responsibilities under this Section 10.1 shall not 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 CLEAN EARTH, its employees, agents or officers, or subconsultants; for the avoidance of doubt CLEAN EARTH’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the negligence or willful misconduct of the City. Notwithstanding CLEAN EARTH’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from CLEAN EARTH, if City chooses to do so by notice in writing to CLEAN EARTH upon commencement of and action arising to an indemnification obligation hereunder .

10.2 Enforcement Costs. CLEAN EARTH agrees to pay any and all reasonable costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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11. Prohibition Against Transfers.

11.1 CLEAN EARTH 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, which consent shall not be unreasonable withheld, delayed or conditioned. 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.

11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of CLEAN EARTH or of any general partner or joint venturer or syndicate member of CLEAN EARTH, if a partnership or joint venture or syndicate exists, which results in changing the control of CLEAN EARTH, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

12. Permits and Licenses. CLEAN EARTH, 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 CLEAN EARTH fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of thirty (30) 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 CLEAN EARTH.

14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days’ written notice to CLEAN EARTH.

Upon termination of this Agreement, City will pay CLEAN EARTH any compensation earned and unpaid up to the effective date of termination.

15. Compliance with Law. CLEAN EARTH 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. CLEAN EARTH 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. CLEAN EARTH may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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18. Records.

18.1 CLEAN EARTH 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. CLEAN EARTH 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 CLEAN EARTH must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. CLEAN EARTH must clearly identify all records and make them readily accessible to the City. At the City’s request, CLEAN EARTH must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3 CLEAN EARTH must allow the City to have free access to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit CLEAN EARTH’s records related to this Agreement, and CLEAN EARTH agrees to cooperate with any examination or audit of its records related to this Agreement.

19. Work Product; Reports.

19.1 Any work product prepared or caused to be prepared by CLEAN EARTH or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by CLEAN EARTH or any subconsultant pursuant to this Agreement may be made available to any individual or organization by CLEAN EARTH without prior written approval by City.

20. Standard of Care. CLEAN EARTH 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 CLEAN EARTH’s profession currently practicing in the same locality under similar conditions.

21. Subconsultants.

21.1 If CLEAN EARTH proposes to have any subconsultant perform any part of the Services, CLEAN EARTH 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.

21.2 CLEAN EARTH will be responsible for the quality of any subconsultant’s work. Every subcontract or agreement of any kind entered into between CLEAN EARTH and any subconsultant (or between any subconsultant and DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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others) must contain the following provision:

This agreement is consistent with all terms and conditions of the Agreement No. 11051 (CCS) entered into between the City of Santa Monica and CLEAN
EARTH on .

22. Governing Law. The laws of the State of California, without regard to any choiceof law provisions, will govern this Agreement.

23. Venue and Jurisdiction. The City and CLEAN EARTH 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 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. \\\
\\\
\\\
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F 1/19/2021

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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:

APPROVED AS TO FORM:

CITY OF SANTA MONICA,
a municipal corporation
By:

By:

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F 1/14/2021
Interim City Attorney
1/14/2021
Sales Director, SW Region
Clean Earth, Inc.
1/19/2021
Interim City Manager
1/21/2021
City Clerk

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Exhibit A
Scope of Services

1. CLEAN EARTH also referenced herein as “Contractor” shall provide the following for the operation of the Household Hazardous Waste Center:
a. Contractor’s staff shall provide hazardous waste management,transportation, and disposal services at the City’s Household Hazardous Waste (HHW) Collection Center as requested by the Resource Recovery & Recycling Division. The center is currently located at 2500 Michigan Avenue and is open to in-house city departments / divisions and to the Conditionally Exempt Small Quantity Generators (CESQG) on the second Wednesday of each month from 8:00 a.m. to 2:00 p.m. Contractor may be also requested to provide staff if the City’s Hazardous Materials Technician is absent. b. Provide emergency response for hazardous waste collection, transportation, and disposal. Provide steel or poly drums along with various safety supplies, packing materials, and labels from the selected contractor for purchase by the City.
c. Provide collection services for in-house city departments/divisions at various sites citywide and transportation and disposal services of these collected materials (e.g. including but not limited to aerosol cans, asphalt emulsion, batteries, oily rags/absorbent, light bulbs, paint, cylinders, propane tanks, fire extinguishers and miscellaneous chemical waste).
d. Provide door-to-door collection services of Household Hazardous Waste (HHW) materials for single family and multi-family residences citywide and transportation and disposal services of these collected materials. e. Provide sustainable and flexible options for residents to dispose of HHW wastes on an ongoing basis;
f. Provide monthly and annual reporting of materials collected and appropriately recycled or disposed of by material type, by weight, and by address.
g. Contractor shall work with the City on oversight and contract administration, as well as provide operational support and supervision for the day-to-day activities. Contractor shall be directly involved with planning and staffing of the Household Hazardous Waste Collection Program and any required collection events.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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h. Contractor shall provide:
i. Manifest Preparation:
(1) When a shipment is requested, contractor shall prepare required manifests, land disposal restriction forms, and billsof lading according to all applicable legal requirements at no charge.
ii. Shipments:
(1) Contractor shall be responsible for the shipment of waste collected at the Household Hazardous Waste Center. Routine shipments will typically occur every two weeks. The size of the shipment will be a minimum of ten drums and is not expected to exceed the size of a 40-foot truck. Contractor shall be responsible for the shipment of all waste collected from households, in-house department/division facilities citywide, the Household Hazardous Waste Center, and CESQGs.

2. Emergency Response Personnel and Proper Collection of Hazardous Waste, Transportation, and Disposal
a. Contractor shall provide emergency response service 365 days per year, 24 hours per day, through an emergency response hotline. The 24-hour emergency response hotline is 1-877-577-2669.
b. Contractor’s emergency response hotline shall be staffed by 40-hour HAZWOPER-trained in-house employees. Callers shall speak with a professional emergency response coordinator on the initialcall.

3. Response Time
a. Contractor shall return communication related to emergencies within two (2) hours. Contractor shall provide the City the emergency contact name, 24/7 emergency contact telephone number, and title of the emergencycontact.

4. Invoicing
a. Contractor shall provide detailed invoices on a monthly basis for allservices.

The invoices that are associated with the door-to-door collection program, HHW, and CESQG programs will be paid on this contract.
b. Contractor to invoice the individual departments/divisions for any in-house routine waste service. Emergency response waste pick-up and removal will be paid by the division requesting the service.
c. As such, the City requires that separate invoice accounts be established for each division and that invoices specify the following information:

Name of person requesting pick-up
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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Division name
Location of pick-up
Treatment unit being serviced
EPA ID number associated with invoice
Quantity and type(s) of material disposed
Quantity and type(s) of items purchased (drums/packaging) Project description and other information as required

5. Other Materials May Be Added as Required
a. In-house City departments drop off hazardous waste materials at the HHW Center, and also require specialized collection at various division sites citywide. The Door-to-Door Collection Program will include collection, transportation, and disposal services for these various City locations as well as at the HHW Center. Invoice recipients, frequencies, and waste types are listed below. Pick-up requests will be scheduled by individual divisions as needed. Contractor may be required to provide collection containers and packaging service/materials.

PROGRAM / INVOICE

RECIPIENT
PICK-UP FREQUENCY* TYPE OF MATERIALS
Facilities Management Monthly Light Bulbs/Paint
Fire Department (Training) As Needed Miscellaneous
Fleet Management As Needed Absorbent/Oily Rags
Resource Recovery & Recycling As Needed Varies
Street Maintenance Monthly Asphalt
Traffic Operations As Needed Batteries/Paint
Water Resources As Needed Aerosol Cans/Asbestos
Pipe/Batteries/Paint
Fire Department As Needed Absorbent/Miscellaneous
Facilities Management As Needed Light Bulbs
Library As Needed Light Bulbs
Facilities Management As Needed Light Bulbs
Police Department As Needed Chemical Waste
Water Resources As Needed Miscellaneous
Cemetery As Needed Miscellaneous
Public Landscape As Needed Miscellaneous
*All as needed services shall be scheduled as determined by City. b. In addition to regularly scheduled pick-ups, contractor shall be able to provide pick-up services at various City locations within one (1) business day of notification by staff.
c. Contractor shall provide monthly reports of all in-house City departments that request special collection services at various facility locations Citywide.

The reports will include the name of the department/division requesting the collection service, name of the requester, the address of the facilitywhere DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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materials were collected, and the type and quantity of materials collected at each location.
d. The Household Hazardous Waste Center accepts waste from Conditionally Exempt Small Quantity Generators (CESQG) under a Permit-By-Rule authorization. The Household Hazardous Waste Center is currently open to the CESQGs on the second Wednesday of each month from 8:00 a.m. to 2:00 p.m. Contractor shall provide staff to assist the City’s Hazardous Materials Technician at the Household Hazardous Waste Center during this scheduled time and provide transportation and disposal services of these materials on a fee-for-service-basis.

6. Citywide Door-To-Door Household Hazardous Waste Collection Program a. Contractor shall provide a toll-free phone number or computer-based scheduling mechanism for households to schedule collection and disposal services for the Door-to-Door Household Hazardous Waste Collection Program.
b. Contractor shall provide collection services within five business days of receiving the request from the resident. Prior to the collection of any hazardous waste, contractor shall provide written instructions advising each residence on the proper containment and storage of all materials placed out for collection. Contractor shall provide a containment device for household hazardous waste materials to each household requesting the service. c. Contractor shall provide to the City a monthly report including names, addresses and phone numbers of each residence collected, and a list of amounts and material types collected at each residence. In addition, monthly reports should include all material types collected, amounts of materials collected, and the amounts of materials that were recycled. d. As part of the door-to-door HHW collection program, the City is requiring the Contractor to accept and collect the following material types at the single family and multi-family residences:

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Single Family and Multi-Family Residences
Category Type of Materials
Chemicals Acid liquid, acid solid, antifreeze, ballasts, base liquid, base solid, batteries lead acid, flammable solid, used motor oil, oxidizer liquid, oxidizer solid, paint – oil based, pesticides (liquid), pesticides (solid), mercury compounds, toxic liquid Electronics Computer cables, CD/DVD/CR/Tape Player, cellphone with battery, computer laptop, copiers (both desktop and standalone), CPU, CRT, Fax machines, keyboards, microwaves, monitors, power supply, desktop printers, scanners, small appliances, speakers, stereos, telephones, televisions (all sizes – including projection and flat screens)
NonClassifiedVehicle used oil filters, non-RCRA solids, non-regulated, non-hazardous materials, latex paint, and sharps.

Universal
Waste
Aerosols, household batteries, compact fluorescent lamps, fluorescent tubes, other lamps, solar panels, mercury devices
Other
New
Program
Waste
Propane tanks from gas barbeques up to ten pounds, fire extinguishers, cylinders which may include oxygen and hydrogen tanks, and smoke detectors, cigarette lighters, and gas grill lighters
e. Contractor’s door-to-door collection program shall use the following methods to advise residents of the program:
i. Flyers (Contractor shall provide flyers to the City to make initial contact with the residents.)
(1) The Flyer shall identify all major components of the Door-to-Door Collection Program and include the toll-free contact phone number.

