1 FIRST MODIFICATION OF AGREEMENT NO. 11000 (CCS)
This First Modification of Agreement Number 11000 (CCS) (“First Modification”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City” or “BBB”), and Swiftly, Inc. (“SWIFTLY” or “SaaS Provider”) is made with reference to the following:
RECITALS
A. On or about^^May 21, 2020, the City and SWIFTLY entered into Agreement Number 11000 (CCS) 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 realtime and to build and use a historical archive of performance data for staff (“Original Agreement”).
B. The City and SWIFTLY desire to modify the Original Agreement to extend the agreement term by one additional option year plus 41 days through June 30, 2025; include additional services to be performed by SWIFTLY; and to increase the agreement price to pay for those additional services.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Original Agreement as follows:
1. Section 2 of the Original Agreement entitled “Term” shall be deleted in its entirety and replaced with the following paragraph:
2. Term. This Agreement begins on the Execution Date and terminates on June 30, 2025, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.
2.1 Option to Extend. City, in its sole and complete discretion, shall have three (3) 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 and the Original Agreement. The City may exercise its option in writing by letter by the Director of the Department of Transportation or designee, provided to SaaS Provider pursuant to the notice provisions in Section 13 of the Original Agreement.
1. Section 3 of the Original Agreement entitled “System” shall be modified by adding the following paragraph:
Additional Services. SWIFTLY will perform all the additional services (“Additional Services”) described in Exhibit A-1, Scope of Services.
SWIFTLY will complete the Additional Services in accordance with Exhibit B-1, Budget.
DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D 4/16/2022
2 2. Section 7 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph:
Compensation. The City will compensate SWIFTLY for the Additional Services in an amount not to exceed $459,304, as set forth in Exhibit B-1. The total agreement price for Services and Additional Services pursuant to the Original Agreement and this First Modification shall not exceed $1,373,304.
3. Exhibit A-1 and Exhibit B-1 are attached hereto incorporated herein by this reference.
4. Execution in Counterparts. This First 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 First 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).
5. 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.
IN WITNESS WHEREOF, the parties have executed this First Modification as of the date and year first written above.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
SWIFTLY, INC.
Swiftly, Inc.
#VENDOR
By: _______________________________
Rob Gaffney
Chief Financial Officer
DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D Susan Cola
4/13/2022
Interim City Attorney
4/13/2022
City Manager
4/16/2022
David White
City Clerk
Denise Anderson-Warren
4/18/2022
3 Exhibit A-1
Scope of Services
DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D 4 Scope of Services
Swiftly, Inc. shall deliver two additional SaaS modules, Service Adjustments and Rider Alerts, effective March 11, 2022, through the end of the contract term June 30, 2025, with functionality as described in the following overview.
DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D 5 DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D 6 Exhibit B-1
Budget
DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D 7 DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D 8 Total Due for Services 3/11/2022 through 6/3/2025 $903,303 Total Paid to Date (Original Contract) $447,977
Contingency through 6/30/2025 $22,024
Total Not-To-Exceed Budget $1,373,304
Not-to-Exceed Budget of Original Contract 878,000
Total Not-to-Exceed Amount of this 1
st Modification $495,304
Total Not-To-Exceed Budget $1,373,304
DocuSign Envelope ID: FA13746B-3F2C-4DBB-8996-786B714D0D3D