1 FIRST MODIFICATION OF AGREEMENT NO. 11031 (CCS)
This First Modification of Agreement Number 11031 (CCS) (“First Modification”), entered into as of _________________ (“Execution Date”), by and between the City of Santa Monica, a municipal corporation (“City”), and Modaxo Traffic Management USA Inc. (“Modaxo”) is made with reference to the following:
RECITALS
A. On or about June 25, 2020, the City and Conduent State & Local Solutions Inc. entered into Agreement Number 11031(CCS) for parking citation processing and payment services (“Original Agreement”).
B. On or about March 29, 2024, the City, Modaxo Traffic Management USA Inc., and Conduent State & Local Solutions Inc. entered into a Consent, Assignment and Assumption Agreement of Agreement Number 11031(CCS) (Assumption Agreement) which transfers to Modaxo all rights, benefits, duties, and obligations Conduent State & Local Solutions Inc. may have under the Original Agreement. The Original Agreement and Assumption Agreement may be referred to collectively herein as the “Agreement”.
C. The City and Modaxo desire to modify the Original Agreement to incorporate additional services related to automated bus lane enforcement services, as provided by Hayden AI Technologies, Inc., pursuant to the authorization granted under Agreement No. 11617, and in compliance with Assembly Bill 917 regarding data privacy and processing.
TERMS AND CONDITIONS
Now, therefore, the undersigned parties do hereby mutually agree to modify the Agreement as follows:
1. The first paragraph preamble of the Original Agreement is hereby deleted and replaced with the following paragraph:
This Professional Services Agreement (“Agreement”) entered into as of 06/25/2020 (“Execution Date”), by and between the City of Santa Monica (“City”) and Modaxo Traffic Management USA Inc. (“Conduent” or “Modaxo”) (referred to herein collectively as the “Parties”) is made with reference to the following:
2. Section 2 of the Agreement entitled “Conduent Services” shall be deleted in its entirety and replaced with the following paragraph:
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 3/24/2025
2 Modaxo Services. Modaxo will perform all of the services described in Exhibit A, Scope of Services (“Services”) and the additional services (“Additional Services”) described in Exhibit A-1. Modaxo will complete the Services in accordance with Exhibit B, Pricing Schedule, and the Additional Services in accordance with Exhibit B-1, Pricing Schedule for Additional Services.
3. The following paragraph shall be added to Section 4 of the Agreement entitled “Compensation”:
Additional Services Compensation. The City shall compensate Modaxo for the Scope of Services in Exhibit A of the Original Agreement and Additional Services outlined in Exhibit A-1 in a total amount not to exceed seven million two hundred thousand dollars ($7.2 million) for the Initial Term, with two additional two-year renewal options in an amount not to exceed three million one hundred thousand dollars ($3.1 million) for each Extension Period, for a total not to exceed amount of thirteen million four hundred thousand dollars ($13.4 million) over a total nine-year period.
4. Subsection 27.2 (Data Ownership) of Section 27 (Compliance with Data Security Requirements) is hereby deleted and replaced with the following:
27.2 Data Ownership. All vehicle, and transaction data originally collected from City, regardless of where the Services is hosted, is and shall at all times remain the sole and exclusive property of the City. Data shall be stored and disposed of in compliance with all applicable federal and state laws, including but limited to AB 917. Modaxo is not permitted to use any such data for any purpose except as necessary to provide and operate the Solution for the City under this Agreement unless preapproved in writing by the City. Modaxo shall not use such data for its own purposes or disclose, share, sell, or license it to third parties.
Modaxo shall provide a perpetual, non-exclusive, irrevocable right and license to the City to use any reports and data collected for the City by Modaxo in performance of this Agreement.
5. Exhibit D (Performance Standards and Penalties) of the Agreement is modified to add the following section as set forth in Exhibit D-1:
G. AUTOMATED BUS LANE ENFORCEMENT SYSTEM STANDARDS:
Modaxo shall not incur any performance penalties due to the City’s inability or non-performance of the tasks provided in Exhibit A-1, City Responsibilities.
6. Exhibit A-1, Exhibit B-1, and Exhibit D-1 are attached hereto and incorporated herein Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 3 by this reference.
7. 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).
