CONTRACT 6695 One Page Service AgreementAgreement No. 6695
Services Agreement
DATE MAILED: 6/28/2023
Below you will find a checklist relating to Insurance and other requirements that are required for doing business with the City of El
Segundo. Only those items checked -off are MANDATORY, however if your standard policies exceed the minimum requirements please
include. Commercial general liability insurance must meet or exceed the requirements of ISO-CGL Form No. CG 20 10 1185 or
equivalent. The amount of insurance set forth below will be a combined single limit per occurrence for bodily injury, personal injury, and
property damage for the policy coverage. Liability policies will be endorsed to name the City, its officials, and employees as
"additional insured's" under said insurance coverage and to state that such insurance will be deemed "primary" such that any
other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a
"claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the
City. Please find additional Terms and Conditions on the reverse side of this Services Agreement. This is not a purchase order or
an authorization to begin work.
® Cmorehensive General Liabrlit, including coverage for premises, products and completed operations, independent contractors,
personal injury and contractual obligations with combined single limits of coverage of at least $1,000,000 per occurrence.
® Auto Liability, including owned, non -owned and hired vehicles with at least:
® $1,000,000 per occurrence.
❑ '100.000 - 300 0 per occurrence.
❑ As required by State Statutes. A copy of your current policy must be submitted naming yourself and or your company.
® Workers' Com nsation Insurance: as required by State Statutes with Waiver of SubLo ation. (Not needed if Self-employed with
no employees and CONTRACTOR signs statement to this effect.)
® Susiness License: The CONTRACTOR shall agree to have a current City of El Segundo license on file at City Hall or purchase
said license (at no cost to the City).
❑ Permits: Plans must be approved and permit(s) issued (no fee) by the Planning and Building Safety if appropriate. Call the
Planning Manager @ (310) 524-2340 if you have questions.
❑ Coov of valid -icture I.. (Drivers license etc.)
PLEASE NOTE: ALL APPLICABLE INFORMATION LISTED ABOVE MUST BE OBTAINED AND ON FILE, PRIOR TO THE ISSUANCE OF A CITY
PURCHASE ORDER BEING SENT TO YOU (VIA FAX OR HARD COPY) BY THE PURCHASING AGENT, THUS AUTHORIZING COMMENCEMENT OF
WORK FOR THE CITY.
Submitted b com l to alll blanks COLOR COPY REQUIRED BACK TO THE CITY
Company Name:
By (Print name & title):
Swoo ,Inc
Amir w i , CEo
Company Street address:
Vendor's A thorized Signature required:
5151 W. Rosecrans Ave.
City, State, Zip:
Date signed:
Hawthorne CA 30250
I I B r` 2 3
Phone,
FAX: Nr
310-310-8087
Vendors Email address:
Vendors Web site:
alex swoo app.com
www.swoo app.com
Mail original agreement and insurance to: City of El Segundo — City Clerk 350 Main Street, Room 5, El Segundo, CA
OriginatodDepartment Contact:
Department Head Approval:
Insuran p oval:
City At4orn
Swoop 23.24 Services Agreement
City
Dale initialed:. ✓ , 7
Date Approved:°✓�
D to Ap r j
w,
City Cldrk
7110/23
Agreement No. 6695
1.GENERALLY. The materials, supplies, or services (collectively,
"Purchase") covered by this services agreement and purchase
order ("order") must be furnished by Seller subject to all the terms
and conditions contained in this order which Seller, in accepting
this order„ agrees to be bound by and comply with in all
particulars. No other terms or conditions are binding upon the
parties unless subsequently agreed to in writing. Written
acceptance or shipment of all or any portion of the Purchase
covered by this order constitutes unqualified acceptance of all
terms and conditions in this order, The terms of any proposal
referred to in this order are included and made a part of the order
only to the extent it specified the Purchase ordered, the price, and
the delivery, and them only to the extent that such terms are
consistent with the terms and conditions of this order.
