Beverly Hills City Council
June 14, 2022

AGENDA REPORT
Meeting Date: June 14, 2022
Item Number:

To: Honorable Mayor & City Council
From: Jeff S. Muir, Director of Finance
Tatiana Szerwinski, Assistant Director of Finance
Anthony Rodstein, Purchasing Services Manager
Sharmin Allidina, Purchasing Analyst
Adrian Popescu, Purchasing Analyst
Subject: APPROVAL OF AGREEMENTS AND AMENDMENTS WITH
VARIOUS VENDORS FOR PROVISION OF ANNUAL SERVICES;

APPROVAL OF BLANKET PURCHASE ORDERS FOR SUPPLIES
AND SERVICES FOR THE CITY’S DEPARTMENTS IN THE
TOTAL NOT-TO-EXCEED AMOUNT OF $39,622,301.18 FOR
FISCAL YEAR 2022-23; AND
APPROVAL OF A FISCAL YEAR 2021-22 PURCHASE ORDER

CHANGE ORDER WITH GREENBERG GLUSKER FIELDS

CLAMAN & MACHTINGER LLP FOR SPECIAL COUNSEL

SERVICES RELATED TO THE NEGOTIATION OF A

DEVELOPMENT AGREEMENT FOR THE PROPOSED CHEVAL

BLANC BEVERLY HILLS SPECIFIC PLAN PROJECT IN THE
AMOUNT OF $199,002.50 FOR A TOTAL NOT-TO-EXCEED
AMOUNT OF $299,002.50.

Attachments: 1. Exhibit A – Fiscal Year 2022-23 Blanket Purchase Orders

2. Agreements (11)

3. Amendments (4)

4. Reference Agreements #s. 187-21, 573-21, 218-17, 166-19, 639-19, 329-18, 233-20, 531-20, 242-21, 458-21, 115-22, 226-20, and 22-21
E-11
Meeting Date: June 14, 2022

RECOMMENDATION
Staff recommends the City Council:
1) Approve the annual Citywide blanket purchase orders identified on Exhibit A in the total amount of $39,622,301.18 for Fiscal Year 2022-23; and 2) Approve the following agreements (Attachment 2) and amendments (Attachment 3) from the following departments summarized beginning on the next page.

Where an amendment to an agreement is necessary, the original agreement is included in Attachment 4 for reference.

Departments Number of
Agreements
Number of
Amendments
Total
Information Technology (IT) 7 0 7
Community Development (CD) 2 1 3
Police Department (PD) 1 1 2
Community Services (CS) 1 0 1
Policy & Management (PM) 0 1 1
Public Works (PW) 0 1 1
Total 11 4 15
ITEM 1 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND SERVICES RELATED TO THE CITY’S DOCUMENT AND RECORDS MANAGEMENT
SYSTEM; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $485,000.

Comment: Provides for a one-year agreement for the not-to-exceed amount of $485,000. Computer software and software maintenance services are exempted from the City’s bidding requirements per the Beverly Hills Municipal Code, 3-3-112-E. (IT)
ITEM 2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CDW

GOVERNMENT, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $1,700,000.

Comment: Provides for a one-year agreement for the not-to-exceed amount of $1,700,000. Consultant’s services include network security and administration, and as needed IT software and equipment for Citywide data systems. (IT)
ITEM 3 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC. (ESRI) FOR

INFORMATION TECHNOLOGY CONSULTING SERVICES RELATED TO
THE CITY’S ENTERPRISE GIS SYSTEM; AND
Meeting Date: June 14, 2022

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $125,000.

Comment: Provides for a one-year agreement in the not-to-exceed amount of $125,000. Professional services performed by consultants are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112-G. (IT)
ITEM 4 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FIRST TEK, INC. FOR INFORMATION TECHNOLOGY CONSULTING SERVICES

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $335,000.

Comment: Provides for a one-year agreement in the not-to-exceed amount of $335,000. Professional services performed by consultants are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112-G. (IT)
ITEM 5 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ISSQUARED, INC. FOR NETWORK ENGINEERING SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $125,000.

Comment: Provides for a one-year agreement in the not-to-exceed amount of $125,000. Computer software, hardware maintenance services and software maintenance services are exempted from the City’s bidding requirements per the Beverly Hills Municipal Code, 3-3-112-E. (IT)
ITEM 6 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND MAINLINE INFORMATION SYSTEMS, INC. FOR INFORMATION TECHNOLOGY
CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER IN THE AMOUNT OF $1,200,000.

Comment: Provides for a one-year agreement in the not-to-exceed amount of $1,200,000. Consultant’s services are primarily related to the City’s Video Security Initiatives, and as needed hardware, software, and equipment.

Professional services performed by consultants are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112-G. (IT) ITEM 7 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
EDGESOFT, INC. FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES FOR VARIOUS CITY INITIATIVES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $375,000.

Meeting Date: June 14, 2022

Comment: Provides for a one-year agreement in the not-to-exceed amount of $375,000. Consultant’s services include eGov programming and testing activities for City-wide systems. Professional services performed by consultants are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112-G. (IT)
ITEM 8 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE CITY OF GLENDALE FOR CRIME LABORATORY SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN AN AMOUNT NOT-TO-EXCEED $162,500.00.

Comment: Staff recommends that the City Council approve an agreement between the City of Beverly Hills and the City of Glendale for Crime Laboratory Services; and approve a purchase order in an amount not-toexceed $162,500.00 for FY 22-23. (PD) ITEM 9 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JLEE ENGINEERING, INC. TO PROVIDE PLAN REVIEW SERVICES AND
SUPPLEMENTAL CONSULTING SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $500,000.00.

Comment: Provides for a three-year agreement for the not-to-exceed amount of $800,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code 3-3-112.

Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 10 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JLEE ENGINEERING, INC. FOR FAULT ACTIVITY INVESTIGATION AND

REPORT RELATED PEER REVIEW SERVICES AND OTHER

GEOLOGICAL AND GEOTECHNICAL REVIEW SERVICES PAID BY
DEVELOPERS’ FUNDS.

Comment: Provides for a three-year agreement for the not-to-exceed amount of $150,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code 3-3-112.

Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 11 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND MERIDIAN

RAPID DEFENSE GROUP LLC FOR EVENT PROTECTION BARRIERS AT VARIOUS CITY EVENTS; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $130,000.00.

Meeting Date: June 14, 2022

Comment: Staff recommends that the City Council approve an agreement between the City of Beverly Hills and Meridian Rapid Defense Group LLC for event protection barriers at various City events; and approve a purchase order in an amount not-to-exceed $130,000.00 for FY 22-23. (CS) ITEM 12 AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $250,000.00.

Comment: Amends Agreement No. 187-21 originally approved administratively on June 3, 2021. This Amendment increases the consideration by an additional $50,000 for a total not-to-exceed amount of $250,000 per fiscal year and a total not-to-exceed of $700,000 for the term of the Agreement. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code 3-3- 112. Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 13 AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND LANDCARE USA, LLC FOR LANDSCAPE
MAINTENANCE SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $820,380.00.

Comment: Amends Agreement #218-17, approved by Council on May 16, 2017, which was amended by Agreement #166-19 on April 15, 2019 and which was amended by Agreement #639-19 on November 19, 2019. This amendment increases the consideration by $1,542,687.00. (PW) ITEM 14 AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND AAA FLAG AND BANNER MANUFACTURING
COMPANY, INC. FOR BANNER FABRICATION, INSTALLATION,
REMOVAL, AND STORAGE SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $301,200.00.

Comment: This item recommends the City Council approve Amendment No. 6 with AAA Flag and Banner Manufacturing Company, Inc. to increase the consideration for Fiscal Year 2022-23 (FY 22-23) by $166,200 for a FY 22-23 total not-to-exceed of $301,200 to fabricate, install, remove, and store banners. The total not-to-exceed of this five year agreement, which expires on June 30, 2023, will increase by the same amount with a total not-toexceed of $1,089,700 for the entire term of the agreement. Additionally, this item requests the City Council approve a FY 22-23 purchase in a not-toexceed amount of $301,200. (PM) Meeting Date: June 14, 2022

ITEM 15 AUTHORIZE THE CITY MANAGER TO EXECUTE AMENDMENT NO. 2 TO

AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND DIXON RESOURCES UNLIMITED FOR PARKING CONSULTING SERVICES; AND

APPROVAL OF A PURCHASE ORDER IN THE NOT-TO-EXCEED
AMOUNT OF $138,700.00.

Comment: Staff recommends that the City Council move to authorize the City Manager to execute Amendment no. 2 to an agreement between the City of Beverly Hills and Dixon Resources Unlimited for parking consulting services; and approve a purchase order in an amount not-to-exceed $138,700.00 for FY 22-23. (PD)

INTRODUCTION
The City conducts transactions with vendors using agreements and purchase orders. As opposed to issuing a purchase order for every transaction, repetitive and pre-specified purchases can benefit from blanket purchase order (BPO) issuance. BPOs streamline the purchasing process by enabling the City to issue one consolidated purchase order to a vendor for goods or services at a pre-determined price that remains in effect for the entire fiscal year. BPOs are also issued each year for multi-year contracts approved by the City Council. This process ensures that expenditures in any given year of a multiyear contract term are carefully measured and accounted for in each department’s encumbrances. In developing the list of BPOs for the upcoming fiscal year, the Finance Department works collaboratively with all City departments to obtain pricing from vendors with repetitive and recurring purchasing activity and also to project expenditures on an annual scale instead of an individual transaction basis. These projections result in BPOs of various amounts described herein. The goods and services indicated on a BPO are provided by vendors on an as-needed basis throughout the fiscal year, but the stability of secured pricing if and when goods and services are requested is a benefit to the City. Due to the nature of some of the goods and services provided, agreements may also be required. This report requests the City Council approve 11 agreements and four (4) amendments related to annual services as well as authorize the issuance of BPOs to 62 vendors described herein.

DISCUSSION
Every fiscal year, the City issues BPOs to vendors that provide goods and services to City departments. By issuing vendors one purchase order rather than several, the City:
 Increases its efficiency;
 Saves money through better pricing;
 Helps departments reduce delays in obtaining goods or services necessary to perform their duties; and
 Provides greater fiscal transparency in departmental expenditures through the disclosure of an entire fiscal years’ worth of anticipated expenses with major vendors.

Meeting Date: June 14, 2022

When small purchases are consolidated into one large BPO purchase, the City receives the added benefit and protection of formal bidding and/or exemption from bidding that requires City Council or City Manager approval. While the agreements may be for one or more years, the purchase orders included are for one fiscal year and the requirements and approval limits are outlined by the City’s Municipal Code, supplemented by administrative regulation.

In making a purchasing decision, the price for goods/services is always a concern but it is not the sole determining factor. Important considerations include:
 The reliability of a product;
 The ability of a vendor to provide continuing service;  Current usage of proprietary products by the City;
 Timely availability, quality, location; and
 Vendor experience and performance.

The total benefit to the City is the most important consideration in a purchasing decision of goods or services. The initial cost is a factor in the equation, but the net cost over the life of the product or service is of greater value. The department head or designee authorizes every individual order for goods and services. Additionally, the City:
 Does not guarantee any minimum annual purchases;
 Can cancel a BPO at any time; and
 Is under no obligation to spend any or all funds encumbered under a BPO.

BPOs are for the convenience of the City and its daily operational needs. All BPOs automatically expire on June 30 of a given fiscal year. The vendors and dollar amounts listed in Attachment 1 are for items which are included in the Fiscal Year 2022-23 budget and total $39,622,301.18. As a comparison, the request for previous years’ BPOs are as follows:

FY 2020-21 FY 2021-22 FY 2022-23
BPO Amount $41,295,499.67 $42,231,151.74 $39,622,301.18 No. of Vendors with BPOs 104 70 62
No. of Agreements 25 12 11
No. of Amendments 8 4 4
Pursuant to Section 3-3-107 of the City’s Municipal Code, the BPOs being presented in this report require City Council approval as the total not-to-exceed amount of each BPO exceeds $100,000.

The changes to the City’s Municipal Code in April 2021 (Ordinance 21-O-2385) increased the Council approval threshold for purchases over $50,000 to over $100,000.

These changes resulted in fewer BPOs, agreements, and amendments that require City Council approval. This trend started in Fiscal Year 2021-22 and continues into Fiscal Year 2022-23.

Meeting Date: June 14, 2022

Variation from year to year reflects the readiness of individual requests to be included on the Finance Department’s annual agenda item. Requests which are not ready by the internal deadlines set by Finance are taken as separate items to the City Council by the respective requesting department. Due to process improvements over the last few years and continued coordination and planning with all departments, departments were able to successfully meet deadlines for inclusion of their requests in the Finance Department’s annual BPO report, and as such, there should be fewer subsequent reports for annual BPOs presented to Council for approval.

The Finance Department’s annual BPO report to Council is intended to accommodate most situations involving an agreement, amendment or purchase order approval.

However, where an appropriation or additional detail is required regarding an agreement, amendment or purchase order, departments will present such items for Council approval rather than include them on the Finance Department’s annual report.

Procurement Category FY 2021-22 FY 2022-23 Increase /
(Decrease) % Change
Building and Facilities
Maintenance $9,492,363.84 $ 5,083,530.00 ($4,408,833.84) -46% Vehicles, Equipment
and Information
Systems

$8,621,115.74 $ 9,270,769.44 $649,653.70 +8%
Materials and Supplies

$1,248,100.00 $ 1,463,418.93 $215,318.93 +17%
Professional and
Contractual Services

$13,078,151.16 $ 9,671,120.81 ($3,407,030.35) -26%
Enterprise Fund
Operations

$9,791,421.00 $ 14,133,462.00 $4,342,041.00 +44%
TOTAL ALL: $ 42,231,151.74 $39,622,301.18 ($2,608,850.56) -6% While the annual BPO requests are variable in nature, there has been a minor decrease (-6%) in overall BPO request amounts between last fiscal year and this fiscal year. Some of the individual categories of purchases experienced high variance and are explained below:
 Building and Facilities Maintenance:

This category’s decrease of 46 percent was due primarily to the following:
o This year’s BPO request associated with the Merchant’s Building Maintenance for facility custodial services is approximately $2 million less than last year’s BPO request. The agreement is set to expire in December 2022 so this amount represents roughly half of the amount needed for an entire year. The approval for the purchase order amount required to complete these services for the remainder of the fiscal year, as well as the new agreement, will be requested of the City Council as the expiration date of the current agreement approaches.

Meeting Date: June 14, 2022

o BPOs for Liftech (elevator maintenance) and DMS Facilities (facilities engineering) are not included in this year’s approval request from the Finance Department. The Public Works Department presented agreement amendments and purchase order approvals for both vendors to the City Council at the May 24, 2022 meeting. These amendments were required in order to continue services while the City is in the midst of RFP processes for both services. In Fiscal Year 2021-22, BPO requests for these two vendors totaled approximately $2.6 million.  Vehicles, Equipment and Information Systems:

This category’s increase of 8 percent was due primarily to the following:
o The BPO request with Truman Arnold Companies for gasoline and diesel fuel increased by $500,000 from last fiscal year, reflecting rising fuel prices.
o Annual cost increases related to software license and maintenance renewals for the City’s various software applications and systems.  Materials and Supplies:

This category’s increase of 17 percent was due primarily to the following:
o This category consists of BPO requests with vendors that provide largescale office supplies and industrial supplies such as Office Depot, Amazon, Grainger, and Graybar Electric Co. The products offered by these vendors have experienced inflationary cost increases, resulting in the need for increased BPO amount requests.
o This fiscal year’s requests include a new BPO with Meridian Rapid Defense Group LLC for event protection barriers, adding $130,000.00 (approximately 10%) to this category.
 Professional and Contractual Services:

This category’s decrease of 26 percent was due primarily to the following:
o This fiscal year’s requests do not include approximately $3.1 million of BPOs that were requested last year for nurse practitioner services, and safety, hospitality ambassador services, and jail operations and management services.
 The nurse practitioner program is in effect in FY 2022-23, however unlike previous years, individual BPOs with each nurse practitioner are not expected to exceed $100,000. At the proposed amounts, these BPOs do not require City Council approval.
 Hospitality ambassador services are provided by Mydatt Services Inc. As the City Council approved a new agreement, appropriation request, and FY 2022-23 purchase order on April 12, 2022, this BPO did not need to be included in this year’s BPO requests but will be presented next year when FY 2023-24 BPO approvals are requested.
 Jail operations and management services are provided by Universal Protection Service, LP. The Police Department will be presenting the corresponding agreement, appropriation request and purchase order request to the City Council on June 21, 2022.