The Flyer shall have educational information that identifies what is acceptable under the program and how to initially separate and place the material safely into the collection tote (see sample on the following page).
\\\
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ii. Press release and Newspaper Advertisement
Contractor shall coordinate the second component of the outreach/and education program by assisting the City in completing a press release and newspaper advertisement. This will help toadvertise the program, educate the community on who should participate, why, and how to participate.
iii. Web Page Link
(1) Contractor shall provide a link to the Door-to-Door Program information on the city’s web page and include the link in all ofthe printed outreach materials.
iv. Contractor shall provide door hangers or postcard reminder v. Contractor shall provide a post card survey, to be completed by the resident, to the resident at the time of collection. The survey shall be addressed to the proper City representative managing this program and postage shall be prepaid.
f. Contractor shall screen participants requesting service to determine program eligibility, while logging pick-up information into a spreadsheet with name, address, contact number and/or e-mail, and a brief inventory. g. Contractor shall confirm the resident has requested a home pick-up of household hazardous waste. General waste types and volumes shall be confirmed with callers to assist contractor in developing an accurate service schedule. Program specifics, such as waste handling and segregation requirements shall be discussed with the caller. Contractor shall set an appointment (day, time) for the household hazardous waste to be collected from the eligible participant and determine an appropriate location to place the household hazardous waste for the collection within 5 business days of receiving call.
h. Once a participant’s appointment is confirmed, the contractor shall send instructional materials for the proper handling of household hazardous waste to the participant. This shall be done via fax, e-mail, or postal mail by request of the participant (see sample below).

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7. Provide Assistance to Participants
a. Contractor shall provide assistance to seniors and physically challenged persons in the collection of their household hazardous waste. They will be instructed to segregate and package their wastes. If they are unable to complete the tasks, they will be instructed to segregate the wastes as much as possible from the other items in their home so that removal and packaging go as quickly as possible. For those cases where absolutely no segregation is possible, the contractor shall go in and remove identified waste from residence’s shelves and cabinets under their direction. Contractor shall confirm that all boxed wastes are to be disposed of in a discussion with the resident or their caretaker prior to removing said wastes from the house.

8. Collection of Household Hazardous Waste
a. Contractor shall provide the collection route schedule to the City representative weekly, or as determined by the City. In the case of any schedule changes, the contractor shall:
i. Communicate changes in writing to the City within one (1) working day.
ii. Notify the resident by phone within one (1) working day. b. Should the contractor’s field staff arrive at a scheduled participant’s residence and determine that a pick-up cannot be made, the situation shall be documented on the pick-up receipt. The driver shall leave a door hanger at the residence identifying the day and time of the scheduled appointment, reason for not completing the pick-up, and contact information for rescheduling the appointment (see sample on next page).

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9. Management of Household Hazardous Waste
a. Contractor shall make every effort during the screening process to obtain an accurate inventory of waste from the participant.
b. Contractor shall inform the caller of the program’s maximum disposal limit.

Amounts of household hazardous waste in excess of 175 pounds per collection stop shall be discouraged during the screening process and scrutinized by the field staff at the time of collection. If the amount of waste set out by the resident significantly exceeds the waste inventory provided by the resident during the screening process, the contractor’s field staff will consult with both the resident and the City.
c. If the waste is determined to be residential, contractor shall accept the amount of household hazardous waste declared when the appointment was made.

Priority shall be given to the most hazardous and chemically unstable materials.
d. Contractor shall make every effort to accommodate City residents and to not turn away any household hazardous waste.

10. Unacceptable Waste
a. Contractor’s treatment facilities shall be permitted by the federal and state government to accept most types and hazard classes of waste including dangerous waste, extremely hazardous waste, liquid, solid and compressed gasses.
b. The types of waste which we are not permitted to be handled through the HHW door-to-door program include:
i. Explosives or explosive waste, with the exception of surface flares ii. Ammunition
iii. Biological, biohazard or medical waste, excluding sharps waste iv. Radioactive waste
c. Contractor shall manage the handling, shipping, and disposal of wastes in accordance with all applicable federal, state, and local regulations. All household hazardous waste shall be packaged and transported in a manner suitable and compliant with state and federal regulatory agencies. d. Contractor shall indemnify the City for any action that may occur after it has accepted the household hazardous waste.

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11. Removal of Waste
a. Contractor shall instruct residents to place their household hazardous waste in a sturdy cardboard box or leak-proof receptacle, lined with a plastic garbage bag.
b. Contractor shall provide a two-person staff team consisting of one Chemist/Emergency Responder and one Driver/Environmental Technician that will proceed to each appointment to remove various household hazardous wastes. The driver/technician will be responsible for collecting the waste material and assist in packaging after all materials are identified and characterized for packaging. The chemist will be responsible for identification and segregation by hazard characteristics and disposal methods. The chemist will also prepare labpack sheets, manifests and labels, oversee packaging and storage. As the senior staff person on the project, the chemist will be responsible for administering all appointment paperwork and surveys, completing and issuing a waste receipt for each location serviced, and other issues such as obtaining all required signatures for the service. c. Actual waste removal shall consist of a cursory review of the materials by the chemist to ensure an extreme hazard does not exist prior to moving the materials. The collector will then remove the materials from the participant’s designated location. Using a secondary containment, spill- proof cart, the collector will take the discarded materials to the transport unit, where the chemist will inventory waste for acceptability. At no time will any materialsbe carried by hand from the residence to the transport unit. After verification of acceptability, the chemist will sort, segregate and package materials prior to transportation. All uncontaminated boxes will be returned to the participant for reuse or recycling as solid waste. After making all pick-ups the driver and chemist will transport all hazardous waste to the designated transfer and consolidation facility or PHHWCF for consolidation.

12. Paperwork and Reporting
a. As specified in the California Health & Safety Code, 25218.5, a receiptshall be issued for the household hazardous waste collected from an individual residence in lieu of a manifest.
b. Contractor shall provide a copy of each receipt to the City for its files. c. Receipts shall be maintained by the sponsoring agency for a period ofthree years.
d. Contractor shall confirm each participant’s appointment and provide an informational package to the participant, which includes a program survey (content will be pre-approved by the City). This survey shall be available in English and Spanish. The questionnaire shall be used to assess the qualityof DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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the service provided, service satisfaction level, as well as special issues that need to be addressed as a part of the Program
e. Contractor shall provide:
i. Annual Form CalRecycle 303 Household Hazardous Waste Collection Information/CIWMB Form 303;
ii. Monthly Excel reports indicating the material types, quantities collected, and number of appointments from the Residential Household Hazardous Waste Door-to-Door Collection Program and other hazardous waste management services provided to the City; iii. Annual Excel report summarizing the material types, total quantities collected, and total number of appointments from the Residential Household Hazardous Waste Door-to-Door Collection Program and other hazardous waste management services provided to the City. \\\
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Exhibit B
Budget
The contract budget shall not exceed $168,000 per year for hazardous waste services required by the Resource Recycling, and Recovery Division for an initial term of three years for a total amount not to exceed $504,000 with two additional one-year renewal options in the amount of $176,000 for Renewal Option, Year One, and $184,000 for Renewal Option, Year Two, for hazardous waste removal and transport services. Future year funding is contingent on Council budget approval.

Renewal option years 1 and 2 are compensated at an increase based on a mutually agreeable index such as the Consumer Price Index, not to exceed 7%. In addition, Contractor may apply additional increases to cover extraordinary or unexpected increases in disposal costs at the incinerators, landfills, etc., for a total amount not to exceed $864,000 over a five-year period, and subject to budgetary approval by the City Council.

PRICING – PICK-UP AND DISPOSAL OF HAZARDOUS
WASTE

INCLUDED IN CONTRACT BUDGET
PRICING TO PICK-UP AND DISPOSE OF THE FOLLOWING ITEMS.
*DISPOSAL METHOD KEY:

RU = REUSE SF = SECONDARY FUEL INCINERATION
RE = RECYCLING TN = TREATMENT/NATURALIZATION
TN = TREATMENT/NATURALIZATION LF = LANDFILL
# ITEMS TO BE

PICKED UP &

DISPOSED
AMOUNT
CBC = CASE

BY CASE

UNIT OF

MEASURE

TREATMENT,

STORAGE,

DISPOSAL

FACILITY
(TSDF) TO BE
USED

DISPOSAL
METHOD*
1 Absorbent/Oil $118.00 55-GAL
DRUM
RhoChem SF
2 Aerosol Cans $595.00 TRIWALL RhoChem SF
3 Alakaline Battery $1.02/Lb. PER LB. RhoChem RE
4 Asbestos $561.00 TRIWALL RhoChem LF
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# ITEMS TO
BE

PICKED UP
&

DISPOSED
AMOUNT
CBC = CASE

BY CASE

UNIT OF

MEASURE

TREATMENT,

STORAGE,

DISPOSAL

FACILITY
(TSDF) TO BE
USED

DISPOSAL
METHOD*
5 Asbestos Friable $CBC 5-GAL
DRUM

TBD TBD
6 Asbestos Friable $CBC 15-GAL
DRUM

TBD TBD
7 Asbestos Friable $CBC 30-GAL
DRUM

TBD TBD
8 Asbestos Friable $CBC 55-GAL
DRUM

TBD TBD
9 Asbestos Friable $CBC 1-CUBIC
YD. BOX

TBD TBD
10 Asbestos Friable $CBC 1 PALLET TBD TBD
11 Asbestos NonFriable$CBC 5-GAL
DRUM
RhoChem LF
12 Asbestos NonFriable$CBC 15-GAL
DRUM
RhoChem LF
13 Asbestos NonFriable$CBC 30-GAL
DRUM
RhoChem LF
14 Asbestos NonFriable$CBC 55-GAL
DRUM
RhoChem LF
15 Asbestos NonFriable$CBC 1-CUBIC
YD. BOX
RhoChem LF
16 Asbestos NonFriable$CBC 1 PALLET RhoChem LF
17 Asphalt Emulsion $247.00 55-GAL
DRUM
RhoChem SF/TN (AF01)
18 Batteries $0.52/Lb. Per Lb. Battery Solutions RE
19 Batteries -
Burned
Lithium Ion
$287.50 5-GAL
DRUM
RhoChem SF (INC20)
20 Batteries -
Burned
Lithium Ion
$718.75 15-GAL
DRUM
RhoChem SF (INC20)
21 Batteries -
Lead
Broken
$CBC 5-GAL
DRUM

TBD TBD
22 Batteries -
Lead
Broken
$CBC 15-GAL
DRUM

TBD TBD
23 Bbq Tanks $14.00 EACH Cyclinder Depot RE
24 Bio-Hazardous
Waste
$CBC PER

CONTAIN
ER
TBD-Based on if
waste can be
accepted
TBD-Based on if
waste can be
accepted
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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# ITEMS TO
BE