8. Except as expressly modified by this First 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 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
ABC Corporation
#VENDOR
By:
_______________________________
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506
DOUGLAS SLOAN
3/22/2025
City Attorney
3/24/2025
Trellint
Jim Vaca
General Manager
Interim City Manager
3/24/2025
Elaine Polachek 3/25/2025
Nikima Newsome
City Clerk
4 Exhibit A - 1
Additional Services
Modaxo shall provide and support a software interface to the City for the City’s contract with Hayden AI Technologies Inc. (Hayden AI) an Automated Bus Lane Enforcement System (“ABLE System”) that will accept violation data and allow the parties to process violation data received from Hayden AI’s camera technology (“Modaxo Image Review System”). The image review system will enable approved City Staff to review, approve, or reject violations and issue Notices of Violation or Warning Notices.
Modaxo shall be compensated by the City for the Additional Services described in this Exhibit A-1 at the rates described in Exhibit B-1.
The Additional Services shall be co-terminus to the Initial Term or, as applicable, to the extension term as described in the Agreement.
Deliverables and Tasks
User Acceptance Testing
Deliverables, as identified herein, unless otherwise specified, shall be made available to the City for user acceptance testing and accepted by the City within fourteen (14) calendar days of delivery to the City by Modaxo, unless the City requests revisions to such deliverable in which case Modaxo will have fourteen (14) days to address the City’s requested revisions and return such revisions to the City upon which the City will have a further fourteen (14) calendar days to review and approve such deliverable. If a deliverable is not accepted by the City in writing within fourteen (14) days of the revised deliverable being provided, such deliverable will be deemed accepted by Modaxo.
Deliverable 1: Digital Image and Violation Data Collection and Processing Modaxo will receive digital images and violation data captured by Hayden AI to create a violation evidence package for the City to complete a final review and authorize the issuance of a citation or reject the evidence. Modaxo will complete the following tasks to provide the Additional Services:
Task 1.1: Provide the City with Modaxo image review processing system supporting the life cycle of violation processing. The system will enable designated City staff to:
• Review, reject, or approve violation events.
• Access all violation-related data and images.
• Perform searches, update records, and dismiss or void events.
Task 1.2: Retrieve violation evidence data from the Hayden AI secure site daily, upload the data into the Modaxo image review system, and send approved violations or warnings to the City’s citation processing system (eTIMS®).
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 5 Task 1.3: Provide the City access to the Modaxo image review processing system for viewing violation evidence packages; information accessible in the Modaxo image review processing system shall include relevant violation images, video, and metadata. All images will be stored in a format agreed upon by both parties. Evidence package information to consist of:
• Two (2) context still images of the vehicle identified as parked in the bus lane or bus zone. • One (1) region of interest shot of the vehicle license plate. • Vehicle license plate information.
• One (1) 10-second video of incident.
• Associated metadata to store: time, date, location, bus number, and violation type.
Deliverable 2: Secure Online Reports for Citation Data Management Modaxo will provide secure, web-based reports to manage all ABLE-related data, in compliance with applicable privacy laws.
Task 2.1: Maintain the confidentiality, integrity, and availability of collected data as required by CA Assembly Bill (AB) 917. Data will not be shared, repurposed, or monetized except as mutually agreed herein.
Task 2.2: Provide a secure database for storing violation data and images to support the review of ABLE evidence packages.
Task 2.3: Implement reports for City to view and manage violation data, including rejected and approved violations.
Task 2.4: Create a database that enables City staff to search, sort, and analyze violation data by various parameters, including event date, bus route and bus identification number, vehicle plate, and reject category.
All metadata required in Section 6.2 are to be maintained by Modaxo.
Deliverable 3A: California Department of Motor Vehicle Data Integration Modaxo will provide integration with the California Department of Motor Vehicles (“DMV”) database for the purpose of retrieving the registered owner (“RO”) information necessary for the evidence package review process in accordance with applicable law.
Task 3.1: Enable integration with the California DMV to retrieve RO information based on a vehicle license plate (“VLP”) number of the vehicle identified as parked in the bus lane or bus zone.
Task 3.2: Process DMV name and address transactions and update records as needed. The system will allow manual entry of RO information when required. The Modaxo system will update the evidence and violation processing database overnight.
Task 3.3: Submit RO data requests to the DMV every business day with re-requests sent per prescribed timelines. Modaxo is not responsible for any monetary damages resulting from the dismissal of potential violations due to inability to obtain RO information within the statutorily Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 6 provided processing timeline.
