CONTRACT SUMMARY SHEET

THE OFFICE OF THE CITY CLERK, COUNCIL7PUBLIC SERVICES DIVISION ROOM 395, CITY HALL

TO: 6/29/17DATE:

(PLEASE DO NOT STAPLE THE CONTRACT FOR THE CLERK’S FILE)

FORM MUST BE TYPEWRITTEN

Department of TransportationFROM (DEPARTMENT):

(213) 972-8430Ken HustingCONTACT PERSON: PHONE:

C-119654 .11-1333COUNCIL FILE NO.:CONTRACT NO.:

NEW CONTRACT ___AMENDED AND RESTATEDADDENDUM NO.___SUPPLEMENTAL NO.___CHANGE ORDER NO. JJ_ AMENDMENT

8/12/11ADOPTED BY COUNCIL:DATE

APPROVED BY BPW:DATE

ConduentCONTRACTOR NAME:

7/1/17 12/31/17TERM OF CONTRACT: THROUGH:

$100,000.00TOTAL AMOUNT:

PURPOSE OF CONTRACT:

Extend life of GoLA App

NOTE: CONTRA CTS ARE PUBLIC RECORDS - SCANNED AND UPLOADED TO THE INTERNET

CHANGE ORDER NUMBER #11

TO THE DEFINITIVE AGREEMENT DATED SEPTEMBER 29, 2011,

BY AND BETWEEN THE CITY OF LOS ANGELES AND

CONDUENT STATE & LOCAL SOLUTIONS, INC.

This CHANGE ORDER is effective this first day of July 2017 (“Effective Date”), by and between the City of Los Angeles, a municipal corporation (“CITY”), and Conduent State & Local Solutions, Inc., (“CONDUENT”), formerly known as “Xerox State and Local Solutions, Inc.” and as “ACS State & Local Solutions, Inc.”, individually referred to as “parties,” with reference to the following:

and collectively as

WHEREAS, CONDUENT has entered into an agreement on September 29,2011, with the CITY for the purpose of providing an intelligent parking management system (“Agreement”); and extended that contract until September 30,2018 with two (1) year options.

WHEREAS, Section 13 i of the Prime Contract specifies that a Change Order is appropriate for any change which does not significantly affect the scope of work:

WHEREAS the provision of the GoLA App is consistent with the provision of smart phone applications required by the Prime Contract, including Scope of Work, Section 13 Parking Guidance System, Subsection .3.2 (the provision of a parking guidance system using smart phone applications for iPhone and Android devices) and Scope of Work, Section 10 Cellular Payment Technology, Subsections 10.1 and 10.4 (the provision of integrated cellular technology);

WHEREAS, CONDUENT and CITY have completed various discussions concerning the clarification and expansion of the scope of work of the Agreement;

NOW, THEREFORE, for and in consideration of the mutual promises and covenants made herein, and other good and valuable consideration, the receipt of which is acknowledged, CITY and CONDUENT mutually agree to modify Agreement as follows:

In accordance with Section 4 and Section 13 of the Agreement the Parties wish to amend the terms of the Agreement as expressly set forth herein. Except as expressly provided for in this Change Order, the terms of the Agreement remain unchanged. In the event of any conflict between the terms of this Change Order and the Agreement, the terms of this Change Order shall take precedence.

1.

All references to “ACS State & Local Solutions, Inc.” or “Xerox State & Local Solutions, Inc.” shall mean a reference to “Conduent State & Local Solutions, Inc.” and all references to “ACS” or “Xerox” shall mean a reference to “Conduent.”

2.

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Section 3. i is hereby amended such that the term for delivery of the Scope of Work provided for Exhibit 1 shall be extended from July 1,2017 through December 31,2017.

3.

Section 3. ii. is hereby amended and replaced in its entirety to read as follows: “Termination for Convenience - In the event the CITY or Conduent terminates this Agreement for convenience, the CITY agrees to pay Conduent for all services performed in accordance with the terms of this Agreement up to the date of termination. The parties agree to meet and negotiate regarding whether the payment of any additional wind-down expenses is warranted and appropriate under the circumstances of the termination.”

4.

The City agrees to pay Conduent the amounts set forth in Exhibit 2.5.

Exhibit 1 Scope of Work of the Agreement shall be amended by adding a new Section 21, Mobility Marketplace GoLA Application to Exhibit 1 Scope of as set forth in the attached Attachment 1.

6.

Exhibit 2, Payment Schedule of the Agreement shall be amended by adding a new section 14, Go LA Pricing as set forth in the attached Attachment 2.

7.

Notwithstanding Section 8 of the Agreement specifically or any other language in the Agreement to the contrary, no rights, title, or license in the GoLA Application or any other work provided under this Change Order shall be granted to the City except as expressly set forth herein.

8.