PICKED UP
&

DISPOSED
AMOUNT
CBC = CASE

BY CASE

UNIT OF

MEASURE

TREATMENT,

STORAGE,

DISPOSAL

FACILITY
(TSDF) TO BE
USED

DISPOSAL
METHOD*
25 Bulb - Biax $2.00 EACH Lighting
Resources
RE
26 Bulb-4ft
Flourescent Tube
$0.14/Ft. PER FOOT Lighting
Resources
RE
27 Bulb - Hid $2.46 EACH Lighting
Resources
RE
28 Bulb - U-Tube $2.46 EACH Lighting
Resources
RE
29 Chlorinate Oil $63.01 5-GAL
DRUM
RhoChe
m
SF (INC09)
30 Chlorinate Oil $122.51 15-GAL
DRUM
RhoChe
m
SF (INC09)
31 Chlorinate Oil $192.52 30-GAL
DRUM
RhoChe
m
SF (INC09)
32 Chlorinate Oil $262.51 55-GAL
DRUM
RhoChe
m
SF (INC09)
33 Cylinders $CBC EACH TBD TBD
34 Debris
Contaminated
With Combustible
Liquid
$90.05/55-
GAL
55-GAL
DRUM
RhoChe
m
LF (LF07)
35 E-Waste -
Certified
Destruction
$0.71/Lb. PER
POUND/

CONTAIN
ER
CalMicro RE
36 Fire Extinguishers $10.00 EACH Cylinder
Depot
RE
37 Flammable Solid $682.00 TRIWALL RhoChe
m
SF
38 Mapp Gas $3.74 EACH EACH Cylinder
Depot
RE
39 Mapp Gas $3.74 EACH EACH Cylinder
Depot
RE
40 Mercury Devices $167.00 5-GAL
DRUM
RhoChe
m
SF
41 Oil-Based Paint $164.00 55-GAL
DRUM
RhoChe
m
SF
42 Oily Rags $118.00 55-GAL
DRUM
RhoChe
m
SF
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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# ITEMS TO
BE

PICKED UP
&

DISPOSED
AMOUNT
CBC = CASE

BY CASE

UNIT OF

MEASURE

TREATMENT,

STORAGE,

DISPOSAL

FACILITY
(TSDF) TO BE
USED

DISPOSAL
METHOD*
43 Pesticides $271.00 55-GAL
DRUM
RhoChe
m
SF
44 Pepper Spray $87.55 5-GAL
DRUM
RhoChe
m
SF (INC02)
45 Pepper Spray $120.51 15-GAL
DRUM
RhoChe
m
SF (INC02)
46 Pepper Spray $182.31 30-GAL
DRUM
RhoChe
m
SF (INC02)
47 Propane Tank (5-
Gal Recyclable)
$14.00 EACH Cylinder
Depot
RE
48 Sharps $131.60 EACH

CONTAIN
ER
Sharps
Solution
s
TN/LF
49 Solar Panels $90.05/55-
Gal
55-GAL
DRUM
RhoChe
m
LF (LF07)
50 Water-Based Paint $155.00 55-GAL
DRUM
Acrylate
x
RU
51 What Is Your
Firm's Minimum
Call Out Charge?
$201.00
*Please note, waste streams listed as CBC will be quoted based on approved waste profile.

PRICING – SUPPLIES

INCLUDED IN CONTRACT BUDGET
# ITEM AMOUNT COMMENTS
1 Poly Drum – 55-Gal
New
$67.00
2 Poly Drum – 55-Gal Reconditioned $43.00
3 Poly Drum – 30-Gal New $41.00
4 Poly Drum – 30-Gal Reconditioned $43.00
5 Poly Drum – 15-Gal
New
$48.00
6 Poly Drum – 15-Gal Reconditioned $39.00
7 Poly Drum – 5-Gal New $11.00
8 Poly Drum – 5-Gal
Reconditioned
$N/A
9 Steel Drum – 85-Gal Overpack - New $294.00
10 Steel Drum – 85-Gal Overpack -
Reconditioned
$113.00
11 Steel Drum - 55 Gal 17e - New $63.00
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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# ITEM AMOUNT COMMENTS
12 Steel Drum - 55 Gal 17e -
Reconditioned
$43.00
13 Steel Drum - 55 Gal
17h - New
$63.00
14 Steel Drum - 55 Gal 17h -
Reconditioned
$43.00
15 Drum Liners (Each) $4.00 Drum Line 2 mil.
16 Full Face Respirator Cartridge $29.00
17 Pallet Box/Triwall $77.00
18 RCRA Labels
(Pack/Roll)
$57.00
19 Safety Glasses $3.00
20 Tyvek Lab Coat $82.00
21 Vermiculite Bag #3 $41.00
22 Potassium
Iodine-Starch Test Paper
$15.00
23 Chlorine Halogen Test Kit $15.00
24 Ph Paper $15.00
17 Pallet Box/Triwall $77.00
18 RCRA Labels
(Pack/Roll)
$57.00
19 Safety Glasses $3.00
20 Tyvek Lab Coat $82.00
PRICING – PERSONNEL/STAFFING – HHW CENTER AND EMERGENCY

RESPONSE

INCLUDED IN CONTRACT BUDGET
THE CITY WILL NOT PAY FOR VEHICLE STANDBY. A MAXIMUM OF 1 HOUR OF TRAVEL TIME WILL BE AUTHORIZED (EACH DIRECTION).
# POSITION YOUR FIRM’S HOURLY OT RATE COMMENTS

STAFF POSITION RATE (PLEASE USE

TITLE ADDITIONAL

PAGE(S) AS

NEEDED)
1 Hazardous
Material
Technician
Environmental
Specialist
$48.00 $71.00
2 Technician Field Technical
and/or
Environmental
Technician
$39.00 $60.00
3 Project
Manager
Project Manager $57.00 $85.00
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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# POSITION YOUR FIRM’S HOURLY OT RATE COMMENTS
(PLEASE USE

ADDITIONAL

PAGE(S) AS

NEEDED)
4 Labor Clock
Begins:

Upon departure
from vendor
location
5 Labor Clock
Ends:

Upon departure
from Customer’s
location
PRICING – VEHICLES/BINS

INCLUDED IN CONTRACT BUDGET
# VEHICLE HOURLY
RATE
DAILY
RATE

OTHER NOTIFICATION

REQUIRED

COMMENTS
(PLEASE USE

ADDITIONAL

PAGE(S) AS

NEEDED)
1 40-48-foot dry van
w/liftgate (specify
length) -–nonroutine
shipment
$120.00 $ DAYS Includes
Driver/Operator
2 42 Foot End
Dump
$ $ CBC DAYS
3 Semi-Truck
Capable of
Hauling One
40=cubic yard bin
or two 20-cubic
yard bins
$145.00 $ DAYS Includes
Driver/Operator
4 40-cubic yard
bin
$ $18.00 DAYS
5 20-cubic yard
bin
$18.00 DAYS
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2020 EMERGENCY RESPONSE

PRICING

INCLUDED IN CONTRACT
BUDGET
Emergency Response Hotline (877) 577-2669
Item Price
UOM
Price OT Price (if
applicable)
Premium Price
(if applicable)
Bio-Haz Technician Per
Hour
$151.00 $226.50 $302.00
Chemist Per
Hour
$115.00 $172.50 $230.00
Administrative Support Per
Hour
$65.00 $97.50 $130.00
Equipment
Operator/Truck
Driver/Boat
Operator
Per
Hour
$110.00 $165.00 $220.00
Foreman Per
Hour
$105.00 $157.50 $210.00
Industrial Hygienist Per
Hour
$195.00 $292.50 $390.00
Project Manager Per
Hour
$165.00 $247.50 $330.00
Senior Engineer Per
Hour
$145.00 $217.50 $290.00
Senior Project Manager Per
Hour
$195.00 $292.50 $390.00
Supervisor Per
Hour
$135.00 $202.50 $270.00
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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Item Price
UOM
Price OT Price (if
applicable)
Premium Price
(if applicable)
Technician Per
Hour
$95.00 $142.50 $190.00

PERSONAL PROTECTIVE EQUIPMENT

INCLUDED IN CONTRACT BUDGET
Item Price UOM Price
Acid Gas W/ HEPA Per Changeout $54.00
Air Bottles - SCBA Per Changeout $42.00
Boot Covers Per Pair $17.50
Chemical Boots Per Pair $135.00
Full-Face Respirator Per Changeout $383.00
Half-Face Respirator Per Changeout $40.00
Haz-Mat Boots Per Pair $145.00
Latex Gloves Per Pair $2.00
Leather Gloves Per Pair $16.50
Level B w/ Barricade Per Changeout $575.00
Level B w/ Polytyvek Per Changeout $455.00
Level B W/ Saranex Per Changeout $475.00
Level C w/ Barricade Per Changeout $240.00
Level C w/ Polytyvek Per Changeout $155.00
Level C w/ Saranex Per Changeout $180.00
Neoprene Gloves Per Pair $16.50
Nitrile Gloves Per Pair $18.00
Tyvek Per Each $25.00
Tyvek - Barricade Per Each $115.00
Tyvek - Polycoated Per Each $35.00
Tyvek - Saranex Per Each $55.00
Level A PPE Per Changeout $1,450.00
Level D Suit Per Changeout $55.00
Level A Suit Per Changeout $1,250.00
Defender Cartridge Per Changeout $52.00
Acid Gas Cartridge Per Changeout $38.00
Defender Cartridge
W/HEPA
Per Changeout $47.00
Acid Gas W/ HEPA Per Changeout $54.00
Air Bottles - SCBA Per Changeout $42.00
Boot Covers Per Pair $17.50
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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SUPPLIES

INCLUDED IN CONTRACT BUDGET
Item Price UOM Price
110G Overpack Each $395.00
15G Over Pack Each $115.00
275G Tote Each $535.00
30G Closed Head Each $118.00
30G Poly Overpack Each $118.00
55G Closed Head Metal Each $120.00
55G Overpack Metal Each $120.00
55G Closed Head Poly Each $120.00
55G Overpack Poly Each $120.00
5G Pail Each $29.00
85G Overpack Each $295.00
Biocide (G) Each $84.00
Cubic Yard Box Each $175.00
Drum Liner Each $9.50
Hand Tools Each $42.00
Mercon-X (Mercury encapsulant) - (G) Each $200.00
Oil Dry Per Bag $22.00
Oil Only Boom 5"x10" Per Bundle $195.00
Oil Only Boom 8"x10" Per Bundle $290.00
Oil Only Pads Per Bundle $150.00
Oil Only Pillows Per Bag $160.00
Oil Snare on a Rope Per Bundle $155.00
Vermiculite Per Bag $55.00
Virex (TB Cleaner) - (G) Each $84.00
DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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EQUIPMENT