Deliverable 3B: Out-of-State (OOO) Department of Motor Vehicle Data Integration Modaxo will facilitate communication with out-of-state (“OOS”) DMV offices to obtain RO information necessary for the evidence package review process in accordance with applicable law.
Submit requests to appropriate OOS DMV on a fixed schedule which varies by state, and with rerequests sent per prescribed timelines. Re-requests to be sent as allowed for in final processing timeline. Modaxo is not responsible for any monetary damages resulting from the dismissal of potential violations due to inability to obtain RO information within the statutorily provided processing timeline.
Task 3.1: Enable retrieval of RO information from OOS DMV’s based on the VLP images of the vehicle identified as parked in the bus lane or bus zone.
Task 3.2: Process DMV name and address transactions and update records as needed. The system will allow manual entry of RO information when required. The Modaxo system will update the evidence and violation processing database overnight.
Deliverable 4: Reports
Modaxo will make available to the City weekly reports based on violation data:
• Citations approved, by officer and violation type.
• Citation dismissals, by officer and violation type.
• Records updated and any errors encountered during processing.
Deliverable 5: Image Review System Training and Documentation Modaxo will provide training and documentation for City staff.
Task 5.1: Conduct training sessions for City personnel. Modaxo shall provide the City with the opportunity for three (3) training sessions to be conducted at a mutually agreed upon date, time and location.
Task 5.2: Provide access to user and functional manuals.
Deliverable 6: System Integration and Notice Development Modaxo will support the integration of Hayden AI’s camera system evidence package data into Modaxo’s image review and violation processing system (“System”) and send approved evidence package data to the City’s current citation processing system, eTIMS®. Events will be ingested from Hayden AI and processed through Modaxo’s System and eTIMS according to the following general schedule:
Step Description Processing System Schedule (Calendar Days) #1: Violation Capture Hayden AI Day 1
#2: Ingestion Modaxo’s System Days 2-4
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 7 #3: SMPD Review SMPD Manual Cite Review Days 4 - 10
#4: Transfer to eTIMS eTIMS Days 10-11
#5: Printing and Mailing
including Warning/Violation
Notices
Modaxo Vendor Days 11-14
Task 6.1: Integrate Hayden AI’s evidence package data into Modaxo’s System with City accepted/approved violation/warning events transmitted as parking violations to eTIMS® following the City’s current business rules and citation lifecycle.
Task 6.2: Facilitate the development of Notices of Infraction and Warning Notices by sending evidence package information to eTIMS®. The evidence package will consist of:
• Two (2) context still images of the vehicle parked in the bus lane or bus zone. • One (1) region of interest shot of the vehicle license plate. • One (1) 10-second video of incident.
• Associated metadata to provide will be: time, date, location, bus number, VLN, registered owner information, and violation type.
Task 6.3: Configure eTIMS® to support the processing of metadata and images from the approved Hayden AI ABLE violation evidence packages:
• Configure eTIMS® to align ABLE citation processing with the City’s existing parking citation processing business rules and life cycles.
• Configure eTIMS® citation records to accommodate data fields related to ABLE violations such as – time, date, location, bus number/bus route, etc. • Create new notice/violation types (Bus Lane and Bus Stop) with eTIMS® business rules and program logic to support payment, customer service, and adjudication processes. • Set-up eTIMS® reports to support ABLE violation processing and payments. • Establish on-line web capability for motorists to view ABLE evidence packages via weblink and ID code sent as part of the notice of violation.
Deliverable 7: Additional Compliance and Features
• Warning Notices: The Modaxo eTIMS® system will issue warning notices only during the first 60 days of enforcement. The 60-day warning period will also apply if new ABLE camera systems are installed on additional bus routes after the initial implementation period. The City shall be responsible for notifying Modaxo of the date any warning period will commence and terminate.
• Data Security: Modaxo will ensure that all such data is stored securely, managed, and purged as set out herein, and in accordance with applicable law. • Customization: Modaxo will work with the City to develop violation rejection codes tailored to specific enforcement needs (e.g., bus lane/bus stop violations, etc.).
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 8 Deliverable 8: Evidence Package
• Evidence package will be delivered to City by Modaxo via Modaxo’s System within four days including weekends from the time when the evidence was captured by Hayden AI. • Once the City completes the adjudication of the evidence package via Modaxo’s System, Modaxo will be responsible for processing and mailing the Notices of Infraction within three days after the City has ruled on the status of the evidence package. • Modaxo will secure the RO information from CADMV or OOS DMV when available prior to making the evidence package ability to City via Modaxo’s System.