Meeting Date: June 14, 2022

 Enterprise Fund Operations:

This category’s increase of 44 percent was due primarily to the following:
o The $4,342,041.00 increase between Fiscal Year 2021-22 and Fiscal Year 2022-23 can almost be largely attributed to the cost increase associated with the agreement between the City and Arakelian Enterprises, Inc. for solid waste collection and disposal services. Effective April 1, 2022 there was a 61% rate increase from the vendor, resulting in a BPO request of $12,679,982.00 this year, compared to $7,024,489.00 last year.
o The increase above is partially offset by $1,500,000.00 in BPO requests from last year with two parking operations vendors (IPS Group, Inc. and Parking Concepts, Inc.) that are not in the Finance Department’s BPO report this year. Each of these agreements requires an amendment and both amendments and their corresponding BPO requests are anticipated to be presented by the Public Works Department to the City Council the June 21, 2022.

Additional Fiscal Year 2021-22 Item:

Staff recommends that the City Council move to approve a fiscal year 2021-22 change order to an existing purchase order in the amount of $199,002.50 with Greenberg Glusker Fields Claman and Machtinger, LLP (Greenburg Glusker) to provide special counsel services to the City during the negotiation of the development agreement associated with the Cheval Blanc Beverly Hills Specific Plan Project. The full cost of the services provided Greenburg Glusker will be borne by the project applicant.

FISCAL IMPACT
Funds for each of the BPOs requested in Exhibit A are included in the Fiscal Year 2022- 23 budget, which is anticipated to be adopted by City Council on June 14, 2022. The total of all blanket purchase orders requested within this report is $39,622,301.18.

Procurement Category No. of Vendors Amount
Building and Facilities 4 $ 5,083,530.00
Vehicles, Equipment, and Info. Systems 21 $ 9,270,769.44 Material and Supplies 7 $ 1,463,418.93
Professional and Contractual Services 22 $ 9,671,120.81 Enterprise Fund Operations 8 $ 14,133,462.00
Total 62 $39,622,301.18
Tatiana Szerwinski,
Assistant Director of Finance
Jeff S. Muir,
Director of Finance
Approved By Approved By
Attachment 1
ATTACHMENT 1:

EXHIBIT A - FISCAL YEAR 2022-23 BLANKET PURCHASE ORDERS Department Category Classification Vendor Name Description Amount 350 BUILDING AND FACILITIES

MAINTENANCE

JANITORIAL MAINTENANCE

SERVICE AND SUPPLIES
MERCHANTS BLDG & MAINTENANCE CITYWIDE MONTHLY CUSTODIAL ($1,448,663.00); SPECIALIZED CLEANING ($158,083.00) $1,606,746.00
350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
WEST COAST ARBORISTS INC CITYWIDE TREE TRIMMING, MAINT, REMOVAL & REPLACEMENT $2,340,000.00 350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
LANDCARE HOLDINGS W/AMENDMENT LANDSCAPE MAINTENANCE SERVICES FOR CITY PARKS AND FACILITIES $820,380.00 350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
BEVERLY HILLS ACQUISITION, LLC PUBLIC GARDENS MAINTENANCE $196,404.00 350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
BEVERLY HILLS ACQUISITION, LLC RECIPROCAL EASEMENTS AND OPERATIONS $120,000.00 TOTAL BUILDING AND FACILITIES MAINTENANCE: $5,083,530.00 200 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

EQUIPMENT - MAINTENANCE

AND MATERIAL
ALLSTAR FIRE EQUIPMENT INC FIRE AND OTHER SAFETY EQUIPMENT $129,316.75 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

METASOURCE, LLC W/AGREEMENT
DOCUMENT IMAGING AND RECORDS MANAGEMENT $485,000.00
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

CDW GOVERNMENT W/AGREEMENT IT CONSULTING SERVICES, MISCELLANEOUS HARDWARE, SOFTWARE

AND EQUIPMENT, AS NEEDED
$1,700,000.00
310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
DELL MARKETING L.P.

DELL COMPUTERS, HARDWARE, SOFTWARE AND EQUIPMENT AS
NEEDED
$250,000.00
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

GRANICUS, INC LIVE AND ON DEMAND VIDEO STREAMING SERVICES AND CLOSED

CAPTIONING FOR CITY COUNCIL AND COMMISSION MEETINGS
$145,258.27
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
INFOR PUBLIC SECTOR, INC. PW WORK ORDER AND ASSET MANAGEMENT SYSTEMS ANNUAL

MAINTENANCE AND SUPPORT
$197,586.33
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

INTEGRATED MEDIA TECHNOLOGIES ANNUAL MAINTENANCE AND SUPPORT FOR EXTREME NETWORK

GEAR AND NETWORK SECURITY APPLIANCES
$188,343.30
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
ISSQUARED, INC W/AGREEMENT NETWORK ENGINEERING SERVICES $125,000.00 310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

MAINLINE INFORMATION SYSTEMS

W/AGREEMENT

SERVICES FOR CITYWIDE COMMUNITY VIDEO SECURITY PROJECTS

AND OTHER CITYWIDE INITIATIVES, INCLUDING RELATED HARDWARE,

SOFTWARE, AND EQUIPMENT, AS NEEDED
$1,200,000.00
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
SOFTWARE MOTOROLA SOLUTIONS, INC.

MOTOROLA ANNUAL MAINTENANCE AND SUPPORT FOR THE CITY'S
RADIO SYSTEMS INCLUDING INFRASTRUCTURE ($92,887.09); RADIO DEPOT SERVICE FOR LEGACY EQUIPMENT ($10,000); MOTOROLA

RADIOS AND RADIO RELATED HARDWARE, SOFTWARE AND
EQUIPMENT AS NEEDED ($250,000)
$352,887.09
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
SENSERA SYSTEMS, INC. WIRELESS CCTV CAMERA ACCESS AND MANAGEMENT – SOFTWARE

AS A SERVICE LICENSING AND MAINTENANCE
$322,608.00
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
SOFTWARE ONE INC. MICROSOFT SOFTWARE LICENSING, MAINTENANCE, AND SUPPORT

FOR CITYWIDE MICROSOFT SUITE
$437,052.00
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE TOWNE COMMUNICATIONS, INC

AVAYA TELECOMMUNICATIONS SYSTEMS MAINTENANCE AND
SUPPORT, REDSKY 9-11 ANYWHERE MAINTENANCE AND SUPPORT,

BBX VUESION MAINTENANCE AND SUPPORT, AND MUTARE GIST
MAINTENANCE AND SUPPORT ($259,763.68);
TELECOMMUNICATIONS CONSULTING SERVICES ($100,000)
$359,763.68
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

TYLER TECHNOLOGIES, INC

MUNIS ANNUAL MAINTENANCE AND SUPPORT FOR THE CITY'S
ENTERPRISE RESOURCE MANAGEMENT ($347,058.88); COMPUTER
AIDED DISPATCH & RECORDS MAINTENANCE SYSTEM ($316,050.00).

FN & PD
$663,108.88
310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
XEROX CAPITOL SERVICES, LLC LEASE OF CITYWIDE MULTIFUNCTION DEVICES (COPY/PRINT/SCAN) $350,000.00 310

VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

XO COMMUNICATIONS SERVICES LLC INTERNET SERVICE PROVIDER, AND RELATED NETWORK AND DATA

CENTER SERVICES
$125,000.00

MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
SOFTWARE AT&T MOBILITY II, LLC WIRELESS SERVICES $557,700.00

MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
SOFTWARE VERIZON WIRELESS WIRELESS SERVICES $155,000.00 350 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
TRUMAN ARNOLD COMPANIES GASOLINE AND DIESEL FUEL PURCHASES $1,200,000.00 350 MATERIALS AND SUPPLIES MOTOR VEHICLE PARTS AND

ACCESSORIES
CLEAN ENERGY COMPRESSED NATURAL GAS & LOW CARBON FUEL $168,000.00 400 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
CENGAGE LEARNING, INC. LIBRARY MATERIALS SERVICES $159,145.14 TOTAL VEHICLES, EQUIPMENT AND INFO SYSTEMS: $9,270,769.44

BUILDING AND FACILITIES MAINTENANCE

VEHICLES, EQUIPMENT AND INFORMATION SYSTEMS
ATTACHMENT 1:

EXHIBIT A - FISCAL YEAR 2022-23 BLANKET PURCHASE ORDERS Department Category Classification Vendor Name Description Amount 200 MATERIALS AND SUPPLIES FIRE AND OTHER SAFETY

SUPPLIES
L N CURTIS & SONS FIRE AND OTHER SAFETY EQUIPMENT $105,468.93 350 MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES
GRAYBAR ELECTRICAL CO., INC. ELECTRICAL REPLACEMENT PARTS AND COMPONENTS $105,000.00 350 MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES
GRAINGER HARDWARE, SUPPLIES, SMALL TOOL $196,000.00
MULTIPLE MATERIALS AND SUPPLIES MISC. MATERIALS AND SUPPLIES AMAZON.COM SERVICES, INC. ONLINE OFFICE SUPPLIES $306,700.00 MULTIPLE MATERIALS AND SUPPLIES OFFICE SUPPLIES ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES $120,250.00 MULTIPLE MATERIALS AND SUPPLIES UNIFORMS, SHOES, ETC. GALLS, LLC CLOTHING $500,000.00 400 MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES

MERIDIAN RAPID DEFENSE GROUP LLC
W/AGREEMENT EVENT PROTECTION BARRIERS $130,000.00
TOTAL MATERIALS AND SUPPLIES: $1,463,418.93

MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ADVERTISING - DISPLAY AND
LEGAL
AAA FLAG & BANNER MFG. CO., INC.

W/AMENDMENT ADVERTISING $301,200.00
130 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
LIEBERT CASSIDY WHITMORE EMPLOYEE RELATIONS & NEGOTIATIONS $200,000.00 170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
FLYING LION, INC. REMOTE DRONE PILOTS $300,000.00
170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
NASTEC INTERNATIONAL, INC. ARMED SECURITY SERVICES - PROTEST/PUBLIC SAFETY $305,000.00 170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
COVERED 6, LLC ARMED SECURITY SERVICES - PROTEST/PUBLIC SAFETY $305,000.00 170 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES AXON ENTERPRISE, INC. BODY CAMERA HARDWARE AND SYSTEM MAINTENANCE $286,000.00 170 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES CITY OF GLENDALE W/AGREEMENT CRIME LABORATORY SERVICES $162,500.00 170 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES DIXON RESOURCES UNLIMITED PARKING CONSULTING SERVICES $138,700.00 350 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES MV TRANSPORTATION, INC. TRANSIT SERVICES $994,456.81

MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

OTHER CONTRACTUAL SERVICES
CINTAS CORPORATION LAUNDRY AND CLEANING SERVICES $165,460.00 310 PROFESSIONAL AND

CONTRACTUAL SERVICES
PRINTING AND MAILING QUADIENT INC. (FORMERLY NEOPOST) CITYWIDE POSTAGE FOR CENTRALIZED MAILING $180,000.00

MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PRINTING AND MAILING
RED BRICK CORP PRINTING AND MAILING SERVICES $211,000.00

MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND
CONSULTING SERVICES OFFICE TEAM/ROBERT HALF PROVIDE TEMPORARY STAFFING $255,000.00 050 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
DAPEER, ROSENBLIT & LITVAK LLP MUNICIPAL CODE PROSECUTIONS $770,000.00 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
GREENBERG GLUSKER FIELDS ET AL, LLP SPECIAL COUNSEL SERVICES FOR NEGOTIATIONS OF DAS $500,000.00 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
CSG CONSULTANTS INC. W/AMENDMENT PLAN REVIEW AND SUPPLEMENTAL SERVICES $250,000.00 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
J. LEE ENGINEERING, INC W/AGREEMENT PLAN REVIEW SERIVCES AND SUPPLEMENTAL CONSULTING SERVICES $500,000.00 310 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE,

INC (ESRI) W/AGREEMENT

GIS RELATED PROFESSIONAL SERVICES, INCLUDING APPLICATION DEVELOPMENT, FOR CITYWIDE GIS INITIATIVES.
$125,000.00
310 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES FIRST TEK, INC W/AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES RELATED TO

CITY-WIDE EGOV PROJECTS AND DOCUMENT IMAGING
$335,000.00
310

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND
CONTRACTUAL SERVICES EDGESOFT INC. W/AGREEMENT PROFESSIONAL SERVICES RELATED TO EGOV INITIATIVES, CITYWIDE

APPLICATION DEVELOPMENT AND RELATED SERVICES
$375,000.00
270/200 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
JAS PACIFIC PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES $207,500.00

MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND
CONTRACTUAL SERVICES RICHARDS, WATSON & GERSHON LEGAL SERVICES $2,804,304.00 TOTAL PROFESSIONAL AND CONTRACTUAL SERVICES: $9,671,120.81 170 ENTERPRISE FUND OPERATIONS PARKING OPERATIONS DATA TICKET, INC. PARKING CITATION AND PERMIT MANAGEMENT SYSTEM $373,480.00 350 ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL
ARAKELIAN ENTERPRISES, INC. SOLID WAST COLLECTION SERVICES $12,679,982.00 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM EUROFINS EATON ANALYTICAL, LLC WATER METER COMPONENTS AND PARTS $200,000.00 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM WESTERN WATER WORKS SUPPLY CO WATERWORKS SUPPLIES $170,000.00 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM ACLARA TECHNOLOGIES LLC WATER METER COMPONENTS AND PARTS $135,000.00 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM TESCO CONTROLS INC INTEGRATION SERVICES FOR SCADA $200,000.00 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM HACH COMPANY CHEMICAL REAGENTS $190,000.00 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM JENSEN ENTERPRISES INC METER VAULTS $185,000.00 TOTAL ENTERPRISE FUND OPERATIONS: $14,133,462.00
TOTAL BUILDING AND FACILITIES MAINTENANCE: $5,083,530.00 TOTAL VEHICLES, EQUIPMENT AND INFO SYSTEMS: $9,270,769.44 TOTAL MATERIALS AND SUPPLIES: $1,463,418.93
TOTAL PROFESSIONAL AND CONTRACTUAL SERVICES: $9,671,120.81 TOTAL ENTERPRISE FUND OPERATIONS: $14,133,462.00
TOTAL ALL FY 2022-23 BPO REQUESTS: $39,622,301.18

TOTAL MATERIALS AND SUPPLIES

PROFESSIONAL AND CONTRACTUAL SERVICES

ENTERPRISE FUND OPERATIONS
Attachment 2
B0785-0001\2661139v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND
SERVICES RELATED TO THE CITY’S DOCUMENT AND

RECORDS MANAGEMENT SYSTEM
NAME OF CONSULTANT: MetaSource, LLC

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Steve Cooley, Strategic Account Manager
CONSULTANT'S ADDRESS: 67 West 13490 South, Suite 300
Draper, UT 84020
CONSULTANT’S E.I.N/TAX I.D. NO.: 26-0771758
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023, unless sooner terminated pursuant to Section 13 of the Agreement
CONSIDERATION: Not to exceed $485,000 based on the costs set forth in Exhibit B
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND
SERVICES RELATED TO THE CITY’S DOCUMENT AND

RECORDS MANAGEMENT SYSTEM
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "City"), and MetaSource, LLC (hereinafter called "Consultant").

RECITALS
A. City desires to have certain services provided as set forth in Exhibit A, attached hereto and incorporated herein by this reference (the "Services").

B. Consultant represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

Section 1. Consultant's Services. Consultant shall provide Kofax maintenance and support, document conversion services, and related professional services, as more particularly described in Exhibit A, Scope of Work, in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Time of Performance. This Agreement shall commence upon a notice to proceed, and shall terminate on the Termination Date set forth above, unless sooner terminated pursuant to Section 13 of this Agreement.