INCLUDED IN

CONTRACT
BUDGET
Item Price UOM Price
Air Compressor (<50 CFM
w/100' hose)
Per Day $195.00
Air Compressor (50-100
CFM w/ 100' hose)
Per Day $325.00
Air Compressor (>150 CFM
w/100' hose)
Per Day $515.00
Air Compressor Hose (per
50' length)
Per Day $42.00
Basement Sump Pump Per Usage $70.00
Box Truck w/ liftgate Per Hour $130.00
Centrifugal pump (1") Per Usage $200.00
Centrifugal Pump (2") Per Usage $265.00
Chemical Transfer Hose (1")
per 10' length
Per Usage $71.00
ER Trailer Per Hour $125.00
Fire Hose per 50' Per Usage $42.00
FRAC Tank (20k Gallons) Per Day $125.00
Generator (<2500 watt) Per Day $165.00
Generator (2500-5000 watt) Per Day $250.00
Manual Transfer Pump Per Usage $105.00
Pickup Truck Per Hour $55.00
Pneumatic Chemical Pump
(1")
Per Usage $500.00
Pneumatic Pump (2") Per Usage $235.00
Pneumatic Pump (3") Per Usage $280.00
Roll-Off Container (20 yd) Per Day $65.00
Pneumatic Pump (2") Per Usage $235.00
Pneumatic Pump (3") Per Usage $280.00
Roll-Off Container (20 yd) Per Day $65.00
Roll-Off Truck Per Hour $145.00
Stake Bed Per Hour $83.00
Submersible Pump (1") Per Usage $135.00
Submersible Pump (2") Per Usage $155.00
Submersible Pump (3") Per Usage $210.00
Super Sucker Per Hour $300.00
Tractor / Drum Trailer Per Hour $130.00
Tractor w/ Flatbed Per Hour $130.00
Tractor w/ Tanker Per Hour $145.00
Transfer Hose (1") per 10'
Length
Per Usage $25.00
Transfer Hose (2") per 10'
length
Per Usage $40.00
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Item Price UOM Price
Transfer Hose (3") per 10'
length
Per Usage $44.00
Vacuum Straight Truck Per Hour $145.00
Vacuum Tractor Trailer Per Hour $165.00
Vacuum Truck - Stainless
Steel
Per Hour $200.00
Standard Pricing
• Pricing is based on the information provided and will be confirmed following receipt of a completed waste profile. All pricing is pending profile approval and/or waste sample analysis.
• Pricing is based on the volume assumptions provided. CLEAN EARTH reserves the right to adjust pricing if waste quantity differs from what was provided. • Transportation, labor and equipment is portal to portal, and requires a four-hour minimum unless otherwise specified.
• Unless otherwise specified, transportation rates include one hour of loading at the customer facility. Demurrage rates will apply after one hour and will be billed in 15- minute increments.
• All invoices are subject to applicable Federal, State, and local taxes & fees as well as an Energy & Insurance recovery charge tied to the National monthly average price for diesel fuel as published by the Department of Energy. • E-Manifest Fee's will be applied
Regular & Overtime Rates
• Regular Hours: first 8 hours Monday to Friday, 4:30 AM to 7:30 PM – travel time is calculated as part of hours
• Overtime Hours: any hours above 8 hours Monday to Friday, 4:30 AM to 7:30 PM
• Double Time Hours: any hours outside of Regular Hours and on Public Holidays • Overtime and Double Time Rates only apply to labor/employee time.

Waste Specific Conditions
• Disposal prices for gas cylinders are for those with original label, operable valve and in acceptable DOT shipping condition.
• Unknown identification fee of $350 may be charged for each unknown gas that is sampled and analyzed
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• A confirmation fee of $200 may be charged for each suspected gas that requires confirmation due to lack of original label. If results do not match suspected contents, then unknown ID rate will apply along with additional disposal costs if applicable.
• Batteries not in original manufacturer’s packaging must have both ends taped to avoid arc. Additional fees may apply if CLEAN EARTH personnel must tape the battery ends.

General Disposal Terms and Conditions
• Bulk waste is typically defined as tanker or roll-off loads. • Non-bulk waste means drums, boxes, totes, pails, bags, and cubic yard boxes and other containerized waste.
• Electronic profiling is included in the price. Paper profiles will be charged at $50 each.
• Unless otherwise specified, prices quoted do not include the following:
• Radioactive Waste
• Biohazard or Infectious Waste
• Explosives of any type
• Liquid or free mercury
• Isocyanates
• Reactive materials (metals, solids, liquids)
2020 Emergency Response Pricing Conditions
Labor
• All labor shall be billed at a four-hour minimum, portal to portal. • Definition of Personnel Hours:
o Straight Time Hours: Monday -Friday, 7 am – 3 pm
o Overtime Hours: Monday-Friday, 3 pm – 7 pm
Saturday First 8 hours
• Premium Time Hours – All times not listed above, including Sundays, holidays, and all time above eight hours on Saturday and above twelve hours on any day. Labor on navigable waters is subject to a 15% surcharge.
• Per Diem will be charged for all responses requiring overnight stays, this will be charged at cost + 20%.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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Equipment and Vehicles
• Equipment, vehicles, etc., shall be billed portal to portal with a four-hour minimum. • Pricing for equipment, vehicles, boats, etc., does not include any decontamination fees, if required. Additionally, it does not include any applicable mileage fees, mobilization or demobilization fees, delivery and pick-up charges, fuel costs, or fuel surcharges.

Miscellaneous Fees and Notations
• All fees are subject to a 15% Energy and Insurance (E&I) charge at the current contractor published rate for the month that service occurs. • The number of change-outs of Personnel Protective Equipment (PPE) is based on the conditions occurring in the work area. PPE shall be billed on change data frequency that conforms to safety practices to prevent exposure to employees during the work activity.
• The Contractor may substitute products of equal quality and construction without affecting the performance, with approval of the City.
• Any services, supplies, recycling disposal, vehicles, or equipment not listed or subcontracted in conjunction with the response will be invoiced at cost + 25%.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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Exhibit C
Environmental Consultants/Contractors Insurance Requirements Consultant/Contractor (hereinafter referred to as “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:

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 a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate.

5. Pollution Liability: Insurance appropriate to the work being performed under this Agreement, with a limit of not 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.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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Other Insurance Provisions

1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
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, CGL Additional Insured will be provided on Additional Insured Endorsement Form 17. 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. Transportation Pollution Liability: The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance covering materials to be transported by the Consultant pursuant to this Agreement. This coverage may also be provided through the Pollution Liability policy. d. 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.
e. 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 anyloss. 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.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City of Santa Monica for all work performed by the Contractor, its employees, agents and subcontractors.

DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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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 or Pollution Liability policy provides “claims made” coverage:
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. 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.

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 DocuSign Envelope ID: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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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: 8165EE55-E3C5-4FC9-866C-C1CA580A2A8F

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Packet Pg. 133 Attachment: Attachment A - CT 11051 (CCS) - Clean Earth (Original) (7414 : Clean Earth 5th Contract Modification) 1 FIRST MODIFICATION OF AGREEMENT NO. 11051 (CCS)
This First Modification of Agreement Number 11051 (CCS) (“First Modification”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and CLEAN EARTH ENVIRONMENTAL SERVICES, INC (“Contractor” or “CLEAN EARTH”) is made with reference to the following:

RECITALS
A. On or about January 19, 2021, the City and CLEAN EARTH entered into Agreement Number 11051 (CCS) for Household Hazardous Waste Services (“Original Agreement”).

B. The City and CLEAN EARTH desire to modify the Original Agreement to specify and include pricing for Household Hazardous Waste Residential Door-to-Door Collections by CLEAN EARTH.

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

1. Exhibit B of the Original Agreement shall be modified to include the following table listing the pricing for Household Hazardous Waste Residential Door-to-Door Collections as shown below:

PRICING
# CATEGORY PER UNIT FEE MINIMUM

GUARANTEED
AMOUNT

ANNUALLY

MAXIMUM NOT

TO EXCEED
AMOUNT

ANNUALLY
1 HHW Residential
Door-to-Door
Collection
$79.00/resident (pick-up) $ N/A $N/A
2 In-House Facility $ See PRICING – PICKUP AND DISPOSAL OF

HAZARDOUS WASTE
Table Below
$ $

2. 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. ///
DocuSign Envelope ID: 0EA92E3A-F655-4037-8845-E52F14404D59 3/22/2021

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Packet Pg. 134 Attachment: Attachment B - CT 11051 (CCS) - Clean Earth (Mod 1) (7414 : Clean Earth 5th Contract Modification) 2 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:
______________________________
GEORGE S. CARDONA
Interim City Attorney

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________

LANE DILG
Interim City Manager

CLEAN EARTH ENVIRONMENTAL
SERVICES, INC.

By: _______________________________

SUSAN CASHION
Sales Director, SW Region
DocuSign Envelope ID: 0EA92E3A-F655-4037-8845-E52F14404D59 3/16/2021
3/17/2021
3/22/2021 3/23/2021

4.C.b
Packet Pg. 135 Attachment: Attachment B - CT 11051 (CCS) - Clean Earth (Mod 1) (7414 : Clean Earth 5th Contract Modification) 1 SECOND MODIFICATION OF AGREEMENT NO. 11051 (CCS)
This Second Modification of Agreement Number 11051 (CCS) (“Second Modification”), entered into as of (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and CLEAN EARTH ENVIRONMENTAL SOLUTIONS, INC., a Delaware corporation by and through any of its subsidiaries or affiliates (“CLEAN EARTH”) is made with reference to the following:

RECITALS
A. On or about 1/19/2021, the City and CLEAN EARTH entered into Agreement Number 11051 (CCS) for Household Hazardous Waste Services (“Original Agreement”).

B. On or about 3/22/2021, the City and CLEAN EARTH entered into a First Modification of Agreement Number 11051 (CCS) (“First Modification”) which specified and included pricing for Household Hazardous Waste Residential Door-to-Door Collections by CLEAN EARTH.

The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.”
C. The City and CLEAN EARTH desire to modify the Original Agreement to state increases to the agreement prices for Household Hazardous Waste Door-to-Door Services and specified Household Hazardous Waste Services.

D. The legal entity name for CLEAN EARTH was inadvertently misnamed in the Original Agreement. The City and CLEAN EARTH desire to correct this error.

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

1. Name Change. All references to CLEAN EARTH ENVIRONMENTAL SERVICES, INC. shall be deleted in their entirety and replaced with CLEAN EARTH ENVIRONMENTAL SOLUTIONS, INC.

2. Exhibit B Modified. Exhibit B of the Agreement is hereby deleted in its entirety and replaced with Exhibit B-1, which is incorporated by reference into this Second Modification.

3. Section 6.2 Modified. Section 6.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

6.2 All notices, demands, requests or approvals to:

CLEAN EARTH:

Clean Earth Environmental Solutions, Inc.
933 First Avenue, Suite 200
King of Prussia, PA 19406
Attn: Legal
With a copy to:

DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708 01/19/2024

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Packet Pg. 136 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) 2 [email protected]

4. Section 10.3 Added. Section 10 of the Agreement is hereby modified to add a new Section

10.3 as follows:

10.3 In no event shall either party be liable under this Agreement for consequential, indirect, incidental, special, liquidated, exemplary, punitive or enhanced damages, lost profit or revenues, or diminution in value, arising out of, relating to, or in connection with any breach of this Contract, regardless of (A) whether such damages were foreseeable, (B) whether or not it was advised of the possibility of such damages and (C) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.

5. Section 14.3 Added. Section 14 of the Agreement is hereby modified to add a new Section

14.3 as follows:

14.3 CLEAN EARTH may terminate this Agreement for any reason by giving the City thirty (30) days’ written notice.

6. 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).

7. Other Terms in Full Force and Effect. Except as expressly modified by this Second 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.

DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 137 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) 3 ATTEST:

CITY OF SANTA MONICA,
a municipal corporation
By:

NIKIMA NEWSOME
Interim City Clerk
APPROVED AS TO FORM:

DOUGLAS T. SLOAN
City Attorney

DAVID WHITE
City Manager

CLEAN EARTH ENVIRONMENTAL SOLUTIONS,
INC.