Deliverable 9: Request to Review of the Video Image Evidence by Registered Owner • In compliance with California statute, Modaxo agrees to develop and provide public access to a web-based portal to accept request to view video images from a vehicle registered owner and allow review of the video through the online portal. Modaxo will develop and provide a webbased portal. • If the registered owner does not have a way to view the video images on the public access webbased portal, information will be provided that the recipient can visit a City of Santa Monica public library and use the computer there.
• Modaxo agrees to provide notification of how a registered owner may request access to the video image.
Deadline for Delivery of Completed Modaxo Image Review System to City • By no later than 90 days after the Execution Date of this First Modification, Modaxo must deliver to City for City’s approval a completed and functioning Modaxo Image Review System.
City Responsibilities
To process citations issued under the ABLE enforcement system in compliance with California statute, the City must complete the following tasks:
• Modaxo’s System: Use Modaxo’s System to initiate an evidence package review daily. • Citation Review: Complete citation reviews within 10 days of violation. For the purposes of this section, the receipt of evidence package is the date that the evidence package is viewable in Modaxo’s System.
• Review Actions: Complete the following tasks:
1. Log into Modaxo’s System and review the evidence package in the review queue.
2. Review CA DMV No-Hit in the Vehicle Registration No-Hit Queue.
3. Verify, approve, or reject events and use the reject reasons below to categorize the event.
4. If the event is rejected, staff shall select one of the following reasons:
- Test Event
- 11 Days Older
- Accident
- Awaiting Right Turn
- Construction/Slurry/Resurfacing
- Dark Environment (Rain)
- Duplicate
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 9 - Equipment Malfunction
- Location Error
- No violation
- Other
- Plate - Foreign
- Plate - Obstructed/Not Visible
- Plate - Unreadable/Damaged
- Poor Image
- Vehicle - Police
- Vehicle - Fire
- Vehicle - Authorized Transit (e.g., Dash/School, etc.) - Vehicle - Local State/Federal Government
- Vehicle - Utilities
- Vehicle - ADA/Paratransit
- Vehicle Moving
- Video Skipping or Poor Quality
- Special Event Closure
- Warning
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 10 Exhibit B - 1
Pricing Schedule for Additional Services
The City shall compensate Modaxo for the Scope of Services in Exhibit A of the Original Agreement and Additional Services outlined in Exhibit A-1 in a total amount not to exceed $7.2 million for the Initial Term, with two additional two-year renewal options in an amount not to exceed $3.1 million for each Extension Period, for a total not to exceed amount of $13.4 million over a total nine-year period.
Additional Services described in this Exhibit A-1 are at the following rate:
Item Description Price
Fixed Monthly Service Fee $ 2,425.00 (Subject to annual CPI adjustment) Per Citation/Warning/ABLE Notice
Fee
$ 0.65 (Subject to annual CPI adjustment)
Monthly Fee per Camera per Bus $ 100.00 (Subject to annual CPI adjustment) Postage Direct pass through per notice of violation mailed Estimated annual costs based on a pilot program of 10 buses issuing approximately 500-550 citations per month:
$ 49,746 Year 1
$ 51,227 Year 2, assumed at 3% CPI
$ 52,764 Year 3, assumed at 3% CPI
$ 54,347 Year 4-Option, assumed at 3% CPI
$ 55,978 Year 5-Option, assumed at 3% CPI
The Additional Services shall be co-terminus to the Initial Term or, as applicable, to the extension term as described in the Agreement.
The Fixed Monthly Service Fee, Per Citation Notice Fee, and Monthly Fee per Camera per Bus set out above shall be adjusted annually as described in the Original Agreement (Exhibit B, Section
2.1).
Postage fees shall be reimbursed directly to Modaxo by the City.
The Fixed Monthly Service Fee, Per Citation Notice Fee, Monthly Fee per Camera per Bus, and Postage costs, for the ABLE System services shall be invoiced by Modaxo to the City monthly.
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506 11 Exhibit D - 1
Performance Standards & Penalties
G. AUTOMATED BUS LANE ENFORCEMENT SYSTEM STANDARDS
MODAXO shall not incur any performance penalties due to the City’s and Hayden AI Technologies inability or non-performance of the tasks provided in Exhibit A-1, Responsibilities.
Docusign Envelope ID: 2645E4B2-28ED-45C4-8635-8BDC85A57506