2.INSPECTION. The Purchase furnished must be exactly as
specified in this order, free from all defects in Seller's
performance, design, workmanship, and materials, and, except as
otherwise provided, is subject to inspection .and test by City at all
times and places. If, before final acceptance, any Purchase is
found to be incomplete, or not as specified,. City may reject it,
require Seller to correct it without charge, or require delivery of
such Purchase at a reduction in price that is equitable under the
circumstances. If seller is unable or refuses to correct such items
within a time deemed reasonable by Cily, City may terminate the
order In whole or in part. Seller bears all risks as to rejected
Purchases and, in addition to any costs for which Seiler may
become liable to City under other provisions of this order, must
reimburse City for all transportation costs, other related costs
incurred, or payments to Seller in accordance with the terms of
this order for unaccepted Purchases. Notwithstanding City's
acceptance of any Purchase, Seller is liable for talent defects,
fraud, or such gross mistakes as constitute fraud.
3.CHANGES. City may make changes within the general scope
of this order in drawings and specifications for specially
manufactured supplies,, place of delivery, method of shipment or
packing of the order by giving notice to Seller and subsequently
confirming such changes In writing. It such changes affect the
cost of or the time required for performance of this order„ an
equitable adjustment in the price or delivery or both must be
made. No change by Seller is allowed without City's written
approval. Any claim by Seller for an adjustment under this section
must be made in writing within thirty (30) days from the date of
receipt by Seller of notification of such change unless City waives
this condition in writing. Nothing in this section excuses Seller
from proceeding with performance of the order as changed.
4. TERMINATION. City may terminate this order at any time,
either verbally or in writing, with or without cause. Should
termination occur, City will pay Seller as full performance until
such termination the unit or pro rata order price for the performed
and accepted portion of the Purchase. City may provide written
notice of termination for Seller's default if Seller reluses or fails to
comply with this order. If Seller does not cure such failure within a
reasonable time period, or falls to perform the Purchase within the
time specified (or allowed by extension), Seller will be liable to
City for any excess costs incurred by City.
5.TERM / TIME EXTENSION. This Agreement's term will be from
10023 to 92Q2O24 City may extend the time for completion if,
in City's sole determination, Seller was delayed because of
causes beyond Seller's control and without Seller's fault or
Swoop 23.24 Services Agreement
&PAYMENT, City will pay Seller after receiving acceptable
invoices for materials and supplies delivered and accepted or
services rendered and accepted. City will not pay cartage,
shipping, packaging or boxing expenses unless specified in this
order. Drafts will not be honored.
UNDEMN'IFICATION. Seller agrees to Indemnify and hold City
harmless from and against any claim, action, damages,, costs
(including, without limitation, attorney"s fees), Injuries, or liability,
arising out of the Purchase or the order, or their performance.
Should City be named in any suit, or should any, claim be brought
against it by suit or otherwise, whether the same be groundless or
not, arising out of the Purchase or order, or their performance,
Seller will defend City (at City's request and with counsel
satisfactory to City) and indemnify City for any judgment rendered
against it or any sums paid out in settlement or otherwise, For
purposes of this section "City' includes City's officers, elected
officials, and employees" It is expressly understood and agreed
that the foregoing provisions will survive termination of this order.
The requirements as to the types and limits of insurance coverage
to be maintained by 'Seller„ and any approval of such insurance by
City, are not intended to and will not in any manner limit or qualify
the, liabilities and obligatlons otherwise assumed by Seller pursuant
to this order, including, without limitation„ to the provisions
concerning indemnification,
10.WARRANTY, Seller agrees that the Purchase, is covered by
the most favorable commercial warranties the Seller gives to any
customer for the same or substantially similar supplies or services,
or such other more favorable warranties as is specified In INs
order. Warranties will be effective notwithstanding any inspection
or acceptance of the Purchase by City.
11.ASSIGNMENT. City may assign this order. Except as to any
payment due under this order„ $after may not assign or
subcontract the order without City's written approval. Should City
give consent, it will not relieve Settler from any obligations under
this order and any transferee or subcontractor will be considered
Seller's agent.
12.INSURANCE. Seller must provide the insurance indicated on
the face sheet of this Services Agreement.
13.PERMITS. Seller must procure all necessary permits and
licenses, and abide by all federal„ slate, and local laws, for
performing this order.
14.INDEPENDENT CONTRACTOR. City and Seiler agree that
Seller will act as an Independent contractor and will have control of
all work and the manner in which is it performed. Seller will be free
to contract for similar service to be performed for other employers
while under contract with City. Seller is not an agent or employee
of City and is not entitled to participate In any pension plan,
insurance, bonus or similar benefits City provides for its
employees. Any provision in this order that may appear to give
City the right to direct Seller as to the details of doing the work or to
exercise a measure of control over the work means that Seller will
follow the direction of the City as to end results of the work only.