By:
kk

MINDY RATH,
Senior Vice President of HAZ Sales
/////
/////
/////
/////
Rev. October 2023
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 138 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) 4 Exhibit B-1
Budget
The contract budget shall not exceed $168,000 per year for hazardous waste services required by the Resource Recycling, and Recovery Division for an initial term of three years for a total amount not to exceed $504,000 with two additional one-year renewal options in the amount of $176,000 for Renewal Option, Year One, and $184,000 for Renewal Option, Year Two, for hazardous waste removal and transport services. Future year funding is contingent on Council budget approval.

Renewal option years 1 and 2 are compensated at an increase based on a mutually agreeable index such as the Consumer Price Index. In addition, Contractor may apply additional increases to cover extraordinary or unexpected increases in disposal costs at the incinerators, landfills, etc., for a total amount not to exceed $864,000 over a five-year period, and subject to budgetary approval by the City Council.

City of Santa Monica HHW/Emergency Response Pricing Matrix - Proposed Rates for 2024 Renewal Door to Door (D2D) Stop Rate Current Contract Rates
Contract Name Description Process Code D2D Rate D2D UOM Expiring 1/19/2024 #1
HHW Residential Door‐to‐Door
(D2D) Collections
Door‐to‐Door Stop Fee ‐ Stop fee will be applied per pick‐up.

Stop fee accounts for labor, equipment and transportation. In addition to stop fee, disposal and supplies for waste collected will be invoiced. Disposal and supply pricing is outlined below.

Stop fee includes 15 minutes per pickup. Each additional minute will be invoiced at $5.00 per minute. ADMTDLE $ 131.00 Resident Pick‐Up $79.00/Pick‐Up (This rate is
all inclusive of labor,
supplies and disposal)
Fixed Facility Stop Rate Current Contract Rates
Contract Name Description Process Code D2D Rate D2D UOM Expiring 1/19/2024 Fixed Facility Stop Fee/Transportation Rate ‐ A transportation stop fee of $650.00 will be applied when shipping materials $201.00/Minimum Call Out #1 Fixed Collection Facility Pickup from the fixed facility. TRSTOP $ 650.00 Per Haul Charge Disposal (D2D & Facility)
Contract Additional Facility Facility Current Contract Rates Number Contract Name Description Process Code Process D2D Rate D2D UOM Rate UOM Expiring 1/19/2024 Code
#1 Absorbent/Oil OIL FOR FUELS, COMMODITY PACK AF07 $2.25 LB $375.00 55 Gal $118.00/55 Gal
$595.00/Triwall
#1 Absorbent/Oil ABSORBENT/GASOLINE/OIL AF17 $2.15 LB $355.00 55 Gal #1 Absorbent/Oil OIL WITH WATER LF08 $1.25 LB $155.00 55 Gal #2 Aerosol Cans AEROSOLS, FLAMMABLE AF08 $1.45 LB $245.00 55 Gal #2 Aerosol Cans AEROSOLS, PAINTS, POISONS ‐ FOR INCINERATION INC01 $3.75 LB $525.00 55 Gal #2 Aerosol Cans AEROSOLS, PESTICIDES, ADHESIVES INC02 $3.75 LB $529.00 55 Gal #3 Alkaline Batteries ALKALINE BATTERIES FOR RECYCLE REC24 DIR01 $0.85 LB $0.85 LB $1.02/LB #4 Asbestos ASBESTOS LF11 DIR01 $0.75 LB $225.00 55 Gal $561.00/Triwall DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 139 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract 5 #5 ‐ #10 Asbestos Friable N/A $CBC $CBC $CBC
$CBC
$247.00/55 Gal
$0.52/LB
$287.50/5 Gal
$CBC
$14.00/Each
$CBC
$2.00/Each
$0.14/Per Ft.
#11 ‐ #16 Asbestos Non‐Friable N/A $CBC $CBC
#17 Asphalt Emulsion ASPHALT EMULSION AF01 $0.65 LB $185.00 55 Gal #17 BULK FUELS/PETROLEUM DISTILLATES FUEL BLEND AF01 $0.65 LB $185.00 55 Gal #17 BULK FUELS/PETROLEUM DISTILLATES FUEL BLEND AF02 $0.75 LB $215.00 55 Gal #17 BULK FUELS/PETROLEUM DISTILLATES FUEL BLEND AF03 $0.95 LB $267.00 55 Gal #17 BULK FUELS/PETROLEUM DISTILLATES FUEL BLEND AF04 $1.40 LB $395.00 55 Gal #17 Asphalt Emulsion ASPHALT EMULSION AF02 $0.75 LB $215.00 55 Gal #17 Asphalt Emulsion ASPHALT EMULSION AF03 $0.95 LB $267.00 55 Gal #17 Asphalt Emulsion ASPHALT EMULSION AF04 $1.40 LB $395.00 55 Gal #18 Batteries LITHIUM IONBATTERIES REC09‐1 DIR01 $0.84 LB $0.84 LB #18 Batteries LITHIUM BATTERIES REC09 DIR01 $5.00 LB $5.00 LB #18 Batteries NICAD BATTERIES ‐ UNIVERSAL WASTE REC11 DIR01 $1.50 LB $1.50 LB #18 Batteries LEAD ACID BATTERIES ‐ UNIVERSAL WASTE REC05 DIR01 $0.55 LB $0.55 LB #19 ‐ #20 Batteries ‐ Burned Lithium Ion N/A $CBC $CBC
#21 ‐ #22 Batteries‐ Lead Broken N/A $CBC $CBC
#23 BBQ Tanks PROPANE CYLINDERS REC61 DIR01 $23.00 Each $23.00 Each Cannot accept this
#24 Bio‐Hazardous Waste waste stream $N/A $N/A
#25 Bulb ‐ Biax LAMPS/BULBS ‐ UNIVERSAL WASTE REC42 $1.95 LB $1.95 LB #26 Bulb ‐ 4 Ft. Fluorescent Tube FLUORESCENT LIGHT TUBES REC06 $0.18 Per Ft $0.18 Per Ft #27 Bulb ‐ HID LAMPS/BULBS ‐ UNIVERSAL WASTE REC42 $1.95 LB $1.95 LB $2.46/Each #28 Bulb ‐ U‐Tube LAMPS/BULBS ‐ UNIVERSAL WASTE REC42 $1.95 LB $1.95 LB $2.46/Each #29 ‐ #32 Chlorinate Oil INC09 $1.75 LB $396.00 55 Gal $262.51/55 Gal #33 Cylinders OXYGEN, NITROGEN GAS CYLINDER INC03‐3LE $450.00 Each $450.00 Each #33 Cylinders CARBON DIOXIDE CYLINDER REC63 $45.00 Each $45.00 Each $CBC Debris Contaminated with
#34 Combustible Liquid ABSORBENT CONTAMINATED WITH OIL AND DEBRIS LF07 $0.50 LB $155.00 55 Gal $90.05/55 Gal #35 E‐Waste UNIVERSAL WASTE‐ MISC. E‐WASTE REC55 DIR01 $0.71 LB $0.71 LB $0.71/LB #36 Fire Extinguishers FIRE EXTINGUISHERS REC60 DIR01 $23.00 Each $23.00 Each $10.00/Each $682.00/Triwall
$3.75/Each
$167.00/5 Gal PaintCare (No
Charge)
$118.00/55 Gal
$271.00/55 gal
$87.55/5 Gal
$14.00/Each
$131.60/Each Container
$90.05/55 Gal
PaintCare (No Charge)
#37 Flammable Solid FLAMMABLE SOLIDS, LOOSEPACK INC15‐D1 $8.00 LB $8.00 LB #38 ‐ #39 Mapp Gas MAPP GAS, LECTURE SIZE REC64 $10.00 Each $10.00 Each #40 Mercury Devices ELEMENTAL MERCURY IN SMALL CONTAINER, NO MERCURY CM REC13 $65.00 LB $425.00 5 Gal #41 Oil Based Paint (PaintCare) OIL BASE PAINT (PAINTCARE) AF06 PaintCare No Charge No Charge #42 Oily Rags OILY RAGS LF07 $0.50 LB $155.00 55 Gal
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 140 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract 6 #43 Pesticides PESTICIDES, SOLIDS REQUIRES INCINERATION INC14‐F $2.00 LB $275.00 55 Gal #44 ‐ #46 Pepper Spray TBD $CBC $CBC
#47 Propane Tank Small SMALL SIZE PROPANE CYLINDERS REC61‐1 DIR01 $10.00 Each $10.00 LB #47 Propane Tank PROPANE CYLINDERS REC61 DIR01 $23.00 Each $23.00 LB #48 Sharps DIR01 Cost + 25% Cost + 25%
#49 Solar Panels(Accepted as E‐waste) TBD $CBC $CBC
Water Based Paint/Latex Paint
#50 (PaintCare) LATEX PAINT ‐ PAINTCARE REC49 PaintCare No Charge No Charge Disposal ‐ Additional Waste Streams(D2D & Facility)
Description Process Code
Additional
Process
Code
D2D Rate D2D UOM Facility
Rate
Facility
UOM
Current Contract Rates
Expiring 1/19/2024
Oil Based Paint AF06 $1.55 LB $225.00 55 Gal
Waste streams not priced
in contract. Added through
quotes/addendums. Rates
varied.

