1 SECOND MODIFICATION OF AGREEMENT NO. 11000 (CCS)
This Second Modification of Agreement Number 11000 (CCS) (“Second 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 real-time and to build and use a historical archive of performance data for staff (“Original Agreement”).
B. On or about April 16, 2022, the City and SWIFTLY entered into a First Modification of Agreement Number 11000 (CCS) to modify the Original Agreement to extend the agreement term by three additional option years 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. The Original Agreement and First Modification may be referred to collectively herein as “the Agreement.” C. The City and SWIFTLY desire to modify the Agreement to extend the agreement term by one additional year through June 30, 2026; and to increase the agreement price to pay for services provided during the additional contract period.
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, 2026, unless terminated earlier as set forth in the Original Agreement or extended by the parties in writing.
2. Section 7 of the Original Agreement entitled “Compensation” shall be modified by adding the following paragraph:
7. Compensation. The City will compensate SWIFTLY for the Additional Services in an amount not to exceed three hundred Docusign Envelope ID: 9FA53C0E-364F-4B2E-92EF-42819C47EE00 3/24/2025
2 eleven thousand one hundred fifty dollars ($311,150), as set forth in Exhibit A-2. The total agreement price for Services and Additional Services pursuant to the Original Agreement, the First Modification, and this Second Modification shall not exceed one million six hundred eighty-four thousand four hundred fifty-four dollars ($1,684,454).
3. Exhibit A-2 is attached hereto incorporated herein by this reference.
4. 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).
5. 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.
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:
_______________________________
Docusign Envelope ID: 9FA53C0E-364F-4B2E-92EF-42819C47EE00 3/22/2025
City Attorney
DOUGLAS SLOAN
CFO
Rob Gaffney
Swiftly Inc
3/22/2025
Elaine Polachek
3/24/2025
Interim City Manager
Nikima Newsome
3/25/2025
City Clerk
3 Exhibit A-2
Budget
Docusign Envelope ID: 9FA53C0E-364F-4B2E-92EF-42819C47EE00