Section 3. Compensation. City agrees to compensate Consultant, and Consultant agrees to accept in full satisfaction for the services required by this Agreement the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of Consultant's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable).

Section 4. Method of Payment. Consultant shall submit to City a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice.

Section 5. Independent Contractor. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as herein set forth. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.

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Section 6. Assignment and Subcontracting. Consultant shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Consultant, however, shall at all times be responsible for the services performed by any subcontractors.

Section 7. Party Representatives.
(a) Consultant: Responsible Principal. The Responsible Principal set forth above shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant shall not be made without the prior written consent of City. (b) Consultant’s Onsite Representatives. Consultant shall have at least one competent representative on the project site at all times while work is in progress. At the City’s direction and at the sole discretion of the City, Consultant shall immediately replace any individual who fails to perform the duties required by the work with a qualified, competent replacement that is acceptable to City’s authorized representative. (c) City Representative. The City Manager or his designee shall represent City in the implementation of this Agreement.

Section 8. Personnel. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's services under this Agreement.

Section 9. Permits and Licenses. Consultant shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of Consultant. Consultant affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Consultant.

Section 11. Insurance.
(a) Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Consultant.
2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by Consultant in performing the Scope of Work required by this Agreement. 3) Workers' compensation insurance as required by the State of California.

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4) A policy or policies of Professional Liability Insurances (errors and omissions) with minimum limits of One Million Dollars ($1,000,000.00) per claim and in the aggregate for the Services to be performed pursuant to this Agreement. (b) Consultant shall require each of its sub-Consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) Consultant agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Consultant's expense, the premium thereon.
(e) At all times during the term of this Agreement, Consultant shall maintain on file with the City’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. Consultant shall, prior to commencement of work under this Agreement, file with the City’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the City as an additional insured.
(f) Consultant shall provide City with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by Consultant shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit City’s right to recover against Consultant and its insurance carriers.

Section 12. Indemnification.
(a) Consultant agrees to indemnify, hold harmless and defend the City of Beverly Hills, the City Council and each member thereof, and every officer, employee and agent of the City from any claim, liability or financial loss (including without limitation, attorney’s fees and costs) arising out of the acts or omissions of Consultant, its employees, agents, representatives, and/or subcontractors, whether intentional, reckless, negligent, or otherwise wrongful, in the performance of this Agreement.

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(b) Consultant agrees to indemnify, hold harmless and defend the City, the City Council and each member thereof, every officer, employee and agent of the City from and against any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any claim that the technology and services provided by Consultant under this Agreement infringes upon any copyright, trade secret, trademarks, patent or other proprietary or intellectual property right of any third party.
(c) All duties of Consultant shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) City may cancel this Agreement, with or without cause, at any time upon five (5) calendar days written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid full compensation for all services performed by Consultant, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, Consultant shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid Consultant for the full performance of the services required by this Agreement.

Section 14. City’s Responsibility. City shall provide Consultant with all pertinent data, documents, and other requested information as is available for the proper performance of Consultant’s services.

Section 15. Information and Documents. All data, information, documents and drawings prepared for City and required to be furnished to City in connection with this Agreement shall become the property of City, and City may use all or any portion of the work submitted by Consultant and compensated by City pursuant to this Agreement as City deems appropriate.

Section 16. Records Retention and Examination. Consultant shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by City under the Agreement. Consultant shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of City, including the City Manager or designee, free of charge. Consultant shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as City deems necessary. If records are not made available within the County of Los Angeles, Consultant shall pay City’s travel, hotel and meal costs to the location where the records are maintained. Consultant must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Non-Disclosure.
(a) Pursuant to the terms of this Agreement, City has provided, or will provide Consultant with certain information, and/or access to certain information (the “Information”), DocuSign Envelope ID: 16EAD73B-33B1-468A-BF1D-3896AA6C5911 - 6 -
B0785-0001\2661139v2.doc
which was or will be obtained by the City pursuant to a License Agreement with a third party, or which is the proprietary information of the City, or which is not publicly known. Consultant, its employees, agents, representatives, contractors and subcontractors shall hold the Information private and confidential, and shall not:
(i) Use the Information, nor cause the Information to be used for any purpose other than in performance of its duties to the City, (ii) Participate in the wrongful use, illegal use, or unauthorized disclosure of the Information, or
(iii) Sell, release, free trade, assign, or provide access to the Information, directly or indirectly, to third parties. This provision survives termination of Consultant’s duties to the City.

Section 18. Notice. Any notice required by this Agreement shall be deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as the parties may designate in writing.

Section 19. Attorney’s Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney’s fees and costs of such litigation.

Section 20. Precedence. In case of conflict between any of the Exhibits attached hereto and the terms of this Agreement, this Agreement shall take precedence over the Exhibits.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between City and Consultant, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Consultant.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Section 24. No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than City and Consultant, except as expressly provided otherwise herein. No entity not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party’s performance or non-performance under this Agreement, except as expressly provided otherwise herein.

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[Signatures follow]
EXECUTED the _____ day of _______________, 202__.

CITY OF BEVERLY HILLS
A Municipal Corporation
________________________________

LILI BOSSE
Mayor of the City of Beverly Hills
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
COMPANY NAME: METASOURCE, LLC
________________________________

RANDY POWELL
Vice President
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

DAVID SCHIRMER
Chief Information Officer
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
Consultant shall provide the following services related to the City’s Documents and Records Management System (or “system”) as set forth in this Exhibit and City’s Request for Proposals (Bid No. 12-25) to the City’s full satisfaction:

TASK 1: Document Conversion Services: Consultant shall provide document conversion services, which shall be provided on an as needed basis, as determined by City representatives.
(a) Consultant’s duties shall include provision of all necessary discovery, sample testing, image adjustment, labor, hardware, equipment, software, validation, quality control, and release to complete full document conversion services into the City’s Document and Records Management system.
(b) Consultant shall provide high quality scanning services at 200 DPI resolution for various document types and sizes, as directed by City staff.

TASK 2: Professional Services: Consultant shall provide Kofax maintenance support, software customizations, engineering, integrations, and application development services to maximize the performance of the records management system. (a) Consultant shall provide the following professional services as requested by the City:
i. Provide detailed technical specifications, develop code, and other necessary technical tasks to automate and integrate AX applications with various City software applications.
ii. Provide discovery, solutions deployment, application testing, validation and support. iii. Develop application code and perform the integration necessary for ‘public access’ applications.
iv. Create departmental AX applications.
v. Provide various application services to optimize City department applications and workflows.
(b) The following tasks shall be provided with respect to all Professional Services requests received from authorized City staff:
i. Project Management: Consultant shall present a comprehensive project plan and project budget, detailing time and resources required to accomplish the requested tasks. Consultant shall employ professional project management software such as Microsoft Project.

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ii. Documentation: Consultant shall develop documentation to support the City’s business processes. At a minimum, Consultant shall provide the City with the following:

1. User documentation

2. Configuration documentation

3. Interface documentation

4. System administration manuals

5. Application software tutorials

6. System documentation
All user documentation, including application and interface documentation, help documentation and software tutorials should be available online and accessible from within the relevant application. Additionally, Consultant shall provide sufficient copies of each type of user documentation.
iii. Testing: Consultant shall provide adequate provisions for functional, performance and reliability testing. City requires Consultant involvement in the development and execution of all test plans to ensure that the customizations and integrations deliver the expected results.
iv. Training: Consultant shall provide the following as needed types of training programs:

1. Administrator training that includes all knowledge transfer activities necessary to enable City staff to configure, tailor, monitor and administer the technical and functional aspects of system.

2. End user training that includes the use of a “train-the-trainer” approach accompanied by computer-based training, both web-based and onsite.

All training materials shall be provided in both electronic and hard copy formats for unlimited duplication by City. Training materials shall reflect the specific functionality of the system in City and all training sessions shall include specific skills required to support the functionality of the City’s system.

Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and City have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for City employees and the community, City is requiring all contractors and Consultant to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “Consultant employees”) assigned to City projects that come onsite to any City facility to perform services under the Agreement.

B. Consultant shall notify City immediately in writing if Consultant or Consultant employees have come in contact with anyone with an infectious disease or has contracted an DocuSign Envelope ID: 16EAD73B-33B1-468A-BF1D-3896AA6C5911 - 10 -
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infectious disease. Such Consultant employees shall immediately cease performing services under the Agreement.

C. Consultant shall monitor Consultant employees’ signs and symptoms with written logs. Consultant shall maintain a daily recording of the following:

1. Require Consultant employees to take their temperature each time they enter and exit City facilities (both before and after work is performed at City facilities).

2. If Consultant employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, Consultant shall:
(a) Direct employees not to report to work.
(b) Contact your City Responsible Principal.

3. Consultant shall ask employees to identify any close contact they had with others at a City facility during the 48 hours prior to symptom onset or positive test, if asymptomatic.

Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. Consultant shall disinfect all areas that Consultant’s employees come in contact with while performing services under the Agreement before and after usage.

5. Consultant employees shall not return to any City facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * Consultant acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. Consultant shall also maintain daily monitoring and record keeping in connection with City projects where Consultant employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. Consultant employees are not working while sick.

3. Consultant shall notify their City Project Manager or City Responsible Principal prior to reporting on site daily.

4. Consultant shall contact their City Project Manager or City Responsible Principal to reschedule non-essential services.

E. Consultant shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

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Consultant shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest City updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
City reserves the right to review Consultant’s daily logs to ensure compliance with this Agreement. City has the right to send Consultant employees home who do not comply with these requirements. Consultant shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact City’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

COMPENSATION AND PAYMENT
City shall compensate Consultant in an amount not to exceed Four Hundred Eighty-Five Thousand Dollars ($485,000) at the rates set forth in this Exhibit. In no event shall the total amount exceed Four Hundred Eighty-Five Thousand Dollars ($485,000).

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DocuSign Envelope ID: 16EAD73B-33B1-468A-BF1D-3896AA6C5911 -14-
Certificate Of Completion
Envelope Id: 16EAD73B33B1468ABF1D3896AA6C5911 Status: Sent Subject: Please DocuSign: MetaSource Agreement (5-20-22).pdf Source Envelope:

Document Pages: 14 Signatures: 4 Envelope Originator:

Certificate Pages: 2 Initials: 0 Nicole McClinton
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
5/18/2022 10:07:55 AM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Randy Powell
[email protected]
Vice President
MetaSource, LLC
Security Level: Email, Account Authentication
(None)
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Signed by link sent to [email protected]
Using IP Address: 65.130.185.137
Sent: 5/18/2022 10:13:34 AM
Resent: 5/25/2022 10:39:50 AM
Viewed: 5/25/2022 11:24:28 AM
Signed: 5/25/2022 11:27:33 AM
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David Schirmer
[email protected]
Security Level: Email, Account Authentication
(None)
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Signed by link sent to [email protected]
Using IP Address: 198.245.188.115
Sent: 5/25/2022 11:27:35 AM
Viewed: 5/25/2022 1:23:22 PM
Signed: 5/25/2022 1:23:40 PM
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Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
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Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 5/25/2022 1:23:41 PM
Viewed: 5/25/2022 4:03:35 PM
Signed: 5/25/2022 4:03:59 PM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/25/2022 4:04:01 PM
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Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
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Sent: 5/26/2022 12:25:52 PM
Viewed: 5/26/2022 4:14:13 PM
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George Chavez
[email protected]
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Lili Bosse
[email protected]
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Huma Ahmed
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B0785-0001\2660469v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: CDW Government, LLC

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Jason Schwartz, Regional Sales Manager
CONSULTANT'S ADDRESS: 230 N. Milwaukee Avenue
Vernon Hills, IL 60061
CONSULTANT’S E.I.N./TAX I.D. 36-3310735
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Not to exceed $1,700,000, as detailed in Exhibit B, Schedule of Rates and Payment

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 -2-
B0785-0001\2660469v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and CDW Government LLC (hereinafter called "CONSULTANT").

RECITALS
A. CITY desires to have certain services provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein, collectively the “Services”.

B. CONSULTANT represents that it is qualified and able to perform the Services.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

Section 1. CONSULTANT's Services. CONSULTANT shall perform the Services described in Exhibit A, in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2022 and shall terminate on June 30, 2023.

Section 3. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth above and/or in conformance with the project timeline established by the City Manager or his designee.

Section 4. Compensation.
(a) Compensation. CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, Schedule and Rates of Payment, attached hereto and incorporated herein.
(b) Expenses. The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses, unless approved in writing by the Chief Information Officer.

Section 5. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 -3-
B0785-0001\2660469v1.doc
CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B.

Section 6. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 7. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 8. Responsible Principal(s).
(a) CONSULTANT's Responsible Principal set forth above shall be principally responsible for CONSULTANT's obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 9. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 10. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 11. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 -4-
B0785-0001\2660469v1.doc
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any action brought by an unaffiliated third party either for death or personal injury or for damage to tangible personal property, to the extent that the claim is proximately caused by any person employed by CONSULTANT in the performance of this Agreement or arising out of the work performed by CONSULTANT.

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 -5-
B0785-0001\2660469v1.doc
(b) All duties of CONSULTANT under this Section 12 shall survive termination of the Agreement.

Section 14. Termination.
(a) CITY and CONSULTANT shall have the right to terminate this Agreement for any reason or for no reason upon fifteen calendar days' written notice to CONSULTANT.

CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice.
(b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 15. CITY's Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT's Services.

Section 16. Information and Documents/Work Product.
(a) All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate. (b) CITY shall have a non-transferable, royalty-free, perpetual license to use all products of consulting, including, without limitation, any copyrightable works, ideas, discoveries, inventions, patents, products, videos, graphics, scripts, or other information (collectively the “Work Product”) developed in whole or in part by CONSULTANT in connection with this Agreement.

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 -6-
B0785-0001\2660469v1.doc
Section 20. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 21. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 22. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: CDW GOVERNMENT, LLC

DARIO BERTOCCHI
Director Program Sales
[Signatures continue]
DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 -7-
B0785-0001\2660469v1.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
_

DAVID SCHIRMER
Chief Information Officer

SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 8 B0785-0001\2660469v1.doc

EXHIBIT A

SCOPE OF SERVICES
CONSULTANT shall provide information technology consulting services (the “Services”) and equipment related to CITY’s computing infrastructure, including hardware, software and related equipment in support of various CITY initiatives. CONSULTANT shall provide the Services as directed by CITY on an as-needed basis including but not limited to:
i. Analyze business requirements and subsequently create high-level technical design documents and related technical specifications for the implementation of SharePoint collaboration services
ii. Install, configure and customize SharePoint services to have documents stored and indexed in a central repository, directly savable to the central repository from office applications, make is easily searchable and sharable among departments with appropriate security.
iii. Install, configure and customize complex computing infrastructure components like servers, storage, networking gear, etc.
iv. Perform sever consolidation services using private and public cloud offerings. v. Perform professional services engagements to address disaster recovery needs, mobile computing, messaging and evaluating new technologies.

For all work to be completed under this Agreement, CONSULTANT shall provide a detailed scope of work subject to the prior written approval of CITY, including detailed deliverables and payment milestones, which shall be signed by both parties and subject to the terms and conditions of this Agreement.

Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONTRACTOR to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONTRACTOR employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONTRACTOR shall notify CITY immediately in writing if CONTRACTOR or CONTRACTOR employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONTRACTOR employees shall immediately cease performing services under the Agreement.

C. CONTRACTOR shall monitor CONTRACTOR employees’ signs and symptoms with written logs. CONTRACTOR shall maintain a daily recording of the following:

1. Require CONTRACTOR employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 9 B0785-0001\2660469v1.doc

2. If CONTRACTOR employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONTRACTOR shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONTRACTOR shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONTRACTOR shall disinfect all areas that CONTRACTOR’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONTRACTOR employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONTRACTOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONTRACTOR shall also maintain daily monitoring and record keeping in connection with CITY projects where CONTRACTOR employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONTRACTOR employees are not working while sick.