PAINT RELATED MATERIAL AF06‐1 $2.75 LB $445.00 55 Gal
ORG PEROXIDES LOOSEPACK INC15‐E2 $8.00 LB $8.00 LB
BUTANE LIGHTERS ‐ LOOSEPACK INC19‐6 $2.25 LB $2.25 LB
NONRCRA HAZARDOUS WASTE, SOLID (PLASTER, GROUT) LF06 $1.25 LB $155.00 55 Gal USED OIL FILTERS ‐ LANDFILL LF07 $0.50 LB $155.00 55 Gal USED OIL FILTERS ‐ RECYCLE REC10 $1.25 LB $132.00 55 Gal ANTIFREEZE, RECYCLE REC08 $0.65 LB $105.00 55 Gal
TREATABLE OXIDIZER, LABPACK STAB06‐6 $11.00 LB $1,350.00 55 Gal LAB PACK, TREATMENT, INORGANIC ACIDS WAT16‐A $2.00 LB $425.00 55 Gal LAB PACK, TREATMENT, INORGANIC BASES WAT16‐B $2.00 LB $425.00 55 Gal Supplies
Contract
Number
Contract Name Process Code
Additional
Process
Code
D2D Rate D2D UOM Facility
Rate
Facility
UOM
Current Contract Rates
Expiring 1/19/2024
#1 Poly Drum ‐ 55 gal new SPDP55NO SPDP55NC $101.00 Each $101.00 Each $67.00/Each #2 Poly Drum ‐ 55 gal reconditioned SPDP55UO SPDP55UC $76.00 Each $76.00 Each $43.00/Each #3 Poly Drum ‐ 30 gal new SPDP30NO SPDP30NC $68.00 Each $68.00 Each $41.00/Each #4 Poly Drum ‐ 30 gal reconditioned NA NA NA NA NA NA $43.00/Each #5 Poly Drum ‐ 15 gal new SPDP15NO SPDP15NC $68.00 Each $68.00 Each $48.00/Each #6 Poly Drum ‐ 15 gal reconditioned NA NA NA NA NA NA $39.00/Each #7 Poly Drum ‐ 5 gal new SPDP05NO SPDP05NC $34.00 Each $34.00 Each $11.00/Each #8 Poly Drum ‐ 5 gal reconditioned NA NA NA NA NA NA NA #9 Steel Drum ‐ 85 gal overpack new SPDM85NO SPDM85NC $256.00 Each $256.00 Each $294.00/Each #10 Steel Drum ‐ 85 gal overpack reconditioned NA NA NA NA NA NA $113.00/Each #11 Steel Drum ‐ 55 gal 17e new SPDM55NO SPDM55NC $113.00 Each $113.00 Each $63.00/Each #12 Steel Drum ‐ 55 gal 17e reconditioned SPDM55UO SPDM55UC $90.00 Each $90.00 Each $43.00/Each #13 Steel Drum ‐ 55 gal 17h new SPDM55NO SPDM55NC $113.00 Each $113.00 Each $63.00/Each #14 Steel Drum ‐ 55 gal 17h reconditioned SPDM55UO SPDM55UC $90.00 Each $90.00 Each $43.00/Each #15 Drum Liners(each) SPLINED $8.00 Each $8.00 Each $4.00/Each #16 Full Face Respirator Cartridge Quote as needed $29.00/Each #17 Cubic Yard Box SPBXCYB $111.00 Each $111.00 Each $77.00/Pallet Triwall #18 RCRA Labels(pack/roll) Quote as needed $57.00/Each
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 141 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract 7 #19 Safety Glasses Quote as needed $3.00/Each
#20 Tyvek Lab Coat Quote as needed $82.00/Each
#21 Vermiculite Bag #3 SPVERM $52.00 Each $52.00 Each $41.00/Each #22 Potassium Iodine‐Starch Test Paper Quote as needed $15.00/Each #23 Chlorine Halogen Test Kit Quote as needed $15.00/Each #24 Ph Paper Quote as needed $15.00/Each
Personnel/Staffing ‐ HHW Facility Current Contract Rates Contract
Number Contract Name Description Process Code Rate UOM OvertimeRate UOM Expiring 1/19/2024 #1 Portal to portal LBENVSST/LBENVSOT $65.00
Hour(4
$96.00 Hour
$48.00/Standard Time Per
Environmental Specialist hr. min) Hour, $71.00/OT Per Hour #2 Portal to portal LBENVTST/LBENVTOT $57.00
Hour(4
$87.00 Hour
$39.00/Standard Time Per
Environmental Technician hr. min) Hour, $60.00/OT Per Hour #3 Portal to portal LBPROMST/LBPROMOT $99.00
Hour(4
$148.00 Hour
$57.00/Standard Time Per
Project Manager hr. min) Hour, $85.00/OT Per Hour
Additional Hour(4 Rate not included in
Items Chemist Portal to portal LBCHEMST/LBCHEMOT $72.00 hr. min) $106.00 Hour original contract Personnel/Staffing ‐ HHW Facility Current Contract Rates Expiring 1/19/2024 *For
Emergency Response
Rates, please reference
matrix in original
agreement
See Attached Clean Earth Emergency Response Rate List for 2024 (Rates update annually as of Jan 1st) *Flat 10% E&I Fee will apply to all invoices.
*Please note ‐ Conversion chart will be used to convert 55 galratesto alternative containersizes. Per Pound Minimums and Standard Minimums Apply.

Standard Pricing Conditions:
 Pricing is based on the information provided and will be confirmed following receipt of a completed waste profile. All pricing is pending profile approval and/or waste sample analysis.  Pricing is based on the volume assumptions provided. Clean Earth reserves the right to adjust pricing if waste quantity differs from what was provided.  A minimum charge of $350 applies to all invoices.
 Transportation, labor and equipment is portal to portal, and requires a four hour minimum unless otherwise specified.  Unless otherwise specified, transportation rates include one hour of loading at the customer facility. Demurrage rates will apply after one hour and will be billed in 15 minute increments.  All invoices are subject to applicable Federal, State, and local taxes & fees as well as an Energy & Insurance recovery charge fixed at 10%.  E‐Manifest Fee of $25 will be applied
 In order to offer the safest and most complete services, we may need to apply price adjustments as necessary to cover costs that are beyond our control such as extraordinary or unexpected increases in disposal costs, regulatory change
Waste Specific Conditions
 Disposal prices for gas cylinders are for those with original label, operable valve and in acceptable DOT shipping condition. o Unknown identification fee of $350 may be charged for each unknown gas that is sampled and analyzed o A confirmation fee of $200 may be charged for each suspected gas that requires confirmation due to lack of original label. If results do not match suspected contents, then unknown ID rate will apply along with additional disposal costs if applicable.

DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 142 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract 8 o Inoperable valve fee: No charge for Category A cylinders. For Categories B thru E, a tapping fee of $350 per cylinder will apply regardless of size of cylinder. For categories F & G, inoperable valve fee will be Case‐by‐Case.
 Batteries not in original manufacturer’s packaging must have both ends taped to avoid arc. Additional fees may apply if Clean Earth personnel must tape the battery ends.

General Disposal Terms and Conditions
 Bulk waste is typically defined as tanker or roll‐off loads.  Non‐bulk waste means drums, boxes, totes, pails, bags, and cubic yard boxes and other containerized waste.  Electronic profiling is included in the price. Paper profiles will be charged at $50 each.  Unless otherwise specified, prices quoted do not include the following:
o Radioactive Waste
o Biohazard or Infectious Waste
o Explosives of any type
o Liquid or free mercury
o Isocyanates
o Reactive materials (metals, solids, liquids)
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 143 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract 9 DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 144 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY RESPONSE PRICING
ER Hotline (877) 577-2669
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 145 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 2 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Table of Contents
Labor Page 3
Personal Protective Equipment Page 4
Supplies Page 5
Equipment Page 6 & 7
Pricing Conditions Page 8
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 146 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 3 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Labor
Item Price UOM Price OT Price (If
applicable)
PremiumPrice
(If applicable)2
Bio-Haz Technician Per Hour $180.31 $270.46 $360.61
Chemist Per Hour $137.21 $205.82 $274.43
Administrative Support Per Hour $78.25 $117.37 $156.49
Equipment Operator/Truck Driver/Boat Operator Per Hour $131.54 $197.32 $263.09 Foreman Per Hour $125.87 $188.81 $251.75
Industrial Hygenist Per Hour $232.47 $348.71 $464.94
Project Manager Per Hour $197.32 $295.97 $394.63
Senior Engineer Per Hour $173.50 $260.25 $347.00
Senior Project Manager Per Hour $232.47 $348.71 $464.94 Supervisor Per Hour $161.03 $241.54 $322.06
Technician Per Hour $113.40 $170.10 $226.80
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 147 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 4 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Personal Protective Equipment
Item Price UOM Price
Acid Gas W/ HEPA Per Changeout $69.81
Air Bottles - SCBA Per Changeout $55.11
Boot Covers Per Pair $23.27
Chemical Boots Per Pair $173.91
Full-Face Respirator Per Changeout $493.56
Half-Face Respirator Per Changeout $51.44
Haz-Mat Boots Per Pair $187.38
Latex Gloves Per Pair $2.57
Leather Gloves Per Pair $22.04
Level B w/ Barricade Per Changeout $739.74
Level B w/ Polytyvek Per Changeout $585.41
Level B W/ Saranex Per Changeout $611.14
Level C w/ Barricade Per Changeout $308.63
Level C w/ Polytyvek Per Changeout $199.63
Level C w/ Saranex Per Changeout $231.48
Neoprene Gloves Per Pair $22.04
Nitrile Gloves Per Pair $23.27
Tyvek Per Each $33.07
Tyvek - Barricade Per Each $148.19
Tyvek - Polycoated Per Each $45.32
Tyvek - Saranex Per Each $71.03
Level A PPE Per Changeout $1,865.25
Level D Suit Per Changeout $71.03
Level A Suit Per Changeout $1,608.06
Defender Cartridge W/ HEPA Per Changeout $67.36
Acid Gas Cartridge Per Changeout $48.99
Defender Cartridge Per Changeout $61.24
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 148 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 5 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Supplies
Item Price UOM Price
110G Overpack Each $470.61
15G Over Pack Each $137.21
275G Tote Each $637.31
30G Closed Head Each $140.62
30G Poly Overpack Each $140.62
55G Closed Head Metal Each $142.88
55G Overpack Metal Each $142.88
55G Closed Head Poly Each $142.88
55G Overpack Poly Each $142.88
5G Pail Each $35.15
85G Overpack Each $351.54
Biocide (G) Each $100.93
Cubic Yard Box Each $208.66
Drum Liner Each $11.34
Hand Tools Each $51.03
Mercon-X (Mercury encapsulant) - (G) Each $238.14
Oil Dry Per Bag $27.22
Oil Only Boom 5"x10" Per Bundle $232.47
Oil Only Boom 8"x10" Per Bundle $345.87
Oil Only Pads Per Bundle $179.17
Oil Only Pillows Per Bag $190.51
Oil Snare on a Rope Per Bundle $184.84
Universal Absorbent Pads Per Bundle $250.61
Unknown Material ID Kit Each $327.73
Vermiculite Per Bag $65.77
Virex (TB Cleaner) - (G) Each $100.93
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 149 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 6 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Equipment
Item Price UOM Price
Box Truck w/ liftgate Per Hour $155.36
ER Trailer Per Hour $149.69
Pickup Truck Per Hour $65.77
Roll-Off Truck Per Hour $173.50
Tractor / Drum Trailer Per Hour $155.36
Tractor w/ Tanker Per Hour $173.50
Vacuum Straight Truck Per Hour $173.50
Vacuum Truck - Stainless Steel Per Hour $238.14
Roll-Off Container (20 yd) Per Day $78.25
Stake Bed Per Hour $99.79
Super Sucker Per Hour $357.21
Tractor w/ Flatbed Per Hour $155.36
Vactor Dumper Per Hour $292.57
Vacuum Tractor Trailer Per Hour $197.32
Air Compressor (<50 CFM w/100' hose) Per Day $232.47
Air Compressor (50-100 CFM w/ 100' hose) Per Day $387.83 Air Compressor (>150 CFM w/100' hose) Per Day $613.49
Air Compressor Hose (per 50' length) Per Day $51.03
Basement Sump Pump Per Usage $83.92
Centrifugal pump (1") Per Usage $238.14
Centrifugal Pump (2") Per Usage $316.39
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 150 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 7 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Equipment (Continued)
Chemical Transfer Hose (1") per 10' length Per Usage $85.05 Fire Hose per 50' Per Usage $51.03
FRAC Tank (20k Gallons) Per Day $149.69
Generator (<2500 watt) Per Day $197.32
Generator (2500-5000 watt) Per Day $298.24
Manual Transfer Pump Per Usage $125.87
Pneumatic Chemical Pump (1") Per Usage $595.35
Pneumatic Pump (1") Per Usage $149.69
Pneumatic Pump (2") Per Usage $280.10
Pneumatic Pump (3") Per Usage $333.40
Submersible Pump (1") Per Usage $161.03
Submersible Pump (2") Per Usage $184.84
Submersible Pump (3") Per Usage $250.61
Transfer Hose (1") per 10' Length Per Usage $30.62
Transfer Hose (2") per 10' length Per Usage $47.63
Transfer Hose (3") per 10' length Per Usage $53.30
Transfer Hose (4") per 10' length Per Usage $71.44
Utility Trash Pump (2") Per Usage $197.32
Utility Trash Pump (3") Per Usage $221.13
Drum Vac Per Day $378.00
Pressure Washers - 2500 psi Per Day $707.40
Pressure Washers- Hot/Steam Washer Per Day $793.80
DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 151 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) ER Hotline (877)577-2669 Page 8 of 8
The prices quoted shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this proposal, except as required by law or as necessary to perform the subsequent Agreement that may be signed (and then only on a confidential basis satisfactory to both parties). 2024 EMERGENCY

RESPONSE PRICING
Labor
Pricing Conditions
 All labor is billed at a four hour minimum, portal to portal.  Definition of Personnel Hours:

Straight Time Hours: Monday-Friday 7 am - 3 pm
Overtime Hours: Monday-Friday 3 pm - 7 pm
Saturday First 8 hours
 Premium Time Hours - All times not listed above, including Sundays, Holidays, and all above 8 hours on Saturday and above 12 hours on any day. Labor on navigable waters is subject to a 15%surcharge.
 PerDiemwill be charged forall responsesrequiringovernight stays, this will be charged at Cost +20%.