The following Section 8 vi is added to the Agreement:9

Section 8 vi. Subject to payment in accordance with Exhibit 2, Conduent hereby grants the City a limited, royalty-free right to use the GoLA Application in the manner described in the Scope of Work without the right to transfer, sublicense, create derivative works, modify, copy, or decompile for the term of the Agreement.

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IN WITNESS WHEREOF, CITY and CONDUENT have caused this Change Order to be signed by their duly authorized officers or representatives on the Effective Date.

ACCEPTED AND AGREED:

r 'a

Kirk Strassman Vice President Local Government Solutions Conduent State & Local Solutions, Inc.

k Seleta Reynolds Date 1—''■'\Kjeneral Manager, Dept, of Transportation

City of Los Angeles

Date

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APPROVED AS TO FORM:Mike Feuer City Attorney

ATTEST:Holly L. Wolcott, City Clerk &

JJ?

Michael Nagle Deputy' City Attorney

Di By Date ufiejtq

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Attachment 1

(To be added to the Scope of Work, Exhibit 1 in the Agreement)

MOBILITY MARKETPLACE GOLA APPLICATION (“GOLA APP”)21.

21.1 Introduction

This Scope of Work with Conduent is for the maintenance and support of the GoLA urban mobility transportation application (“GoLA App”) for smart phones. This Scope of Work details Conduent’s responsibility for the GoLA App, professional and technical experience and expertise.

General Operations

Conduent will provide the public and the City with a software application that will interface with multiple stakeholders.

21.1.1 Mobility Platform and Add: Conduent will provide a mobile application that will allow the public to estimate cost, transparently select, and, where integrated, reserve multiple modes of transportation within and around the Los Angeles metropolitan area based upon their personal preferences. Conduent will submit the app to the Apple and Android app stores under Xerox’s account for app release and any subsequent updates. Conduent shall not be responsible for delays from the time of app submission to approval and publication.

21.1.2 Branding. The application will be a City-branded mobile application available for download by both Apple and Android systems via customary online shopping places similar to and including the Apple Store or the Google Play Store. Conduent shall retain all final rights to choose and determine the aesthetics of the application. Conduent shall appropriately brand the application with the City’s logo in conjunction with the City’s approval.

21.1.3 Availability. Conduent will enter into appropriate agreements with the Apple Store or the Google Play Store to make the application publicly available. This application will be offered in two forms: native (iOS and Android) and web responsive.

21.1.4 Aggregation and Routing. The application will estimate cost for various modes of transportation. The application will aggregate various legs of transportation to estimate the total estimated cost of each trip based upon available data. In accordance with each user’s personal preferences, the

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application will provide suggestions for guided trip information - either single mode or combined mode. The user interface will include the following for each suggested mode and route:

A map demonstrating the proposed route.

The total associated estimated cost.

The total associated travel time.

The estimated arrival time.

The estimated environmental impact.

The estimated health benefit (calories burned).

Upon the user selecting a transportation suggestion proposed by the application, the application will reserve the modes of transportation (if possible) associated with the recommendation.

21.2 Data Visualization

Conduent will provide the City access to anonymized user trip activity through a data feed in a format specified by the city. The analytics data will include transportation specific data such as selected trip information including mode selected, cost, time, and origin/termination points. This data is designed to help guide the City’s transportation and business policies, further City transportation goals, and inform infrastructure decision-making.

21.3 App Customization and Integration

Conduent will provide the following app customizations:

■ City selected log, tagline, splash screen, and color scheme.

■ Integration of all public transportation services providers (TSPs) as part of the base offering, including public transit and bike share, and real-time schedule updates if available.

■ Availability and Pricing API integration of nine (9) private TSPs, including Lyft (includes in-app bookings), Flitways (for select taxi companies in Los Angeles), ZipCar, ParkWhiz (for off-street parking bookings), 25 transit agencies, and five bike share companies.

21.3.1 Sample App Screen Captures

Conduent will customize the app for the City and provide an app with User Interfaces consistent with the following screen shots.

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Attachment 2

{To be added to Exhibit 2 Payment Schedule of Main Contract)

14. GoLA App Pricing

The price for GoLA App shall be based upon the combination of fixed and variable fees and the following assumptions as follows.

14.1 GoLA App Fixed Fees. Include annual maintenance and support. The Fixed Fees are as follows:

TContract Term Annual Application Maintenance and Support Fee

Contiguous with current LA Express Park contract

7/1/17-12/31/17 $100,000

The amount set forth above shall be payable by the City and due to Conduent in monthly payments of $16,666.00, $16,666.00, $16,666.00, $16,666.00, $16,666.00, and $16, 670.00. Conduent shall invoice the City monthly and all payments shall be made by the City within 30 calendar days following receipt of Conduent’s invoice.

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