3. CONTRACTOR shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONTRACTOR shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONTRACTOR shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONTRACTOR shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 10 B0785-0001\2660469v1.doc
CITY reserves the right to review CONTRACTOR’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONTRACTOR employees home who do not comply with these requirements. CONTRACTOR shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 11 B0785-0001\2660469v1.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation for scheduled service during normal business hours as set forth in each scope of work submitted by CONSULTANT to CITY and signed by both parties. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of One Million, Seven Hundred Thousand Dollars ($ 1,700,000.00), as set forth in the purchase orders issued by CITY for all services to be provided pursuant to this Agreement.

Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the services as well as the actual cost of any equipment, materials and supplies necessary to provide the services (including labor, materials, delivery, tax, assembly and installation, as applicable) unless otherwise approved in writing by the Chief Information Officer.

CONSULTANT shall submit a monthly itemized statement to CITY for its services performed for the prior month, which shall include documentation setting forth, in detail, a description of the services rendered and the hours of service. CITY shall pay CONSULTANT all undisputed amounts of such billing within thirty (30) days of receipt of the same.

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 12 B0785-0001\2660469v1.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below :

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

COMPANY
(A.B.C.) COVERAGE POLICY NUMBER

EXPIRATION
DATE B.I. LIMITS P.D. AGGREGATE
 AUTOMOBILE LIABILITY
 GENERAL LIABILITY
 PRODUCTS/COMPLETED

OPERATIONS
 BLANKET CONTRACTUAL
 CONSULTANT’s PROTECTIVE
 PERSONAL INJURY
 EXCESS LIABILITY
 WORKER'S COMPENSATION
It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days’ written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: 8FD26C05-8536-4FFA-A453-EB2BC0060642 Certificate Of Completion
Envelope Id: 8FD26C0585364FFAA453EB2BC0060642 Status: Sent Subject: Please DocuSign: CDWG (5-20-22).pdf
Source Envelope:

Document Pages: 12 Signatures: 4 Envelope Originator:

Certificate Pages: 2 Initials: 0 Nicole McClinton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
5/20/2022 2:49:57 PM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Dario Bertocchi
[email protected]
Director, Program Sal
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 165.225.220.109
Sent: 5/20/2022 2:53:23 PM
Resent: 5/25/2022 1:54:25 PM
Viewed: 5/26/2022 6:49:51 AM
Signed: 5/26/2022 10:09:16 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.188.115
Sent: 5/26/2022 10:09:17 AM
Viewed: 5/26/2022 10:13:21 AM
Signed: 5/26/2022 10:13:29 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 107.77.230.116
Signed using mobile
Sent: 5/26/2022 10:13:31 AM
Viewed: 5/26/2022 11:16:32 AM
Signed: 5/26/2022 11:16:46 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/26/2022 11:16:47 AM
Viewed: 5/26/2022 12:24:39 PM
Signed: 5/26/2022 12:24:45 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/26/2022 12:24:47 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/20/2022 2:53:23 PM
Payment Events Status Timestamps
1 B0785-0001\2660486v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
(ESRI) FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES RELATED TO THE CITY’S ENTERPRISE GIS SYSTEM
NAME OF CONSULTANT: Environmental Systems Research Institute, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT: Eric Apple, Program Manager
CONSULTANT’S ADDRESS: 380 New York Street
Redlands, CA 92373-8100
Attention: Eric Apple
CONSULTANT’S E.I.N/TAX I.D. NO.: 95-2775732
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Not to exceed $125,000.00 as more fully described in Exhibit B
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ENVIRONMENTAL SYSTEMS RESEARCH INSTITUTE, INC.
(ESRI) FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES RELATED TO THE CITY’S ENTERPRISE GIS SYSTEM
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Environmental Systems Research Institute, Inc. (ESRI) (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2022 and shall terminate on June 30, 2023.

Section 3. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY or in accordance with a mutually agreed upon project schedule and shall terminate on the Termination Date set forth above, unless sooner terminated pursuant to Section 14 of this Agreement.

Section 4. Compensation.
(a) CITY agrees to compensate CONSULTANT, and CONSULTANT agrees to accept in full satisfaction for the services required by this Agreement the Consideration more particularly described in Exhibit B, attached hereto and incorporated herein by this reference.

Said Consideration shall constitute reimbursement of CONSULTANT's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). (b) CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY. (c) CITY may submit a request to CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 5. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services performed pursuant to this Agreement during the previous 30-day DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 3 B0785-0001\2660486v1.doc
period. Monthly invoices for services shall be calculated on the basis of actual hours expended during the previous month, multiplied by the appropriate labor rate, plus other direct burdened costs.

Section 6. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 7. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 8. Responsible Principal(s).
(a) CONSULTANT’s Responsible Principal set forth above shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 9. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement.

All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 10. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 11. Interests of Consultant. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.

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(3) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (4) Workers' compensation as required by the state of California. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance on an ACORD 25 form, incorporated herein, showing that the aforesaid policies are in effect in the required amounts.

CONSULTANT shall, prior to the commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate or certificates. The general liability and auto liability shall contain an endorsement naming CITY as an additional insured. CONSULTANT will provide thirty (30) day notice of any cancellation, nonrenewal or reduction of any of the required policies (ten (10) day notice in the case of cancellation for nonpayment of premium). However, no notice of reduction, cancellation or nonrenewal is required if CONSULTANT buys a replacement policy that ensures continuous coverage and otherwise complies with the requirements of this Section. (f) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(g) Any deductibles or self-insured retentions must be declared to and approved by CITY.

Section 13. Indemnification. General Indemnity. CONSULTANT agrees to indemnify, hold harmless and defend the City of Beverly Hills, the City Council and each member thereof, and every officer, employee and agent of the CITY, (collectively the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, claims, judgments and settlements, including all reasonable costs, expenses and attorney’s fees) arising out of any action or claim for bodily injury, death or property damage (except for databases not subject to a reasonable backup program) brought against any of the Indemnified Parties to the extent arising from any negligent act or omission or willful misconduct by CONSULTANT, its subcontractors or their respective directors, officers, employees, or agents.

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Section 14. Termination.
(a) Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party in the event that one or more of the following occur:
(i) Either party becomes insolvent, ceases to pay its debts in the ordinary course of business, is unable to pay its debts as they become due, or makes an assignment for the benefit of creditors;
(ii) A trustee or receiver is appointed for any or all of either party’s assets;
(iii) Any bankruptcy or insolvency proceeding under any federal or state bankruptcy or insolvency code, or similar law, whether voluntary or involuntary, is commenced by or against either party;
(iv) Either party is dissolved or liquidated;
(v) Either party defaults under this Agreement three (3) or more times within any six (6)-month period, regardless of whether such defaults are cured; (vi) Either party breaches any provision of this Agreement and there is no possibility of cure;
(vii) There is any (1) Material change in the management or control of either party, (2) Transfer of any substantial part of either party’s business; or (3) Bulk transfer by either party pursuant to the Uniform Commercial Code or similar law. (b) Upon termination of this Agreement:
(i) In the event of termination pursuant to Subsections v–vii of Subsection (a) of this Section, the due dates of all invoices for amounts owed by CITY to CONSULTANT shall be accelerated automatically so that such amounts become due and payable on the effective date of termination, regardless of the payment term provisions set forth in this Agreement.
(ii) Except where a provision specifically provides otherwise, any cause of action or claim of one party accrued to or to accrue because of any breach or default of the other party and any accrued license rights shall survive to the degree necessary to permit their complete fulfillment or discharge.
(c) Termination for Convenience. CITY may terminate this Agreement at any time on fifteen (15) days written notice to CONSULTANT and upon payment to CONSULTANT for all amounts due to date, including the prorated Agreement price for all services performed by CONSULTANT, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, CONSULTANT shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid CONSULTANT for the full performance of the services required by this Agreement.

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(d) Obligations upon Termination. Upon termination of this Agreement, the parties shall have no further obligations pursuant to its terms, except that Sections 12, 15,1, 25, 27 and 28 of this Agreement shall survive termination.

Section 15. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work. In addition, CITY shall provide the appropriate staff to work with CONSULTANT.

Section 16. Work Product. Except as specifically granted in this Agreement, CONSULTANT or its licensors own and retain all right, title, and interest in any tangible output produced as a result of the services provided by CONSULTANT under this Agreement (“Services Output”). Subject to the terms and conditions set forth in this Agreement, CONSULTANT hereby grants to CITY a nonexclusive, royalty-free, worldwide license to use, modify, and/or reproduce the Services Output in connection with CITY's authorized use of the CONSULTANT’s commercial off the shelf software. This section shall survive termination of this Agreement.

Section 17. Information and Documents. Except as otherwise provided for in this Agreement, all data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 18. Records and Inspections. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of 2 year(s). CITY shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same. This right to audit excludes profit, overhead, general and administrative costs of CONSULTANT.

Section 19. Confidentiality and Non-Disclosure.
(a) CITY’s Confidential Information. Pursuant to the terms of this Agreement, CITY may provide CONSULTANT with certain information, and/or access to certain information including public safety information which was or will be obtained by CITY pursuant to a License Agreement with a third party, or which is the proprietary information of CITY, or which is not publicly known (the “Information”). CONSULTANT, its employees, agents, representatives, contractors and subcontractors shall hold the Information which at the time of disclosure is identified as being confidential and confirmed in writing as “Confidential,” private and confidential, and shall not:
(i) Use the Information, nor cause the Information to be used for any purpose other than in performance of its duties to CITY, (ii) Participate in the wrongful use, illegal use, or unauthorized disclosure of the Information, or
(iii) Sell, release, free trade, assign, or provide access to the Information, directly or indirectly, to third parties. This provision survives termination of CONSULTANT’s duties to CITY.
(b) CONSULTANT’s Confidential Information. Except research and analysis documentation prepared by CONSULTANT for CITY, and unless otherwise agreed in writing, the deliverables are CONSULTANT’s confidential information and CITY shall preserve and protect DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 B0785-0001\2660486v1.doc 7
their confidentiality. Insofar as its rights may be legally restricted, CITY agrees not to reverse engineer or decompile deliverables delivered only in object code, executable code, or formats subject to similar or greater means of access control (collectively, “Secure Formats”). For deliverables delivered in source code or other human-readable formats, CITY shall have met its obligations under this Section if its disclosure of deliverables is limited to deliverables in Secure Formats, provided that the means for reverse engineering, decompiling, or disassembling such deliverables is withheld from disclosure, and the person or entity in receipt of such deliverables similarly agrees not to perform such acts or allow others to do so. CITY shall not disclose the deliverables to employees or third parties without advance written consent of CONSULTANT.

However, CITY may, without such consent, make such disclosures to employees as are reasonably required for CITY’s authorized use of the deliverables, provided that such disclosure is strictly limited to the portions of the deliverables needed for that purpose. (c) Exclusions to Confidentiality. Neither party shall have any obligations to protect any information in this Section if:
(i) The party was in possession of the information before receipt from the disclosing party.
(ii) The information is or becomes a matter of public knowledge through no fault of the recipient.
(iii) The information is rightfully disclosed by a third party without a duty of confidentiality;
(iv) The information is disclosed by discloser to a third party without a duty of confidentiality;
(v) The information is individually developed by a party; or (vi) The information is required to be disclosed by operation of law.

The disclosures permitted under the preceding paragraph shall not relieve CITY of its obligation to maintain the deliverables in confidence and comply with all applicable laws and regulations of the United States including, without limitation, its export control laws. (d) Notwithstanding, CONSULTANT acknowledges that CITY is subject to the California Public Records Act (the “Act”) and that some or all of the deliverables (collectively “information”) provided by CONSULTANT may be disclosable thereunder. In the event a public records act (“Act”) request for CONSULTANT’s information is received, CITY shall use its best efforts to provide CONSULTANT with written or verbal notice of such request, prior to compliance.

However, nothing herein shall prevent CITY from complying with the requirements of the Act. In the event CITY determines that any documents containing CONSULTANT’s information are not disclosable, and litigation is commenced to compel production of such documents, CONSULTANT agrees to defend and indemnify CITY, with counsel of CITY’s choice, as to any claims, liabilities, costs, and/or judgments that may be incurred by CITY as a result of such litigation. The provisions of this section shall survive the expiration or termination of this Agreement for any reason.

Section 20. Changes in the Scope of Work. CITY shall have the right to request, in writing, changes in the scope of work or the services to be performed. If the parties approve such changes to the scope of work, and such changes cause an increase or decrease in the cost or time required to provide a service under the Scope of Work (regardless of whether the service DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 8 B0785-0001\2660486v1.doc
itself is changed), an equitable adjustment in the price or schedule, or both, shall be made, and this Agreement shall be modified accordingly in writing and signed by both parties.

Section 21. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 22. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 23. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 24. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 25. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 26. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

Section 27. Required Corrections and Limited Warranty.
(a) Time and Materials Scopes of Work
(i). Limited Warranty. CONSULTANT warrants that for a period of thirty (30) days from the date of acceptance that the Services will conform to the professional and technical standards in the software industry. During the limited warranty period, if the services do not substantially conform to such standards, CITY may require CONSULTANT to perform the Services again at no additional cost to CITY. Any tangible output produced as a result of the Services provided by CONSULTANT under this Agreement is provided "AS IS" without warranty of any kind.
(ii). Disclaimer of Warranties. WITH THE EXCEPTION OF THE LIMITED WARRANTY SET FORTH IN SECTION (a)(i) OF THIS SECTION, CONSULTANT

DISCLAIMS, AND THIS AGREEMENT EXPRESSLY EXCLUDES, ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (b) Map Data Disclaimer. CONSULTANT DOES NOT WARRANT IN ANY WAY

THE MAP DATA, WHETHER SUPPLIED BY CITY OR CONSULTANT, OR THE VENDORS OF EITHER OF THEM. IF SUPPLIED BY CONSULTANT OR ITS VENDORS, CONSULTANT

BELIEVES SUCH MAP DATA IS RELIABLE, BUT IT MAY NOT BE FREE OF DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 9 B0785-0001\2660486v1.doc
NONCONFORMITIES, DEFECTS, ERRORS, OR OMISSIONS; BE AVAILABLE WITHOUT INTERRUPTION; BE CORRECTED IF ERRORS ARE DISCOVERED; OR MEET CITY'S NEEDS OR EXPECTATIONS. CONSULTANT IS NOT INVITING RELIANCE ON MAP DATA, AND CITY

SHOULD ALWAYS VERIFY ACTUAL DATA FROM DOCUMENTS OF RECORD, FIELD MEASUREMENT, OR OBSERVATION.”
Section 28. Limitation of Liability. In no event shall CONSULTANT be liable to CITY for any indirect, special, exemplary, consequential, or incidental damages or lost profits arising out of, or related to, this Agreement, even if it has been advised of the possibility of such damages.

CONSULTANT’S liability for direct damages shall in no event exceed the amount actually paid by CITY for the portion of the professional services involved.

Section 29. Nonhire of CONSULTANT Personnel. It is hereby mutually agreed that CITY will not solicit for hire any employee(s) of CONSULTANT’S technical staff, who is (are) associated with efforts called for under this effort, for a period of one (1) year thereafter. In the event the foregoing provision is breached, liquidated damages equal to twelve (12) months of the employee’s compensation plus any legal expenses associated with the enforcement of this provision shall be paid by CITY to CONSULTANT.

Section 30. Taxes. Services provided are quoted exclusive of all state; local; value-added or other taxes, customs, or duties; or other charges (other than income taxes payable by CONSULTANT). In the event such taxes and/or charges become applicable to CONSULTANT’S services, applications, or data, CITY shall pay any such applicable tax upon receipt of written notice that such tax(es) is/are due.

Section 31. UCC Inapplicability. Services provided hereunder will not be governed by the Uniform Commercial Code (UCC) and will not be deemed “goods” within the definition of the UCC.

EXECUTED the day of 20____, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
[Signatures continue]
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CONSULTANT: ENVIRONMENTAL
SYSTEMS RESEARCH INSTITUTE, INC.