Equipment and Vehicles
 Equipment, vehicles, etc., are billed portal to portal with a four-hour minimum rate.  Pricing for equipment, vehicles, boats, etc., does not include any decontamination fees, if required. Additionally, it does not include any applicable mileage fees, mobilization or demobilization fees, delivery and pickup charges, fuel costs, or fuel surcharges.

Miscellaneous
 All fees are subject to an Energy and Insurance (E&I) charge at the current Clean Earth published rate for the month that service occurs.  The number of change-outs of Personal Protective Equipment (PPE) is based on conditions occurring in the work area. PPE shall be changed at a frequency that conforms to safety practices to prevent exposure to employees during the work activity.
 We reserve the right to substitute products ofequal quality andconstruction without affecting the performance. Brand Names of products are a reference only.
 Any services, supplies, recycling/disposal, vehicles, or equipment not listed or subcontracted in conjunction withthe response will be invoiced at cost+ 25%.

DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 152 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) Price Increase Supporting Documentation
o CONTRACT TERM: Contractually, Clean Earth was not permitted to increase the City’srates since 2021. o DISPOSAL: Many of the disposal / incineration facilities where Clean Earth disposes of the waste materials have become full and notified Clean Earth that they cannot accept any additional materials. This caused Clean Earth to locate alternate disposal facilities, which have double-digit higher priced disposal rates and are farther away from customer site(s), which increased the costs to service account(s) in accordance with our contracts. o SUPPLIES: Supply chain disruptions that began with disruptions caused by COVID and in some cases have been exacerbated by the war in Europe have had significant impacts on Clean Earth's business. Clean Earth has been unable to procure reconditioned drumsthat it has been using for the waste materials. To continue to service account(s), Clean Earth has been forced to purchase new drums, many of which are metal and more expensive than poly drums, which resulted in an unexpected increase in container costs by 40% or more.  A primary nationalsupplier of reconditioned drums has been unable to procure reconditioned drums.  In light ofshortages and tariffsrelated to steel,steel prices are up approximately 254%,thereforemetal drums are much more expensive.
 Vendors delivering drums have increased freight charges and doubled fuelsurcharges to Clean Earth.  Prices for poly totes have also significantly increased. Resin prices for polypropylene containers have been increasing, driven by tight supply for both monomer feedstock and polypropylene. o LABOR: Significant labor market changes have resulted in shortages of qualified drivers to perform the hazardous waste disposal services that Clean Earth provides. Clean Earth has had to pay significantly higher labor ratesto third-parties who provide drivers.
 In California, Clean Earth’s temp agency that provides driversraised rates approximately 25%. o TRANSPORTATION: Significant and steadily increasing fuel prices combined with the significantly increased driver labor rates for qualified drivers, have increased Clean Earth's transportation costs by 100% or more.

Page 1 of 1 ends

DocuSign Envelope ID: 486A9FC5-80F6-4DF3-9FCF-7A249F00F708

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Packet Pg. 153 Attachment: Attachment C - CT 11051 (CCS) - Clean Earth (Mod 2) (7414 : Clean Earth 5th Contract Modification) 1 Rev. October 2023
THIRD MODIFICATION OF AGREEMENT NO. 11051 (CCS)
This Third Modification of Agreement Number 11051 (CCS) (“Third Modification”), entered into as of ________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Clean Earth Environmental Solutions, Inc. Corporation (“Clean Earth”), is made with reference to the following:

RECITALS
A. On or about^01/19/2021, the City and Clean Earth entered into Agreement Number 11051 (CCS) for Household Hazardous Waste Services (“Original Agreement”).

B. On or about^03/22/2021, the City and Clean Earth entered into a First Modification of Agreement Number 11051 (CCS) (“First Modification”), which specified and included pricing for Household Hazardous Waste Residential Door-to-Door Collections by Clean Earth.

C. On or about 01/19/2024, the City and Clean Earth entered into a Second Modification of Agreement Number 11051 (CCS) (“Second Modification”), which increased the agreement prices for Household Hazardous Waste Door-to-Door Services and specified Household Hazardous Waste Services. The Original Agreement, First Modification, and Second Modification may be referred to collectively herein as “the Agreement.”
D. The City and Clean Earth desire to modify the Agreement to include additional pricing addendums for hazardous waste material types not included in the Agreement.

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

1. Exhibit B Modified. Exhibit B of the Agreement is hereby amended to include Exhibit B3, to be approved by the Resource Recovery and Recycling Manager on an as-needed basis, and which is incorporated by reference into this Third Modification.

2. Execution in Counterparts. This Third 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 Third 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).

3. Agreement Remains in 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.

Docusign Envelope ID: 7468C1EA-CE09-48D0-A7A8-0223F8D5CFA9 9/28/2024

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Packet Pg. 154 Attachment: Attachment D - CT 11051 (CCS) - Clean Earth (Mod 3) (7414 : Clean Earth 5th Contract Modification) 2 Rev. October 2023
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
ABC Corporation
#VENDOR
By:
_______________________________
Docusign Envelope ID: 7468C1EA-CE09-48D0-A7A8-0223F8D5CFA9

DOUGLAS SLOAN
9/16/2024
City Attorney
9/27/2024
SVP, Sales and Customer Service
Clean Earth
Mindy Rath
9/28/2024
City Manager
City Clerk David White
9/30/2024
Nikima Newsome

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Packet Pg. 155 Attachment: Attachment D - CT 11051 (CCS) - Clean Earth (Mod 3) (7414 : Clean Earth 5th Contract Modification)

CONFIDENTIAL

Page 1 of 2 ends

CE (Quote) – Addendum_v17_01.13.2023_unlocked
The terms and prices contained herein shall be treated as confidential property and may not be disclosed to others before, during, or subsequent to the terms of this Agreement, except as required by law or as necessary to perform Services (and then only on a confidential basis satisfactory to both parties.

QUOTE - ADDENDUM
April 24, 2024
Manuel Monterrubio
City of Santa Monica
2500 Michigan Ave
Santa Monica, CA 90404-4012
Thank you for allowing Clean Earth Environmental Solutions, Inc. by and through any of its subsidiaries or affiliates ("Clean Earth") to service your waste management needs. This addendum is to add additional services or pricing to your existing agreement with Clean Earth either at your request, or due to items or services performed that are not in your existing pricing schedule with us. Please see the below pricing schedule that will be added to your existing agreement as referenced below.

Pricing Details:

Disposal Charges:

Item Waste Name Description UOM Price Minimums
WAT01-3 Acidic waste water for treatment, greater than 50% acid concentration DR55 $566.00
WAT01-3 Door to Door
Rate (Per Lb)
Acidic waste water for treatment, greater than 50%
acid concentration LB $1.25 Common Container Minimums Apply Assumptions and Conditions:

1. The disposal pricing as listed above is based on the information provided and will be confirmed following receipt of a completed waste profile. All pricing is pending profile approval and/or waste sample analysis. Clean Earth reserves the right to adjust the fees or rates herein to account for operational changes implemented to comply with changes in law, rules, regulations, permits, licenses or approvals, or to cover increases in the cost of fuel, insurance, disposal, record keeping or to otherwise address cost escalation. If Customer rejects the adjusted fees or rates, Clean Earth shall have the right to terminate the Agreement or refuse to provide any services to Customer for which Customer rejected the adjusted Rates.

2. Unless otherwise stated in the Agreement, all invoices are subject to applicable Federal, State, and local taxes & fees as well as an Energy & Insurance recovery charge tied to the National monthly average price for diesel fuel as published by the Department of Energy Exhibit B-3
Docusign Envelope ID: 7468C1EA-CE09-48D0-A7A8-0223F8D5CFA9

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Packet Pg. 156 Attachment: Attachment D - CT 11051 (CCS) - Clean Earth (Mod 3) (7414 : Clean Earth 5th Contract Modification)

CONFIDENTIAL

Page 2 of 2 ends

3. For a complete list of process code specifications, visit:
https://www.cleanearthinc.com/sites/default/files/Process-Specifications.pdf

4. This proposal must be signed within 30 days of receipt; otherwise a new quote will be reissued.

The terms and conditions from the Contract No. 11051 (“Agreement”) with an effective date of 1/19/2021 between Stericycle Environmental Solutions, Inc, (now known as Clean Earth Environmental Solutions, Inc.), and City of Santa Monica apply to this quote addendum.

Between: Clean Earth Environmental Solutions, Inc. And: City of Santa Monica Signature Signature
Name Name
Title Title
Date: Date:

Docusign Envelope ID: 7468C1EA-CE09-48D0-A7A8-0223F8D5CFA9

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Packet Pg. 157 Attachment: Attachment D - CT 11051 (CCS) - Clean Earth (Mod 3) (7414 : Clean Earth 5th Contract Modification) 1 Rev. October 2023
FOURTH MODIFICATION OF AGREEMENT NO. 11051 (CCS)
This Fourth Modification of Agreement Number 11051 (CCS) (“Fourth Modification”), entered into as of ________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Clean Earth Environmental Solutions, Inc. (“Clean Earth”), is made with reference to the following:

RECITALS
A. On or about January 19, 2021, the City and Clean Earth entered into Agreement Number 11051 (CCS) for Household Hazardous Waste Services (“Original Agreement”).

B. On or about March 22, 2021, the City and Clean Earth entered into a First Modification of Agreement Number 11051 (CCS) (“First Modification”), which specified and included pricing for Household Hazardous Waste Residential Door-to-Door Collections by Clean Earth.

C. On or about January 19, 2024, the City and Clean Earth entered into a Second Modification of Agreement Number 11051 (CCS) (“Second Modification”), which increased the agreement prices for Household Hazardous Waste Door-to-Door Services and specified Household Hazardous Waste Services.

D. On or about September 28, 2024, the City and Clean Earth entered into a Third Modification of Agreement 11051 (CCS) (“Third Modification”), which modified the Agreement to include additional pricing addendums for hazardous waste material types not included in the Agreement. The Original Agreement, First Modification, Second Modification, and Third Modification may be referred to collectively herein as “the Agreement.”
E. The City and Clean Earth desire to modify the Agreement to increase the total agreement price as the cost for Clean Earth to provide the current household hazardous waste services has increased since the contract execution in January 2021 due to unforeseen external factors including further disposal sites, supply chain shortages, and labor and transportation shortages.