15.+'AIVER'. City's review or acceptance of, or payment for, work
product prepared by Seller under this order will not be construed to
operate as a waiver of any rights City may have under this
Agreement or of any cause of action arising from Seller's
performance. A waiver by City of any breach of any term,.
covenant, or condition contained' in this order will not be deemed to
be a waiver of any subsequent breach of the same or any other
7110/23
Agreement No. 6695
negligence. In the event delay was caused by City, Seller's sole
remedy is limited to recovering money actually and necessarily
expended by Seller because of the delay; there is no right to
recover anticipated profit.
6.REMEDIES CUMULATIVE. City's rights and remedies under
this order are not exclusive and are in addition to any legal rights
and remedies,
TTITLE. Title to materials and supplies purchased under this
order pass directly from Seller to City upon City's written
acceptance following an actual inspection and City's opportunity
to reject.
term, covenant, or condition contained in this order, whether of the
same or different character,
%INTERPRETATION. This Agreement was drafted in, and will
be construed in accordance with the laws of the State of California,
and exclusive venue for any action involving this agreement will be
in Los Angeles County.
17.CONSiSTENCY. In interpreting this Agreement and resolving
any ambiguities, this Agreement takes precedence of any attached
exhibit with conflicting provisions.
18. CONSIDERATION. As consideration, CITY agrees to pay
CONTRACTOR for CONTRACTOR's services not to exceed a
total of $212,280 for the work. CITY will pay for work as specified
in the attached Exhibit "A,' which is incorporated by reference.
19.EXHIBITS. [IDENTIFY AND LIST EXHIBITS]
Exhibit A- Scope of Services
Exhibit S- Compensation Schedule
Exhibit C- Map for Connect Pilot Program Route
Swoop 23.24 Services Agreement 7110/23
Agreement No. 6695
City of El Segundo
Recreation, Parks and Library Department
401 Sheldon Street
El Segundo CA 90245
EXHIBIT "A" — SCOPE OF SERVICES
Community Beach Transportation Shuttle service:
-Loop Transportation Route with eight community stops
-Eucalyptus & Holly
-Center & Mariposa
-Sheldon & Imperial
-Main & Imperial
-Richmond & Mariposa
-Virginia & Grand
-El Porto Beach
El Segundo Connect Transportation Pilot Program:
-Loop Transportation Route with 16 community stops (Exhibit C)
-2-13 passenger mini -vans
-Schedule: Monday -Friday (August 23, 2023 to November 15, 2023)
-11:30am to 6:00pm
-Service excludes Monday, September 4, 2023
Day Trip Transportation:
-Transportation for Recreational trips
-From City Facility to trip destination
What's Included:
-GPS Tracking
-Logistics and Scouting plan
-2417 Concierge line
-Dedicated Account Manager
-SPO- Swoop Performance Optimizer
Swoop 23.24 Services Agreement 7/10/23
Agreement No. 6695
EXHIBIT "B" — COMPENSATION SCHEDULE
Community Beach Transportation Shuttle Service:
«� 2-25 passenger mini coaches for Beach Shuttle $720 per day
El Segundo Connect Pilot Program
• 8/23/2023-8/31 /2023
Monday -Friday 11:30am-6:00pm
Cost: $10,920
9/1 /2023-9/29/2023
Monday -Friday 11:30am-6:00pm
Cost: $32,760
• 10/2/2023-10/31 /2023
Monday -Friday 11:30am-6:00pm
Cost: $34,320
• 11 /l /2023-11 /15/2023
Monday -Friday 11:30am-6:00pm
Cost: $17,160
Day Trip Transportation
• 13-passenger Sprinter Van 1 $120 per hour 13 hour minimum
• 23-passenger Mini Coach 1 $145 per hour 14 hour minimum
Included:
• GPS Tracking- Included
• Logistics and Scouting plan- Included
• 24/7 Concierge line- Included
• Dedicated Account Manager- Included
• SPO- Swoop Performance Optimizer- Included
o Tracks total riderships, utilization, and on -time performance
Swoop 23.24 Services Agreement 7/10/23
Agreement No. 6695
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Swoop 23.24 Services Agreement Revised 3128/23