WILLIAM FLEMING
Managing Business Attorney
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

DAVID SCHIRMER
Chief Information Officer
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide CITY with the Services in an amount not to exceed One Hundred Twenty- five Thousand Dollars ($125,000) that may include remote and onsite ArcGIS consulting services, assisting CITY with ArcGIS API forflex application development support, application code review, and best practices technology transfer on web mapping application development and related ArcGIS software topics (the “Services”). CONSULTANT shall provide and support the Services remotely from CONSULTANT’s offices. CONSULTANT shall work at the direction of CITY’s technical staff as described in this Exhibit.

It is anticipated that the Services shall include:
 Geo spatial development and usability enhancement support for mobile, browser,standalone applications and processes.
 Enterprise GIS database and infrastructure support to optimize and accommodate therequirements of new workflows.
 As needed technical support for CITY’s existing and new best of breed geospatialtechnology implementation.
 Provide GIS design and development services to enhance and upgrade the CITY’s permitand planning application system (CitySmart).
 Implement new breed of Geospatial technology to ensure system health and offer portal-enabled geospatial solutions, which may include ArcGIS system monitor, realtime spatio-temporal enablement, 3D solutions, secure third party system integration, extending geoportal to meet emergent operational needs
Prior to providing the Services under this Agreement, CITY shall request and CONSULTANT shall provide CITY with a written scope of work and price for requested Services (“Proposal”).

Each Proposal shall be subject to the written approval of CITY prior to the commencement of work. Upon CITY approval, such Proposal shall be incorporated herein as if set forth in full and the services provided thereunder such Proposal shall be subject to the terms and conditions of this Agreement. CITY shall issue a written authorization to proceed for each accepted Proposal.

Assumptions
Pricing assumes all the Services will be provided remotely, and no travel will be necessary. If travel is required under a Proposal, it will be detailed in the Proposal in conformance with CITY’s Administrative Regulations (Attachment 2 to Exhibit B).

All work shall be accomplished in accordance with the Scope of Work with the deliverable being consulting time. If additional work is requested by CITY in writing beyond the scope of this Exhibit A, CONSULTANT shall provide an updated written estimate in accordance with the rate schedule set forth in Exhibit B and any changes which require an increase in compensation shall be approved by written amendment between the parties.

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Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

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2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
For the Services provided during the term of the Agreement, CONSULTANT shall be paid in an amount not to exceed One Hundred Twenty Five Thousand Dollars ($125,000) at the hourly rates set forth in CONSULTANT’s 2022 and 2023 Rate Schedule attached hereto as Attachment 1 to this Exhibit B. I n no event shall the total compensation exceed $125,000. CONSULTANT anticipates using staff from the GIS Consultant/Project Manager and Senior GIS System/Software Architect labor categories. Depending on the level of expertise required to perform certain activities during this engagement, CONSULTANT may be required to utilize other CONSULTANT staff members with a different skill-set and labor category. CONSULTANT may modify the Rate Schedule as described in Attachment 1 to Exhibit B.

The parties assume that the Services will be provided remotely and no travel will be necessary.

However, if travel is required, there will be no travel reimbursement for any local resource. A local resource is defined as a CONSULTANT employee residing within 100 miles from CITY. All eligible estimated travel expenses shall be detailed in the Proposal which is subject to CITY’s written approval. Travel expenses shall comply with CITY’s Travel and Meeting Expense Policy (Policy No. 3A.1), attached hereto as Attachment 2 to this Exhibit B.

In the event CONSULTANT completes the Scope of Work for less than the not to exceed (“NTE”) budget listed below, CITY will only be invoiced for the actual hours expended plus other burdened direct costs, if such direct costs are listed in the Proposal. In the event CONSULTANT reaches the NTE budget limit before the Scope of Work is completed, CITY will have the option to either:
(a) increase the funding in order to allow the work to continue by written amendment between the parties; or (b) instruct CONSULTANT to stop work. If CITY chooses to stop work, CONSULTANT will do so without liability and shall provide CITY with all work product to date.

CONSULTANT shall submit a detailed and itemized invoice(s) for the Services rendered, which invoice shall include for each fee entry the following information: (i) the number of hours performed during the previous calendar month; (ii) a clear description of the activity performed (each activity must be billed as a separate entry and time should not be embedded); and (iii) total fees billed for each activity.

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ATTACHMENT 1 TO EXHIBIT B

RATE SCHEDULE
Hourly time and materials labor rates have been provided for each labor category from January 1, 2022 to the end of the calendar year 2022, and from January 1, 2023 to the end of the calendar year 2023. Other direct costs, such as travel, reproduction, subcontractor, telecommunication/freight, or materials, will be charged a material handling fee and invoiced in accordance with CITY’s Travel and Meeting Expense Policy (Attachment 2 to this Exhibit B).

Labor Category 2022 2023
GIS Technical Specialist/Engineer (S1) $268 $281
GIS System/Software Developer (S2) $344 $361
Sr. GIS System/Software Architect (S3) $422 $443
GIS Consultant/Project Manager (M1) $325 $341
Sr. GIS Consultant/Project Manager (M2) $409 $429
Principal/GIS Consultant/Prog. Manager (M3) $539 $566
GIS Database Specialist/Analyst (DB) $225 $236
DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 1
B0785-0001\2660486v1.doc
ATTACHMENT 2 TO EXHIBIT B
DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 2
B0785-0001\2660486v1.doc
DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 3
B0785-0001\2660486v1.doc
DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 4
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DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 5
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DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 6
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DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 7
B0785-0001\2660486v1.doc

DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Attachment 2 to Exhibit B, Page 8
B0785-0001\2660486v1.doc

ADDENDUM B
DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901

EXHIBIT C
B0785-0001\2660486v1.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE B.I.

LIMITS
P.D. AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
VENDOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the CITY shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend CITY, its City Council and each member thereof and every officer and employee of CITY from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against CITY, its City Council and each member thereof and any officer or employee of CITY which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days’ written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 6707ADE9-5C9F-4ADB-B2BC-C8855CA89901 Certificate Of Completion
Envelope Id: 6707ADE95C9F4ADBB2BCC8855CA89901 Status: Sent Subject: Please DocuSign: ESRI Agreement (6-1-22) CORRECTED 2.pdf Source Envelope:

Document Pages: 24 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 1 Nicole McClinton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
6/1/2022 9:31:39 AM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
William C Fleming
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.102.32.250
Sent: 6/1/2022 4:07:36 PM
Resent: 6/1/2022 4:07:43 PM
Viewed: 6/1/2022 4:08:14 PM
Signed: 6/1/2022 4:23:59 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
William Fleming
[email protected]
Director of Contracts and Legal
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 73.219.54.199
Sent: 6/1/2022 9:34:50 AM
Resent: 6/1/2022 1:09:53 PM
Resent: 6/1/2022 2:09:43 PM
Resent: 6/1/2022 4:24:01 PM
Resent: 6/1/2022 5:43:51 PM
Viewed: 6/2/2022 4:45:10 AM
Signed: 6/2/2022 4:45:25 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Signed by link sent to [email protected]
Using IP Address: 172.119.4.175
Signed using mobile
Sent: 6/2/2022 4:45:27 AM
Viewed: 6/2/2022 7:32:33 AM
Signed: 6/2/2022 7:32:46 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 6/2/2022 7:32:48 AM
Viewed: 6/2/2022 8:58:27 AM
Signed: 6/2/2022 8:58:44 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 6/2/2022 8:58:46 AM
Viewed: 6/2/2022 9:17:30 AM
Signed: 6/2/2022 9:17:56 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/2/2022 9:17:58 AM
Viewed: 6/2/2022 9:39:53 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/1/2022 9:34:50 AM
Payment Events Status Timestamps
B0785-0001\2660484v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FIRST
TEK, INC. FOR INFORMATION TECHNOLOGY CONSULTING

SERVICES RELATING TO WEB AND MOBILE APPLICATIONS ON AN

AS-NEEDED BASIS
NAME OF CONSULTANT: First Tek, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Dominic Puma, Account Manager
CONSULTANT'S ADDRESS: 371 Hoes Lane, Suite 201
Piscataway, NJ 08854
CONSULTANT’S E.I.N/TAX I.D. NO.: 22-3786614
CITY'S ADDRESS:

City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION:

Not to exceed $335,000.00
based on the rates set forth in
Exhibit B

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E -2-
B0785-0001\2660484v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FIRST
TEK, INC. FOR INFORMATION TECHNOLOGY CONSULTING

SERVICES RELATING TO WEB AND MOBILE APPLICATIONS ON AN

AS-NEEDED BASIS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and First Tek, Inc. (hereinafter called "CONSULTANT").

RECITALS
A. CITY desires to have certain services provided as set forth in Exhibit A (the "Scope of Work"), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2022 and shall terminate on June 30, 2023.

Section 3. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY in the manner described in Exhibit A. CONSULTANT shall complete the services in conformance with the project timeline established by the City Manager or his designee.

Section 4. Compensation.
(a) If services are requested by CITY, CITY agrees to compensate CONSULTANT, and CONSULTANT agrees to accept in full satisfaction for the services required by this Agreement the Consideration more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of CONSULTANT's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). In no event shall CONSULTANT be paid more than the yearly maximum Consideration set forth above on the cover page. (b) CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E -3-
B0785-0001\2660484v1.doc
services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

Section 6. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 7. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 8. Responsible Principal(s).
(a) CONSULTANT's Responsible Principal set forth above shall be principally responsible for CONSULTANT's obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 9. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 10. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 11. Interests of Consultant. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E -4-
B0785-0001\2660484v1.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(4) Workers' compensation insurance as required by the State of California. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E -5-
B0785-0001\2660484v1.doc
Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 14. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days' written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 15. CITY's Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT's Scope of Work.

Section 16. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 17. Records and Inspections. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of 5 years. CITY shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom, and to inspect all program data, documents, proceedings and activities.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E -6-
B0785-0001\2660484v1.doc
Section 19. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor of the City of
Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: FIRST TEK, INC.

SATYAKUMAR BHAVANASI
President and Chief Executive Officer

MARIAM FAISAL
Director, Human Resources and Operations
[Signatures continue]
DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E -7-
B0785-0001\2660484v1.doc
APPROVED AS TO FORM APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

DAVID SCHIRMER
Chief Information Officer

SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 8 EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide CITY with information technology (“IT”) consulting services related to CITY’s web and mobile applications which shall include the following:
i. Analyze business requirements and subsequently create high-level technical design documents and detailed technical specifications for web and mobile applications, in accordance with CITY architecture standards
ii. Develop application code as necessary
iii. Test unit and system application code as well as execute implementation activities iv. Identify, document and estimate the technical tasks of projects of varying sizes and levels of complexity
v. Analyze and identify technical areas of improvement within existing web and mobile applications
vi. Work with internal IT teams to complete project activities, such as infrastructure, architecture and database design
vii. Develop solutions, test systems, present solutions, and provide training and applications support.
(collectively “Services”).

The above Services shall be provided to CITY on an as-needed basis as directed by CITY in the manner set forth herein.

For each requested engagement, CONSULTANT shall provide CITY with a written proposal which shall include (at a minimum) a detailed scope of work, deliverables and payment milestones (“Proposal”). Each Proposal is subject to the written approval of CITY prior to the commencement of work. Upon approval, such Proposal shall be incorporated herein as if set forth in full and the services provided thereunder such Proposal shall be subject to the terms and conditions of this Agreement. CITY shall issue a written authorization to proceed for each accepted Proposal.

Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 9 C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 10 CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 11 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
For the term of this Agreement, CONSULTANT shall be paid for the Services provided herein at the hourly rates set forth in CONSULTANT’s 2022 Rate Schedule attached hereto as Attachment 1 to Exhibit B and incorporated herein by this reference. In no event shall the total compensation exceed Three Hundred Thirty-Five Thousand Dollars ($335,000).

CONSULTANT may modify the Rate Schedule by giving CITY thirty (30) days prior written notice of such modification.

CONSULTANT shall submit a detailed and itemized invoice(s) for the services rendered, which invoice shall include for each fee entry the following information: (i) the date each task is performed; (ii) the identifier of the timekeeper that performed each task (i.e. initials or timekeeper number); (iii) the hours or portion thereof, billed for the task that reflects the actual time spent on each activity; (iv) a clear description of the activity performed (each task must be billed as a separate entry and time should not be embedded); and (v) total fees billed for each entry.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E B0785-0001\2660484v1.doc
ATTACHMENT 1 TO EXHIBIT B
CONSULTANT’S RATE SCHEDULE
Rate Schedule Effective: 2022
Hourly time &materials labor rates are provided for a sample of our resources for 2022.

Other additional direct costs are not included & will be invoiced.

C/C++ Developer
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, develop, and maintain complex, real-time, high-performance server technology.  Document and build unit tests for your code.
 Strong C/C++ skills in an UNIX environment.
 Real-world experience with web servers, TCP/IP, HTTP, inter-process communication and multithreading.
 Strong understanding of algorithms and software engineering.

IOS/Android/Mobile Developer
Hourly Rate: $108 to $132/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design and implementation of intuitive and responsive user interfaces for touch screen devices.
 Delivery of fully featured and reliable APIs for 3rd party developers.  Concurrent and multi-threaded application design and implementation.  Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.
 High quality and high performance 2D graphics rendering pipelines.  Specialist skills in developing custom applications for IOS or Android and other platforms.
 Experience with 2D and 3D graphics rendering and animation.

Java Developer
Hourly Rate: $78 to 102/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Provide designing, coding, and testing solutions and identifying system deficiencies and suggest technical solutions.
 Creating prototypes for business user approval. Documenting application functionality and programming.
 Creating and executing unit, integration and system test scripts, manual and automated.  Accurately preparing written business correspondence that is coherent, grammatically correct, effective, professional and engaging Demonstrated proficiency in Java 2 DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 12 13
Writ effective, scalable SQL queries and stored procedures.  Use Rational Application Developer or another Eclipse base IDE for developing and testing J2EE based applications.

II.

Java Senior Developer
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Perform development in Java and JavaScript, perform development in Java and JavaScript, code review, and provide oversight for the team of developers.  Perform code review and provide oversight for the team of developers.  Author technical design documentation, provide oversight for development team.  Create build packages for delivery to the project QA testers and the customer.  Extensive knowledge of Java, JavaScript, Web Services, SQL and Oracle Databases, WebSphere web application development.
 Experience in using SVN for code management and JIRA for defect tracking.  Assist the project architect with technical design details.

Java Architect
Hourly Rate: $132-$156/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Provides technology expertise to IT activities and responsible to front-end all product related technical discussions with existing clients, prospective customers in creating unique.
 Architect, design and developing highly available, scalable and maintainable SOA based enterprise solutions.
 Significant experience with development of MVC based Rich Internet Applications Experience with open source frameworks like ExtJS, jQuery, Struts, Spring, Camel, Hibernate, iBatis.
 Engage in high value technology consulting with internal team members for strategic planning and development of tactical IT transformation or modernization roadmaps.  Build comprehensive and in-depth Intellect platform technical skills across multiple product lines and, work collaboratively with cross-functional product teams, to help drive product and consulting sales.
 Enterprise application architecture, design and development experience using Java/J2EE and related technologies.
 Strong understanding of object oriented analysis, architecture and design patterns.

PHP Developer
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Maintain and expand software products
 Develop extensions to the software as per varying needs  Install and maintain open-source Social Network Analysis software on a server and develop code to extend the software’s capability
 Gather requirements, develop code, program, test, and maintain several web applications
DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 14  Experience and a strong passion for the LAMP (Linux, Apache, and MySQL & PHP) development stack.
 Working knowledge of memory objects caching technologies like Memcached.  Experience designing, querying, and updating both RDBMS and NoSQL data stores like MySQL and Couchbase.
 Ability to design unit tests with PHPUnit and document source with phpDocumentor.  Experience of web service development and consumption (SOAP, XML, Feeds, ReST, Etc
III.

Python Developer
Hourly Rate: $108-$120/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Develop and documenting interactive Web applications and automation procedures.  Creating, maintaining and updating various Web applications created primarily in Python.
 Execute on all new fresh code & work with Product owners and development team to build reusable UI components.
 Translate user’s stories into highly usable software solutions.  Write clean, maintainable code following best practices (unit testing, source control, continuous integration, automation, design patterns, etc.  Debug code and troubleshoot problems.
 Collaborate with other developers, testers, and system engineers to ensure quality product enhancements.