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

1. Section 4 of the Original Agreement entitled “Compensation” shall be deleted and replaced with the following paragraph:

Compensation. The City will compensate Clean Earth for the Services performed in an amount not to exceed TWO MILLION ONE-HUNDRED AND NINETY-EIGHT THOUSAND DOLLARS ($2,198,000), as set forth in Exhibit B-1.

2. Execution in Counterparts. This Fourth Modification may be executed in counterparts with the same effect as if both parties hereto had executed the same documents. All Docusign Envelope ID: 28A5F0C8-C5D2-412C-B113-24C16C07D70B 6/27/2025

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Packet Pg. 158 Attachment: Attachment E - CT 11051 (CCS) - Clean Earth (Mod 4) (7414 : Clean Earth 5th Contract Modification) 2 Rev. October 2023
counterparts shall be construed together and shall constitute a single modification. Any signature to this Fourth 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.

3. Agreement Remains in Full Force and Effect. Except as expressly modified by this Fourth 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 Fourth 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

CLEAN EARTH ENVIRONMENTAL
SOLUTIONS, INC. BC Corporation
#VENDOR
By:
_______________________________
Docusign Envelope ID: 28A5F0C8-C5D2-412C-B113-24C16C07D70B 6/20/2025
City Attorney

DOUGLAS SLOAN
6/24/2025
Vice President
Brian Swanson
6/27/2025
Elaine Polachek
Interim City Manager
City Clerk
6/30/2025
Nikima Newsome

4.C.e
Packet Pg. 159 Attachment: Attachment E - CT 11051 (CCS) - Clean Earth (Mod 4) (7414 : Clean Earth 5th Contract Modification) 3 Rev. October 2023
Exhibit B-1
Budget
The City will compensate Clean Earth for the Services performed in this Agreement for an additional amount not to exceed ONE MILLION ONE-HUNDRED EIGHTEEN THOUSAND DOLLARS ($1,118,000) for the remaining term of this agreement. The total amount of compensation for Services Rendered during Original Term and all the Extension Terms, if any, shall not exceed TWO MILLION ONE-HUNDRED NINETYEIGHT THOUSAND DOLLARS ($2,198,000).

Docusign Envelope ID: 28A5F0C8-C5D2-412C-B113-24C16C07D70B

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Packet Pg. 160 Attachment: Attachment E - CT 11051 (CCS) - Clean Earth (Mod 4) (7414 : Clean Earth 5th Contract Modification)

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 #
Elizabeth Krywonos RFP Manager
05/06/2025
[email protected] 407-916-9105
Clean Earth Environmental Solutions, Inc.

N/A
See attached list

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Packet Pg. 161 Attachment: Attachment F - Clean Earth Oaks Initiative Form 2025 (7414 : Clean Earth 5th Contract Modification) Clean Earth is part of a publicly traded corporation (Enviri Corporation – NYSE NVRI). Our Officers and Senior Leadership are as follows:

Name Title
F Nicholas Grasberger Chairman & CEO, Enviri
Jeff Beswick Senior Vice President & President, Clean Earth Madhu Annagiri VP, Divisional Chief Information Officer Jeff Diaz VP, Finance
Asuquo Edem VP, Procurement
Michael Goebner SVP, Facilities
Michael Polcovich Chief Financial Officer
James Hull VP, Sales & Marketing
Sarah Kowalczyk VP, Division Counsel
Dan Morrow VP, Business Transformation
Chris Pavlicek VP, Commercial Pricing & Strategic Analytics Elizabeth Peterson Chief Commercial Officer
Melinda Rath SVP, Sales & Customer Service
Kelly Williams VP, Transportation & Logistics

4.C.f
Packet Pg. 162 Attachment: Attachment F - Clean Earth Oaks Initiative Form 2025 (7414 : Clean Earth 5th Contract Modification) City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

Code Regs. Section 18438.1, which states:

N/A
N/A
N/A
N/A

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Packet Pg. 163 Attachment: Attachment G - Clean Earth Levine Act Disclosure Form 2025 (7414 : Clean Earth 5th Contract Modification) City of Santa Monica Levine Act Disclosure Form
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.

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. 05/06/2025
Elizabeth Krywonos RFP Manager
Clean Earth Environmental Solutions, Inc.

4.C.g
Packet Pg. 164 Attachment: Attachment G - Clean Earth Levine Act Disclosure Form 2025 (7414 : Clean Earth 5th Contract Modification) City Council
Report
City Council Meeting: January 13, 2026
Agenda Item: 4.D
1 of 4
To: Mayor and City Council
From: Anuj Gupta, Director of Transportation, Department of Transportation, Finance & Administrative Services
Subject: Approve Third Modification of Contract with Swiftly, Ltd. for Real Time Bus Arrival Predictions
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 195 transit buses across 69 square miles of greater Los Angeles providing an average of 820,000 rides each month. Most BBB riders depend on the real-time bus arrival predictions available on smartphone apps including Transit, Google, and others, using automated phone and text responses to queries about bus arrival times, and on BBB’s website and electronic signs at bus stops.

Swiftly provides the Software as a Service (SaaS) that generates 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

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with real-time system performance data. This data, consisting of performance metrics, dashboards, and interactive maps, allows staff to diagnose schedule and route running time issues to improve overall service quality and customer experience.

Discussion
On February 25, 2020, the City Council approved a contract award to Swiftly as the result of formal Request for Proposals (RFP) #250, and, in 2022, approved a first modification to add additional modules and extend the contract through June 30, 2025, resulting in a five-year contract.

In February 2025, the Council approved a second modification to extend service on all modules through June 30, 2026, to allow staff time to complete a competitive procurement process for a new system. Staff anticipated the procurement of a new realtime analytics system could be done after the new Clever Devices Computer-Aided Dispatch Automated Vehicle Locator (CAD-AVL) implementation was complete, given the need for integration between the CAD-AVL system and Swiftly. Staffing constraints also prevented two new systems from being procured and implemented concurrently.

With the CAD-AVL system now installed, DOT and Information Services Department (ISD) staff are working on several other major technology procurements for BBB, Mobility, and Parking, including parking operations software and a new vehicle and operator scheduling system for BBB. Although staff anticipates that an RFP for real-time bus arrival information and system performance data could be published this fiscal year once these other procurements are complete, proposal review, award, contracting, and system implementation will take additional months to conclude. Staff is therefore requesting an extension of the contract with Swiftly to ensure BBB’s existing real-time information system operates without interruption for the duration of the procurement and implementation process.

Specifically, staff requests Council authorization for a third modification to the Swiftly contract #11000, extending Software as a Service for one year through FY2026-27 with one additional option year through FY2027-28, to be exercised only if needed. 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, speed map, and live operations, for one year plus one option year, is $718,751 if the option is exercised.

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Environmental Review
The contract modification is exempt from CEQA pursuant to Section 15061(b)(3) 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 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
02/11/2025 Approval of Second Modification to Agreement with Swiftly, Ltd. for Real Time Bus Arrival Predictions and BBB
Performance Analytics
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 maintenance support.

Financial Impacts and Budget Actions
Agreement Modification Request
Agreement
#
Current
Authorized
Amount
FY 2025-26
Modified
Request
Amount
Future Years
Request
Amount
CIP Account #
Total Revised
Agreement
Amount
11000 $1,684,454 $0 $718,751 C6007470.689000 $2,403,205 Future year funding is contingent on Council budget approval.

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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 Second Modification to Agreement with Swiftly, Ltd. for Real Time Bus Arrival Predictions and BBB Performance Analytics (Web Link) C. 2020-05-18_Swiftly_Executed
D. Swiftly_1st_Modification_Executed
E. Swiftly_2nd_Modification_executed
F. Oaks_Swiftly_062725
G. LEVINE_Swiftly_062725

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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:

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

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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.

1.6. “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.

1.8. “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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Packet Pg. 170 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of Contract with Swiftly, Ltd. for Real Time Bus Arrival - 3 - June 2019
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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Packet Pg. 171 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of Contract with Swiftly, Ltd. for Real Time Bus Arrival - 4 - June 2019
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.

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.

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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.

3.8. 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.

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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.

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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.

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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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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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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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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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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.

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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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.

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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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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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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Exhibit A
Request for Proposals
DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 190 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 191 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 192 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 193 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 194 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 195 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 196 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 197 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 198 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 199 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 200 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 201 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.

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Packet Pg. 202 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.

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Packet Pg. 203 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 204 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 205 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 206 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 207 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 208 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 209 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 210 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 211 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 212 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 213 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 214 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 215 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 216 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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

4.D.c
Packet Pg. 217 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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

4.D.c
Packet Pg. 218 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 219 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 220 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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. 221 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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

4.D.c
Packet Pg. 222 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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

4.D.c
Packet Pg. 223 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.D.c
Packet Pg. 224 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.D.c
Packet Pg. 225 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.D.c
Packet Pg. 226 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.D.c
Packet Pg. 227 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.D.c
Packet Pg. 228 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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

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Packet Pg. 229 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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

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Packet Pg. 230 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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,

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.

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

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Packet Pg. 231 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # __________________ Permit # ___________________________ DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Packet Pg. 232 Attachment: 2020-05-18_Swiftly_Executed (7424 : Approve Third Modification of 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.

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 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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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.

Printed Name: __________________Title: _______________________________ Signature: __________________________ Date: __________________________ Contractor: __________________________ Bid Number (if applicable):_________ Service Description:
_________________________________________________________________ DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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June 2019

CITY OF SANTA MONICA

BUSINESS LICENSE
WHO NEEDS A BUSINESS LICENSE?

1. Is this vendor physically located in the City of Santa Monica? Yes (Vendor must have a City of Santa Monica business license - contact the Business License unit for the appropriate forms. Skip question 2 & continue to “ADDITIONAL REQUIREMENTS” section below)
No (Continue to the next question)

2. Does this vendor physically come into the City of Santa Monica to conduct business and/or make deliveries?
Yes (Vendor must have a City of Santa Monica Out-of City Business License. - contact the Business License unit for the appropriate forms.

Continue to “ADDITIONAL REQUIREMENTS” section below)
No (STOP, no license needed)
ADDITIONAL REQUIREMENTS:

If this vendor is located in or comes into the City of Santa Monica to conduct business, in addition to having a CITY OF SANTA MONICA BUSINESS LICENSE, they will be required to have insurance (see agreement for descriptions).s The business license documentation is only required from the successful Proposer.

DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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June 2019
Contract No. _____ (CCS)

SOFTWARE AS A SERVICE AGREEMENT
This Software As A Service Agreement (“Agreement”), entered into this ___ day of _______________, 20____ (“Execution Date”), by and between _____________________, a ________________ corporation (“SaaS Provider”), and City of Santa Monica, a California municipal corporation (“City”) is made with reference to the following:

B. City issued a Request for Proposal (“RFP”) seeking a qualified vendor to [DESCRIBE SYSTEM SOUGHT BY RFP]. A copy of the RFP is attached hereto as Exhibit A.

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

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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.

1.8. “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 DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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June 2019
property rights subsumed 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 personallyidentifiable 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- Leach-Bliley 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 _______________________, a ________ corporation.

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 13 below, keep the City’s Information System DocuSign Envelope ID: 62420B8C-E7F5-4120-AAAB-B0569A11EB9B

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Department informed of the location and nature of the Server, in writing, throughout the Term of this Agreement.