HTML5/Javascript Front End Developer
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Writes new software, makes modifications to existing software, or integrates software applications and modules in accordance with agreed upon specifications, created in partnership with others
 Contributes to the creation of design. May lead the design of less complex components.  Provide technical support to operations or other development teams.  Creates, reviews, and maintains all required technical documentation/ manual related to assigned software to ensure supportability and reuse.
 Provides wider feedback into performance
 Assists in identification and implementation of short-term and long-term solution options, including risk assessments.
 Assists with improvements to prevent problems, including problem resolution workflow.  Participates in remediation solutions.
 Participates in project planning sessions with team members to analyze development requirements, provide design options, and provide work breakdown and estimates of work.
 Provides work breakdown and estimates for small software development tasks.  Provides timely status updates for areas of individual responsibilities within projects to supervisor
 Actively participates in team and status meetings.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 15  Develops software using disciplined software development processes, adhering to team/company standards and software best practice guidelines, and corporate policies.

Ruby on Rails Developer
Hourly Rate: $114-$141.6/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, develop, and test significant client & middle tier components.  Contribute to UI mock-ups.
 Contribute to user stories in content, review, and estimation.  Work with web development teams, vendors, and partners to define new integrations.  Good experience with open source development on Linux based platforms.

IV.

UI/Front-end Developer
Hourly Rate: $84-$108/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Leverage the latest in JavaScript web front-end technologies to build a unique and demanding solution and bring new ways of visualizing and engaging with data.  Recommend and develop user interface consistent with user experience design and product requirements.
 Drive common UI development architecture and tools.
 Design and implement user interface components considering usability, security, performance and customizability.
 Coordinate client-server interface design and implementation with server developers.  Actively participate in Agile/Scrum development team if needed.

UI/UX Designer
Hourly Rate: $108-$132/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Study users to deeply understand their needs
 Create models that form the theoretical foundation for great solutions: workflow diagrams, flowcharts, storyboards, wireframes, sitemaps, personas and other models  Collaborate closely with product managers, development leads and other designers  Create low-fi sketches, prototypes and wireframes to establish the rough direction  Create interactive prototypes for user testing
 Test designs with end-users
 Create precise, beautiful, hi-fi mock-ups
 Write thorough design specifications
 Support engineering through the development phase
NET Developer
Hourly Rate: $72-$102/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Work with application architects, lead developers and teams to design and develop robust Microsoft-based enterprise software solutions.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 16  Create proof of concepts for emerging technologies as they apply to the problem space.  Assist with identifying and establishing tools, operating environments, design, development standards, and technical documentation as required.  Work with other team members during development and implementation of solutions.  Support other developers through problem solving by identifying as well as evolving standards, best practices and reusable solutions.
 Work with test and quality assurance staff during the development and implementation of enterprise solutions.
 Identify ambiguities and gaps in system requirements and liaise with analysts, architects, lead developers and customers to obtain clearer specifications.  NET development skills with use of related technologies, concepts and products such as Microsoft Visual Studio 2005 or 2008, .NET Framework, Visual Basic .NET or C#  Experience with MS SQL Server (2008 required, 2012 desired)  Highly skilled in writing SQL queries
 Knowledge of CSS, JavaScript, and JQuery is a plus
V.

NET Senior Developer/Lead
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Experience architecting, installing and configuring .NET solutions in a lead role.  Participate in solution design, concept visualization and functional and technical requirements definition and documentation.
 Interact with delivery team and clients to understand business requirements and determine how to best leverage technology to support those requirements in developing effective web solutions.
 Perform advanced troubleshooting at the application level.  Build enhancements within existing software applications and envision future improvements to the architecture.
 Define and implement data object models.
 Design and development of complex business logic.
 Provide subject matter expertise to identify and translate system requirements into technical architecture and design documentation.

NET Architect
Hourly Rate: $114-$138/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design & Develop the overall enterprise architecture frameworks, methodologies, and tools.
 Evaluates and creates new tools and techniques to facilitate effective development practices.
 Sets the standard for highest quality of work. Provides thought leadership, mentors others, and leads by example.
 Act as the technical lead on all projects, help in creating and maintaining technical design artifacts. Anticipates and acts upon issues that arise, providing alternative approaches and solutions.
 Establish enterprise architecture and standards.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 17  Proficiency in Microsoft technologies including .Net 4.0, Web API, WCF, Visual Studio 2012, SQL Server, MVC, and custom ASP.Net applications.  Articulate complex application designs and develop applications using emerging technologies.
 Develop Web services Framework that provides data/services to partners internal & external and mobile devices.
 Experience with cloud enablement of business applications is a plus.

SharePoint Developer –
Hourly Rate: $84-$108/Hr
Staff Members in this category would typically do the following and/or have the following skill sets:
 Develop reporting dashboards, reporting repositories and workflows.  Provide guidance and expertise on topics surrounding strategy and best practices for SharePoint solutions.
 Troubleshoot technical and functional issues with the SharePoint software and solutions in a Production Environment.
 Work closely with other stakeholders to successfully deliver solutions.  Transfer knowledge and technical expertise to other team members and end users.  Experience working in a rapid application development environment.  Experience developing SharePoint functional specs and design documents.  Experience delivering high impact executive level dashboards.  SRSS and SASS development.

VI.

SharePoint Administrator
Hourly Rate: $72-$102/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Provide advanced operational administration support for SharePoint Farm, SharePoint Applications, IIS, and SharePoint Windows Systems.  SME Expert in SharePoint, IIS and Windows Server administration skills, including SharePoint and IIS installation, configuration, architecture, and advanced troubleshooting experience.
 Architect, install, configure, maintain, and optimize SharePoint and ISS environments, and implement new SharePoint technologies.
 Provide in house technical support as well as contribute ideas for SharePoint applications in support of Business needs.
 Architect and maintenance of the SharePoint Enterprise environment.  Resolve SharePoint, IIS, OS and application level problems (debug issues) and client’s support problems.
 Perform and automate SharePoint environments and SharePoint applications monitoring.
 Design and maintain SharePoint configuration management.  Document SharePoint Enterprise environment and application configuration.  Create and maintain InfoPath Forms.
 Respond to SharePoint server and enterprise application maintenance calls.  Plan and implement SharePoint systems installations and upgrades.  Develop SharePoint server and Enterprise system standards.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 18 SharePoint Architect
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, development, and implementation of the project.  Work on PoC as needed & owns the technology part of the project.  Collaborate with Business to determine requirements.
 Develop Technical Architecture and designs for scalable enterprise applications.  Actively participate in development and implementation of SharePoint solutions.  Mentor junior-level developers in Web technologies, including SharePoint and software development best practices.
 Conduct performance and scalability testing, and capacity analysis/planning.  Create custom lists and views using SharePoint Designer.  Create custom Workflows using SharePoint Designer and Visual Studio.  Create BCS’s and external content lists and views using SharePoint Designer.  Create and maintain master and layout pages.
 Define and Implement taxonomies.
 Be an advocate for Best Practice Guidance & Governance.

VII.

QA Analyst
Hourly Rate: $60 -$84/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Identify test scenarios / write required test cases.
 Execute testing, manual and automated.
 Provide input/feedback to the design and development of new features.  Develop and execute automated test cases.
 Record defects and follow up on corrections.
 Enforcing standard quality processes, making recommendations for improvements.  Takes responsibility of quality for the whole sprint team; monitors quality testing of all testers.
 Develop test cases, test plans, and scenarios.
 Be experienced with quality assurance reporting and tracking software.

QA Lead
Rate: $84-$108/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design and implement test tools and infrastructures that will be utilized across multiple test and development teams.
 Provide best practices and leadership consultation on test strategies, methods, and best practices.
 Lead the definition, implementation, and maintenance of standard QA processes, methodologies, and templates for use on client deliverables.  Build a collaborative working relationship with development, product management, and operations
 Define, track, and drive progress towards the quality objectives for client projects or the department as a whole.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 19  Manage multiple release cycles for various projects and ensure successful qualification prior to launch.

GIS Project /Program Manager (Mid-Level)
Hourly Rate: $114-$138/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Executes planning for projects, including development of the project scope, task organization, estimates of effort and other required resources, and schedules necessary to complete the project.
 Creates estimate of cost and budget for the project.
 Develops and negotiates agreements for services, including scope, fee structure, fee amount, schedule, and all other provisions related to risk sharing/management. Obtains internal input and approvals as required by the company's policies.  Executes internal project setup procedures in accordance with the company's policies.  Directs, manages and participates in the production of the project deliverables. Performs or participates in some or all of the following tasks: Preliminary studies, plans and cost estimates, selection and contracting with vendors/sub-consultants, designs and plan production, project status/review meetings, specification and contract document development/production and bidding,
Contract award and construction administration oversight.

VIII.

GIS Systems Administrator (Mid-Level)
Hourly Rate: $66 to $90/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Researches, implements, manage and maintain GIS software, network infrastructure, applications and computer systems for the centralized system running production.  Provide general system administration within environment performing deployment, installation, and maintenance of enterprise geospatial system based on Esri, Google, OGC, GeoServer, Oracle, Microsoft and/or Citrix platforms.  Perform operating system administration, application system administration, database administration, and web administration for local and remote systems.  Establish GIS policies, standards, and procedures.
 Manages installation, configuration, upgrades, and troubleshooting of geospatial system including databases, software, user applications, and hardware; designs, manages, and monitors network.

GIS Software Developer (Mid-Level)
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, create, and maintain software by analyzing, testing, assessing and implementing programming applications based on business priorities and guidance from management.
 Assists teams with quickly and reliably debugging and solving the most complicated system issues.
 Proficiency in fundamental and advanced application development concepts.  Expertise in algorithm analysis and performance tuning.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E  Assist in the testing process by conducting reviews and analyses, witnessing tests and participating in software certification.
 Provide technical expertise and guidance to project teams and software engineers, demonstrating significant creativity and flexibility.  Provide guidance to teams and individual software engineers for build and release management.
 Develop features across multiple subsystems within the portfolio, including collaboration in requirements definition, prototyping, design, coding, testing and deployment.

IX.
iOS / Android / mobile resources – Offshore team
iOS/Android/Mobile Developer & Senior Developer
Hourly Rate: $36 to $42/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:
 Design and implementation of intuitive and responsive user interfaces for portable and handheld touch screen devices.
 Delivery of fully featured and reliable APIs for 3rd party developers.  Concurrent and multi-threaded application design and implementation.  Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.
 Specialist skills in developing custom native mobile apps for iOS or Android or Windows mobile.
 Specialist skills in developing cross-platform mobile apps with Apache Cordvoa API, Phonegap and Titanium platforms using jQuery mobile, JavaScript, HTML5 and CSS.  Specialist skills in developing mobile web sites compatible with mobile phones running variety of operating systems
 Experience with 2D and 3D graphics rendering and animation.  Experience in integrating Social Media such as Facebook, Twitter, Linkedin.  Experience in Augmented Reality and location based apps.  Experience in OAuth, Security, Encryption, SOAP and RESTful web services.  Experience in providing best user experience with Wow! Effect  Experience in in-app purchases and in-app advertising iOS/Android/Mobile Tester
Hourly Rate: $30 to $36/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:
 Writing and executing test cases for mobile apps.
 Testing mobile apps for usability, user friendliness and rich user experience as per human interface guidelines and standards.
 Testing mobile apps for performance and responsiveness on various modes of networks like 2G, 3G, 4G, and Wi-fi.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 20 EXHIBIT C
B0785-0001\2660484v1.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE B.I.

LIMITS
P.D. AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION


It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the CITY shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend CITY, its City Council and each member thereof and every officer and employee of CITY from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against CITY, its City Council and each member thereof and any officer or employee of CITY which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days’ written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 32524D60-B6BE-4C0D-B5CC-EA3352B5115E 21 Certificate Of Completion
Envelope Id: 32524D60B6BE4C0DB5CCEA3352B5115E Status: Sent Subject: Please DocuSign: First Tek Agreement (5-20-22).pdf Source Envelope:

Document Pages: 21 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Nicole McClinton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
5/20/2022 2:16:30 PM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Satyakumar Bhavanasi
[email protected]
President
First Tek, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 47.19.207.34
Sent: 5/20/2022 2:20:44 PM
Resent: 5/25/2022 1:54:28 PM
Resent: 5/27/2022 11:54:34 AM
Resent: 5/31/2022 3:52:30 PM
Viewed: 6/1/2022 7:19:42 AM
Signed: 6/1/2022 7:19:46 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Mariam Faisal
[email protected]
Director, HR & Operations
First Tek, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 47.19.207.34
Sent: 6/1/2022 7:19:48 AM
Viewed: 6/1/2022 7:22:08 AM
Signed: 6/1/2022 7:22:27 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.188.115
Sent: 6/1/2022 7:22:28 AM
Resent: 6/1/2022 9:35:01 AM
Resent: 6/9/2022 8:40:55 AM
Viewed: 6/9/2022 8:59:04 AM
Signed: 6/9/2022 8:59:09 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 107.77.229.7
Signed using mobile
Sent: 6/9/2022 8:59:10 AM
Resent: 6/9/2022 10:26:55 AM
Viewed: 6/9/2022 10:27:22 AM
Signed: 6/9/2022 10:27:37 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 6/9/2022 10:27:39 AM
Viewed: 6/9/2022 11:19:31 AM
Signed: 6/9/2022 11:19:35 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/9/2022 11:19:37 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/20/2022 2:20:44 PM
Payment Events Status Timestamps
-1-
B0785-0001\2662467v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ISSQUARED, INC. FOR NETWORK ENGINEERING SERVICES
NAME OF CONSULTANT: ISSQUARED, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Bala Ramaiah, CEO
CONSULTANT'S ADDRESS: 2659 Townsgate Road, #227
Westlake Village, CA 91361
CITY'S ADDRESS:

City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
CONSULTANT’S E.I.N./TAX I.D. NO.: 27-2696689
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Not to exceed $125,000.00,
as detailed in Exhibit B
DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -2-
B0785-0001\2662467v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ISSQUARED, INC. FOR NETWORK ENGINEERING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and ISSQUARED, Inc. (hereinafter called "CONSULTANT").

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

Section 1. CONSULTANT’s Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon the Commencement Date or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation. CITY agrees to compensate CONSULTANT and CONSULTANT agrees to accept in full satisfaction for such services required by this Agreement, the Consideration set forth above and more particularly described in Exhibit B, (“Schedule and Rates of Payment”), attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of CONSULTANT’s fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B.

Section 4. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -3-
B0785-0001\2662467v2.doc
forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT's Responsible Principal set forth above shall be principally responsible for CONSULTANT's obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -4-
B0785-0001\2662467v2.doc
(c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice If the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five (5) days written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -5-
B0785-0001\2662467v2.doc
(b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY's Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT's Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records and Inspections. CONSULTANT shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of two years. CITY shall have access, without charge, during normal business hours to such records, and the right to examine and audit the same and to make copes and transcripts Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement by this reference. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -6-
B0785-0001\2662467v2.doc
Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: ISSQUARED, INC.

JAGAN JATAVALLABHULA
Senior Vice President

SUCHINTH KUMAR

CRO/CFO
[Signatures continue]
DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -7-
B0785-0001\2662467v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________

DAVID SCHIRMER
Chief Information Officer
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -8-
B0785-0001\2662467v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide the following network engineering services (the “Services”) related to the CITY’s internal, external and remote access data network infrastructure. The Services shall include the following.

Task 1 – Core Juniper MX Internet Router Platform Deployment, Configuration, Configuration Maintenance
(a) CONSULTANT shall coordinate and consult with the CITY’s Network Administrator on significant Internet routing architecture and connectivity designs and design changes as well as Internet routing policy implementation and configurations. (b) CONSULTANT shall provide guidance and insight into Internet routing (BGP) best practices and provide recommendations and solutions to changes in data traffic flows as new requirements develop within the CITY’s Autonomous System and Internet posture. (c) CONSULTANT shall provide recommendations and technical support in the Internet routing platforms hardware, software and firmware base. (d) CONSULTANT shall provide consulting and technical support for all Internet router platform configuration file maintenance including approved changes and records of change management.
(e) CONSULTANT shall make every effort to assist in maintaining the targeted SLM/SLA uptime of 99.999% for all IPv4 and IPv6 DIA carrier circuits as well as inward facing data paths.
(f) CONSULTANT shall monitor and review provided telemetry and performance metrics and reports in order to assist in providing recommendations to changes in routing performance and behaviors.
(g) CONSULTANT shall assist in producing design and configurational documentation along with CITY staff to adequately reflect an accurate representation of overall system design and function in accordance with established CITY standards and practices.

Task 2 – Internal Data Network Switching and Routing Platform Design, Test and Configuration Maintenance
(a) CONSULTANT shall coordinate and consult with the CITY’s Network Administrator and staff on various internal data transport and network switching and routing architecture designs and design changes in support of the CITY’s private internal network. (b) CONSULTANT shall provide guidance and insight into private LAN route/switch best practices and offer recommendations and solutions within the CITY’s internal network route/switch environment for various LAN regions found throughout the CITY.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -9-
B0785-0001\2662467v2.doc
(c) CONSULTANT shall assist in producing design and configuration documentation along with CITY staff to adequately reflect an accurate representation of overall system design and function in accordance with established CITY standards and practices. (d) CONSULTANT shall assist in developing various internal data networking projects and initiatives such as
a. Core internal network router design and deployment
b. IPv6 deployments
c. Multicast routing
d. OSPF to ISIS dynamic routing migration
e. Network management platform deployments
f. PKI infrastructure enhancements
g. Hypervisor and clustering designs
h. Linux and/or Microsoft Server based Directory Services such as Active Directory (AD) and LDAP along with SQL
i. Internal and/or external firewall and IPS deployment and migration j. The evaluation and testing of various network administration and management platforms and appliances.

Task 3 – F5 Server Load Balancer Platform Performance and Configuration Maintenance (a) CONSULTANT shall coordinate and consult with the CITY’s Network Administrator and Systems Architect on the performance and configurational maintenance of the established F5 Server Load Balancer environment.
(b) CONSULTANT shall provide recommendations and technical support in the server load balancer platforms hardware, software and firmware base. (c) CONSULTANT shall provide recommendations and technical support in the server load balancer feature set and overall system performance.

Task 4 – Secure Remote Access Platform Configuration Development, Testing and Support
(a) CONSULTANT shall coordinate and consult with the CITY’s Network Administrator on various remote access solutions in support of the CITY’s private internal network. (b) CONSULTANT shall assist and advise on the effective deployment, use and monitoring of dual-factor authentication methods and encrypted encapsulation techniques such as GRE, SSL and IPsec tunnels.
(c) CONSULTANT shall provide support and configuration maintenance for Juniper model ISG and SRX firewall, Palo Alto firewall and Pulse Secure SSL VPN appliances.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -10-
B0785-0001\2662467v2.doc
Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -11-
B0785-0001\2662467v2.doc

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -12-
B0785-0001\2662467v2.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation at a blended rate of Two Hundred and Fifty Dollars ($250.00) per hour for the Services detailed below. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of One Hundred Twenty Five Thousand Dollars ($125,000.00), as set forth in the purchase order issued by CITY for the Services to be provided pursuant to this Agreement.

Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including labor, materials, tax, assembly and installation as applicable.) There shall be no reimbursement for travel related expenses.

CONSULTANT shall submit a monthly itemized statement to CITY for the Services performed for the prior month, which shall include documentation setting forth, in detail, a description of the services rendered and the hours of service. CITY shall pay CONSULTANT all undisputed amounts of such billing within thirty (30) days of receipt of the same.

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 -13-
B0785-0001\2662467v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below :

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

COMPANY
(A.B.C.) COVERAGE POLICY NUMBER

EXPIRATION
DATE B.I. LIMITS P.D. AGGREGATE
 AUTOMOBILE LIABILITY
 GENE AL LIABILITY


PROD CTS/COM LETED

OPERATIONS
 BLANKET CONTRACTUAL
 CONTRACTOR'S PROTECTIVE
 PERSONAL INJURY
 EXCESS LIABILITY
 WORKER'S COMPENSATION
It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy:Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectlyfrom the wrongful or negligent actions of Contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: BCF2AD9F-2894-4DE1-B897-2E7F8FFDC900 Certificate Of Completion
Envelope Id: BCF2AD9F28944DE1B8972E7F8FFDC900 Status: Sent Subject: Please DocuSign: Issquared Agreement (5-18-22).pdf Source Envelope:

Document Pages: 13 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Nicole McClinton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
5/18/2022 10:14:03 AM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jagan Jatavallabhula
[email protected]
Sr. Vice President
ISSQUARED, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 47.181.181.47
Sent: 5/18/2022 10:17:11 AM
Viewed: 5/18/2022 10:19:40 AM
Signed: 5/19/2022 10:22:21 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Suchinth Kumar
[email protected]
Chief Revenue Officer
ISSQUARED Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 66.160.157.1
Sent: 5/19/2022 10:22:23 AM
Viewed: 5/19/2022 5:15:55 PM
Signed: 5/19/2022 5:16:08 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.188.115
Sent: 5/19/2022 5:16:09 PM
Viewed: 5/19/2022 5:17:06 PM
Signed: 5/19/2022 5:17:13 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 107.77.227.37
Signed using mobile
Sent: 5/19/2022 5:17:14 PM
Viewed: 5/19/2022 5:50:17 PM
Signed: 5/19/2022 5:50:32 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/19/2022 5:50:33 PM
Viewed: 5/20/2022 8:31:38 AM
Signed: 5/20/2022 8:31:43 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/20/2022 8:31:45 AM
Viewed: 5/20/2022 8:55:22 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/18/2022 10:17:12 AM
Payment Events Status Timestamps
-1-
B0785-0001\2661126v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
MAINLINE INFORMATION SYSTEMS, INC. FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: Mainline Information Systems, Inc.

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Brian Showman, General Counsel
CONSULTANT'S ADDRESS: 1700 Summit Lake Drive
Tallahassee, FL 32317
CONSULTANT’S E.I.N./TAX I.D.: 59-2960721
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Not to exceed $1,200,000 (includes travel budget) based on the rates set forth in Exhibit B
DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -2-
B0785-0001\2661126v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
MAINLINE INFORMATION SYSTEMS, INC. FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Mainline Information Systems, Inc. (hereinafter called "CONSULTANT").

RECITALS
A. CITY desires to have certain services provided as set forth in Exhibit A (the "Scope of Work"), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Term of Agreement. This Agreement shall remain in full force and effect from July 1, 2022 through June 30, 2023.

Section 3. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY in the manner described in Exhibit A. CONSULTANT shall complete the services in conformance with the project timeline established by the City Manager or his designee.

Section 4. Compensation.
(a) If services are requested by CITY, CITY agrees to compensate CONSULTANT, and CONSULTANT agrees to accept in full satisfaction for the services required by this Agreement the Consideration more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of CONSULTANT's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). In no event shall the CONSULTANT be paid more than the yearly maximum Consideration set forth above. (b) CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -3-
B0785-0001\2661126v2.doc
services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

Section 6. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 7. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 8. Responsible Principal(s).
(a) CONSULTANT's Responsible Principal set forth above shall be principally responsible for CONSULTANT's obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 9. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 10. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 11. Interests of Consultant. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -4-
B0785-0001\2661126v2.doc
($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -5-
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Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 14. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days' written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work done in accordance with the terms of this Agreement at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 15. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT's Scope of Work.

Section 16. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -6-
B0785-0001\2661126v2.doc
representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 20. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 21. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 22. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor of the City of
Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: MAINLINE INFORMATION
SYSTEMS, INC.

BRIAN SHOWMAN
General Counsel
[Signatures continue]
DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -7-
B0785-0001\2661126v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

DAVID SCHIRMER
Chief Information Officer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -8-
B0785-0001\2661126v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide CITY with information technology (“IT”) consulting services related to CITY’s client applications such as CITY’s Enterprise storage system, LTO tape system, Axis camera system, IBM systems, and additional data center infrastructure and enterprise systems collectively (the “Services”). The Services shall include the following:
(i) Analyze CITY business requirements in connection with CITY’s client applications.

Create high-level technical design documents and detailed technical specifications, in accordance with CITY architecture standards.
(ii) Provide unit and system testing as well as execution of implementation activities. (iii) Draft individual scopes or work for projects of varying sizes and levels of complexity which details the tasks and provide estimates.
(iv) Analyze and identify technical areas of improvement within existing systems. (v) Work with CITY’s internal IT teams to complete project activities, such as infrastructure, architecture and design.
(vi) Provide systems testing, training and application support. (vii) If CITY identifies an issue or problem that requires consulting services, CONSULTANT shall conduct research, propose one or more solutions, document and present the solutions to CITY so CITY can determine how to proceed (viii) Provide written reports to CITY as required by CITY.

The above Services shall be provided to CITY on an as-needed basis as directed by CITY in the manner set forth herein.

For each requested engagement, CONSULTANT shall provide CITY with a written proposal which shall include (at a minimum) a detailed scope of work, deliverables and payment milestones (“Proposal”). Each Proposal is subject to the written approval of CITY prior to the commencement of work. Upon CITY approval, such Proposal shall be incorporated herein as if set forth in full and the services provided thereunder such Proposal shall be subject to the terms and conditions of this Agreement. CITY shall issue a written authorization to proceed for each accepted Proposal.

Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -9-
B0785-0001\2661126v2.doc
subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -10-
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E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -11-
B0785-0001\2661126v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
For the term of this Agreement, CONSULTANT shall be paid for the Services provided herein at the hourly rate of $183.75. In no event shall the total compensation for the term of this Agreement exceed One Million Two Hundred Thousand Dollars ($1,200,000), which includes a travel budget if authorized by CITY in writing and as described in Attachment 1 to this Exhibit, in an amount not to exceed $25,000 unless otherwise agreed to in writing by CITY’s Chief Information Officer.

CONSULTANT shall submit a detailed and itemized invoice(s) for the Services rendered, which invoice shall include for each fee entry the following information: (i) the date each task is performed; (ii) the identifier of the timekeeper that performed each task (i.e. initials or timekeeper number); (iii) the hours or portion thereof, billed for the task that reflects the actual time spent on each activity; (iv) a clear description of the activity performed (each task must be billed as a separate entry with specificity with no block billing); and (v) total fees billed for each entry.

Unless provided for in CONSULTANT’s written Proposal, this Agreement provides for no reimbursement of expenses. There will be no travel reimbursement for any local resource. A local resource is defined as CONSULTANT personnel residing within a 100 mile radius from CITY. Eligible reimbursable travel expenses shall be estimated in the Proposal per engagement and are subject to CITY’s prior written approval. Additionally, the maximum reimbursement shall not exceed that allowable under CITY’s Travel and Meeting Expense Policy for CITY employees (Administrative Regulation Policy No. 3A.1) attached hereto as Attachment 1.

DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -12-
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ATTACHMENT 1 TO EXHIBIT B
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ADDENDUM B
DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 -20-
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EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below :

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

COMPANY
(A.B.C.) COVERAGE POLICY NUMBER

EXPIRATION
DATE B.I. LIMITS P.D. AGGREGATE

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

BLANKET CONTRACTUAL

CONTRACTOR'S PROTECTIVE

PERSONAL INJURY

EXCESS LIABILITY

WORKER'S COMPENSATION
It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: 253C735A-7814-4CEB-A0FA-E7869D6BDC45 Certificate Of Completion
Envelope Id: 253C735A78144CEBA0FAE7869D6BDC45 Status: Sent Subject: Please DocuSign: Mainline Agreement (5-18-22).pdf Source Envelope:

Document Pages: 20 Signatures: 4 Envelope Originator:

Certificate Pages: 2 Initials: 0 Nicole McClinton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
5/18/2022 10:20:48 AM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Brian Showman
[email protected]
General Counsel
Mainline Information Systems, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 199.44.166.17
Sent: 5/18/2022 10:23:53 AM
Viewed: 5/18/2022 10:27:08 AM
Signed: 5/24/2022 9:07:23 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.188.115
Sent: 5/24/2022 9:07:24 AM
Viewed: 5/24/2022 10:33:46 AM
Signed: 5/24/2022 10:33:54 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 5/24/2022 10:33:56 AM
Viewed: 5/24/2022 5:01:04 PM
Signed: 5/24/2022 5:01:24 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/24/2022 5:01:25 PM
Viewed: 5/25/2022 10:24:37 AM
Signed: 5/25/2022 10:24:45 AM
Electronic Record and Signature Disclosure:

Signer Events Signature Timestamp
Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/25/2022 10:24:47 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/18/2022 10:23:53 AM
Payment Events Status Timestamps
1 B0785-0001\2660464v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
EDGESOFT, INC. FOR INFORMATION TECHNOLOGY

CONSULTING SERVICES FOR VARIOUS CITY INITIATIVES
NAME OF CONSULTANT: Edgesoft, Inc.

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Shan Sundar, President
CONSULTANT'S ADDRESS: 1600 Rosecrans Ave.

Media Center, 4th Floor
Manhattan Beach, CA 90266
CONSULTANT’S E.I.N/TAX I.D. NO.: 95-4670285
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: An amount not to exceed
$375,000.00 (includes applicable
taxes) as more fully described in
Exhibit B
DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 2 B0785-0001\2660464v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
EDGESOFT, INC. FOR INFORMATION TECHNOLOGY

CONSULTING SERVICES FOR VARIOUS CITY INITIATIVES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "City"), and Edgesoft, Inc., (hereinafter called "Consultant").

RECITALS
A. City desires to have certain services provided as set forth in Exhibit A, attached hereto and incorporated herein by this reference (the "Services").

B. Consultant represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

Section 1. Consultant's Services. Consultant shall provide the consulting services on an “as needed” basis or as mutually agreed to by the parties, relating to City’s web applications and as more particularly described in Exhibit A, in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Time of Performance. Consultant shall commence its services under this Agreement upon receipt of a duly authorized purchase order from City. Consultant shall complete the performance of services by the Termination Date set forth above and/or in conformance with the project timeline established by the City Manager or his designee.

Section 3. Compensation. City agrees to compensate Consultant, and Consultant agrees to accept in full satisfaction for the services required by this Agreement the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of Consultant's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). City shall pay Consultant said Consideration in accordance with the schedule of payment set forth in Exhibit B.

Section 4. Independent Contractor. Consultant is and shall at all times remain, as to City, a wholly independent contractor. Neither City nor any of its agents shall have control over the conduct of Consultant or any of Consultant's employees, except as herein set forth. Consultant shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City.

Section 5. Assignment and Subcontracting. Consultant shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of City. Consultant, however, shall at all times be responsible for the services performed by any subcontractors.

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 3 B0785-0001\2660464v1.doc
Section 6. Responsible Principal(s).
(a) Consultant's Responsible Principal set forth above shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant shall not be made without prior written consent of City. (b) City's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of City.

Section 7. Personnel. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's services under this Agreement.

Section 8. Interests of Consultant. Consultant affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with Consultant.

Section 9. Insurance.
(a) Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by Consultant.
(b) Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by Consultant in performing the services required by this Agreement. (c) Consultant shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect a policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by City. Further, Consultant agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(d) Consultant agrees to maintain in force at all times during the performance of work under this Agreement workers' compensation insurance as required by law. (e) At all times during the term of this Agreement, Consultant shall maintain on file with the City Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. Consultant shall, prior to commencement of work under this Agreement, file with the City Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the City as an additional insured.

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 4 B0785-0001\2660464v1.doc
(f) Consultant shall provide City with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by Consultant shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit City’s right to recover against Consultant and its insurance carriers.

Section 10. Indemnification.
(a) Consultant agrees to indemnify, hold harmless and defend City, City Council and each member thereof, and every officer, employee and agent of City, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Consultant or any person employed by Consultant in the performance of this Agreement. (b) All duties of Consultant shall survive termination or expiration of the Agreement.

Section 11. Termination.
(a) Either party may cancel this Agreement, with or without cause, at any time upon five (5) days written notice to the other party. Consultant agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid full compensation for all services performed by Consultant, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, Consultant shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid Consultant for the full performance of the services required by this Agreement.

Section 12. City’s Responsibility. City shall provide Consultant with all pertinent data, documents, and other requested information as is available for the proper performance of Consultant’s services.

Section 13. Work Product. All products of consulting, including, without limitation, any copyrightable works, ideas, discoveries, inventions, patents, products, videos, graphics, scripts, or other information (collectively, the “Work Product”) developed in whole or in part by Consultant in connection with this Agreement shall be the exclusive property of City.

Upon the request of City, Consultant shall sign all documents requested by City to confirm or DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 5 B0785-0001\2660464v1.doc
perfect the exclusive ownership of City of the Work Product. Any Work Product in the possession of Consultant shall be delivered to the City at least ten (10) days prior to the termination of this Agreement. This section shall survive termination of this Agreement.

Section 14. Information and Documents. All data, information, documents and drawings prepared for City and required to be furnished o City in connection with this Agreement shall become the property of City, and City may use all or any portion of the work submitted by Consultant and compensated by City pursuant to this Agreement as City deems appropriate.

Section 15. Non-Disclosure.
(a) Pursuant to the terms of this Agreement, City has provided, or will provide Consultant with certain information, and/or access to certain information including public safety information (the “Information”), which was or will be obtained by the City pursuant to a License Agreement with a third party, or which is the proprietary information of the City, or which is not publicly known. Consultant, its employees, agents, representatives, contractors and subcontractors shall hold the Information private and confidential, and shall not:
(1) Use the Information, nor cause the Information to be used for any purpose other than in performance of its duties to the City, (2) Participate in the wrongful use, illegal use, or unauthorized disclosure of the Information, or
(3) Sell, release, free trade, assign, or provide access to the Information, directly or indirectly, to third parties. This provision survives termination of Consultant’s duties to the City.

Section 16. Notice. Any notice required by this Agreement shall be deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as the parties may designate in writing.

Section 17. Attorney’s Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney’s fees and costs of such litigation.

Section 18. Entire Agreement. This Agreement represents the entire integrated agreement between City and Consultant, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Consultant.

Section 19. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 20. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 6 B0785-0001\2660464v1.doc
provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

EXECUTED the _____ day of _______________, 20___.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor of the City of
Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: EDGESOFT, INC.

SHAN SUNDAR
President

CARLOS PRECIADO
Controller / Executive Secretary

APPROVED AS TO FORM APPROVED AS TO CONTENT
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

DAVID SCHIRMER
Chief Information Officer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 B0785-0001\2660464v1.doc

EXHIBIT A

SCOPE OF SERVICES
Consultant shall provide information technology consulting services (the “Services”) related to various City Initiatives such as enhancing website usability by integrating multiple new and existing eGov initiatives, which include Customer Service applications (utility billing, business tax, etc.), HR applications (training, payroll, etc.), and others for a single unified web presence, simplified user interface, uniform look and feel, and streamlined processes for City customers and employees. Consultant shall provide the Services as directed by City on an asneeded basis. The Services shall include the following:

A) Information Technology Application Development Services

1. Analysis of business requirements and subsequent creation of high-level technical design documents and detailed technical specifications, in accordance with City architecture standards.

2. Development of application code as necessary, using Java, tomcat, WebSphere and Struts.

3. Unit and system testing of application code as well as execution of implementation activities.

4. Identification, documentation and estimation of technical tasks for projects of varying sizes and levels of complexity.

5. Analysis and identification of technical areas of improvement within existing web applications.

6. Work with internal Information Technology teams to complete project activities, such as infrastructure, architecture and database design.

7. Discovery, solutions development, systems testing, solutions presentations, training, and application support.

8. Work with internal Information Technology teams to work on data mapping and data conversion services.

9. Work with internal Information Technology teams to develop a digital experience portal for the city brining all online city services under one roof.

B) Information Technology Project Management Services

1. Accomplish IT objectives by planning and evaluating project activities.

2. Track, monitor and coordinate active projects.

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3

3. Serve as liaison between IT and various departments related to project activities. 7 B0785-0001\2660464v1.doc
Infectious Disease
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and Contractor to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “Contractor employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. Contractor shall notify CITY immediately in writing if Contractor or Contractor employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such Contractor employees shall immediately cease performing services under the Agreement.

C. Contractor shall monitor Contractor employees’ signs and symptoms with written logs. Contractor shall maintain a daily recording of the following:

1. Require Contractor employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If Contractor employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, Contractor shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. Contractor shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic.

Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. Contractor shall disinfect all areas that Contractor’s employees come in contact with while performing services under the Agreement before and after usage.

5. Contractor employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * Contractor acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. Contractor shall also maintain daily monitoring and record keeping in connection with CITY projects where Contractor employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 8 B0785-0001\2660464v1.doc
prior to reporting on site daily.

4. Contractor shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. Contractor shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

Contractor shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review Contractor’s daily logs to ensure compliance with this Agreement. CITY has the right to send Contractor employees home who do not comply with these requirements. Contractor shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3

2. Contractor employees are not working while sick.

3. Contractor shall notify their CITY Project Manager or CITY Responsible Principal 9 B0785-0001\2660464v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
City shall pay Consultant compensation at the following rates per hour for scheduled service during normal business hours.

Resource Category Hourly Rate
Project Manager $ 165.00
Software Architect $ 165.00
Database Architect / DBA $ 150.00
Senior Programmer (Java, .NET, Other) $ 125.00
Programmer (Java, .NET, Other) $ 100.00
Web Designer (Graphics Designer) $ 100.00
Systems Administrator $ 100.00
Data Migration Specialist $ 75.00
Junior Programmer/Analyst $ 65.00
Programmer (offsite) $ 20.00
The total sum paid to Consultant under this Agreement shall not exceed the amount of Three Hundred Seventy-Five Thousand Dollars ($375, 000.00), as set forth in the purchase order issued by City for all services to be provided pursuant to this Agreement. Said Compensation shall constitute reimbursement of Consultant’s fee for the services as well as the actual cost of any equipment, materials and supplies necessary to provide the services (including labor, materials, delivery, tax, assembly and installation, as applicable).

Consultant shall submit a monthly itemized statement to City for its services performed for the prior month, which shall include documentation setting forth, in detail, a description of the services rendered and the hours of service. City shall pay Consultant all undisputed amounts of such billing within thirty (30) days of receipt of the same.

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 10 B0785-0001\2660464v1.doc

EXHIBIT C
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION


It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days’ written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

DocuSign Envelope ID: 14C89E56-1D35-45BA-8419-2BEE4B189CE3 11 Certificate Of Completion
Envelope Id: 14C89E561D3545BA84192BEE4B189CE3 Status: Sent Subject: Please DocuSign: Edgesoft Agreement (5-18-22).pdf Source Envelope:

Document Pages: 11 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Nicole McClinton
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.188.115
Record Tracking
Status: Original
5/16/2022 4:04:50 PM
Holder: Nicole McClinton
[email protected]
Location: DocuSign
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Shan Sundar
[email protected]
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Carlos Preciado
[email protected]
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David Schirmer
[email protected]
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Using IP Address: 198.245.188.115
Sent: 5/19/2022 2:21:27 PM
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Deborah Hakman
[email protected]
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
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Sent: 6/1/2022 10:25:05 AM
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Not Offered via DocuSign
George Chavez
[email protected]
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Lili Bosse
[email protected]
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Huma Ahmed
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B0785-0001\2657166v3.doc

AGREEMENT

BETWEEN THE CITY OF BEVERLY HILLS

AND THE CITY OF GLENDALE

FOR CRIME LABORATORY SERVICES
NAME OF CONTRACTOR: City of Glendale
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Mark Stainbrook, Chief of Police CONTRACTOR'S ADDRESS:

City of Glendale
131 North Isabel Street
Glendale, CA 91206
Attention: Catherine Nguyen, Laboratory
Director
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark Stainbrook, Chief of Police
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023
CONSIDERATION: Not to exceed $157,500 including contingency work not to exceed $5,000
Total not to exceed $ 162,500
DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 2 B0785-0001\2657166v3.doc

AGREEMENT

BETWEEN THE CITY OF BEVERLY HILLS

AND THE CITY OF GLENDALE

FOR CRIME LABORATORY SERVICES
This agreement (“Agreement”), dated as of July 1, 2022 (“Effective Date”) is by and between the City of Glendale, a municipal corporation (“Glendale”) and the City of Beverly Hills, a municipal corporation (“Agency”) (collectively, “Parties” or individually “Party”).

R E C I T A L S
WHEREAS, Glendale represents that through its Crime Laboratory, also known as the Verdugo Regional Crime Laboratory, it is qualified in providing DNA analysis and other forensic related services for criminal investigations; and
WHEREAS, in the judgment of Agency, it is necessary and desirable to enter into an agreement with Glendale for crime laboratory services.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows:

A G R E E M E N T

1. Scope of Services

1.1. Specified Services. At the request of Agency, Glendale shall perform the crime laboratory services described in Exhibit “A” attached hereto and incorporated herein by this reference (“Scope of Work”).

1.2. Glendale shall provide all personnel, supervision, supplies, training, and equipment necessary to perform the analysis and services as requirement in this Agreement.

1.3. Primary Point of Contact. Glendale will designate a primary analyst for the Agency.

To the extent possible, and consistent with good laboratory management, the primary analyst will function as a liaison with and oversee the work submitted by the Agency.

1.4. If Glendale is unable or unwilling to perform any specific services requested at or within the time specified by Agency, Glendale shall provide reasonable notice to Agency, and Glendale shall not be obligated to perform those services. If a conflict arises between the body of this Agreement and Exhibit “A”, the provisions in the body of this Agreement shall control.

DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 3 B0785-0001\2657166v3.doc

1.5. Extra services, changed work, or other changes to this Agreement may be authorized only by written amendment to this Agreement.

2. Term

2.1 This Agreement’s term shall be from July 1, 2022 through June 30, 2023, unless terminated earlier in accordance with the provisions of Article 4.

2.2 Discussions for Renewal
Prior to the expiration of this Agreement, the Parties shall discuss the renewal of this Agreement.

2.2.1. In order to facilitate discussions for a continued relationship between the Parties for a renewal of this Agreement, Glendale shall provide to Agency no later than on January 31, 2023:
1) A proposed fee for the Scope of Work to be effective on July 1, 2023; and
2) Proposed rate adjustments for the services set forth in Exhibit “B”.

2.2.2. The Parties shall reach a preliminary decision, by no later than March 1, 2023, on whether to renew this Agreement and on the renewal fee and rate adjustments described immediately above. The Parties acknowledge and agree that said preliminary decision shall be subject to approval by Agency’s City Council. Upon renewal, this Agreement may be subject to new or additional terms and conditions which must be approved in writing by the Parties.

3. Payment

3.1 Agency agrees to pay Glendale the sum of One Hundred Fifty-Seven Thousand Five Hundred Dollars ($157,500.00) for the processing of DNA samples submitted by Agency to Glendale for analysis. Agency shall make such payment to Glendale on or before September 1, 2022. Attached as Exhibit “B” hereto and incorporated herein by this reference is the quote for 350 samples at $450 per sample.

3.2. If the Agency exceeds 350 samples during the term of this Agreement, Glendale will notify the Agency. The Agency may elect to process additional samples in accordance with rates set forth in Exhibit “C” which is attached hereto and incorporated by this reference or the Parties may agree to a supplementary payment to Glendale to provide crime laboratory services for the balance of the term.

3.3 If court testimony is requested outside Los Angeles County, the cost shall be charged to Agency in addition to the charge(s) for crime laboratory services. The Agency shall reimburse Glendale for the full costs, at the employee’s then current rate of pay, to Glendale of having the witness testify, including:
a. The full costs of the witness’ round trip travel between Glendale and the place of testimony.

DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 4 B0785-0001\2657166v3.doc
b. The full cost of the witness’ salary and benefits while travelling and stating in the area where he/she is to testify.
c. The full cost of the witness’ meals and lodging while travelling to and from and staying in the area where he/she will testify.
d. Any other expenses that may be incurred by Glendale or the witness connection with the witness testimony. e. Agency shall pay Glendale the balance of the cost for the testimony of the Glendale employee witness within thirty (30) days after the billing date on the invoice.

3.4. If services are provided pursuant to Section 3.2 (using Exhibit “B”) or Section 3.3 above, Glendale shall invoice Agency monthly for services provided in the preceding month. Agency shall pay Glendale’s invoices within thirty (30) days of submission. Late payments are subject to late penalties and interest.

3.6 Contingency. Agency authorizes an additional amount not exceed $5,000.00 for work performed by City pursuant to Section 3.3 of this Agreement.

4. Termination

4.1 Termination Without Cause. Notwithstanding any other provision of this Agreement, at any time and without cause, either party shall have the right in its sole discretion, to terminate this Agreement by giving six (6) months written notice to the other Party.

4.2 Termination for Cause. Notwithstanding any other provision of this Agreement, should either party fail to perform its obligations hereunder, within the time and in the manner provided, or otherwise violate any of the terms of this Agreement, the other party may immediately terminate this Agreement by giving the breaching party written notice of such termination, stating the reason for termination.

4.3 The Parties hereto understand that this Agreement is contingent upon the appropriation of sufficient funding by Glendale, which Glendale retains in its absolute and sole discretion, for the services covered by this Agreement. If funding is reduced or eliminated by Glendale for the services covered by this Agreement, Glendale has the option to either terminate this Agreement without notice and with no liability occurring to Glendale or to offer an amendment to this Agreement indicating the reduced amount of services that can be provided to Agency.

Agency shall be entitled to receive a pro-rated refund if there is insufficient funding, or if either party chooses to terminate the Agreement during the fiscal year provided six (6) months’ notice to the other Party is given.

4.4 Delivery of Work Product and Final Payment Upon Termination. In the event of termination, Glendale, within thirty (30) days following the date of termination, shall deliver to Agency at Agency’s expense all materials and work product subject to DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 5 B0785-0001\2657166v3.doc
Section 9.2 and shall submit to Agency an invoice showing the services performed, hours worked, and copies of receipts for reimbursable expenses up to the date of termination.

4.5 Payment Upon Termination. Upon termination of this Agreement by Agency, Glendale shall be entitled to receive full payment for all services rendered and expenses incurred hereunder. If services which have been rendered are to be paid on a per hour basis, Glendale shall be entitled to receive as full payment an amount equal to the number of hours worked prior to the termination multiplied by the applicable hourly rate. Glendale shall also be paid and reimbursed for the time and expense to deliver to Agency the materials and work product described in Section 4.4.

4.6 Authority to Terminate. Each Party’s governing body has the authority to terminate this Agreement. In addition, each Party’s City Manager, in consultation with its City Attorney and Chief of Police, shall have the authority to terminate this Agreement.

5. Insurance
With respect to performance of work under this Agreement, Glendale shall maintain insurance as described below.

5.1. Workers’ Compensation Insurance. Glendale shall maintain Workers’ Compensation insurance with statutory limits as required by the Labor Code of the State of California. The requirements of this section may be satisfied by the provision of similar coverage through a self-insurance program.

5.2. Liability Insurance. Glendale shall maintain or cause to be maintained the following insurance coverage: (1) a policy of commercial general liability with limits of liability not less than one million ($1,000,000) per occurrence and two million ($2,000,000) annual aggregate; and (2) a policy of professional errors and omissions liability with limits of liability not less than one million ($1,000,000) per occurrence/aggregate. The requirements of this section may be satisfied by the provision of similar coverage through a self-insurance program.

5.3. Automobile Insurance. Glendale shall maintain or cause to be maintained automobile liability insurance covering bodily injury and property damage in an amount no less than One Million Dollars ($1,000,000) combined single limit for each occurrence. Said insurance shall include coverage for owned, hired, and non-owned vehicles. The requirements of this section may be satisfied by the provision of similar coverage through a self-insurance program.

5.4 Documentation. Upon request, Glendale shall provide a Certificate of Insurance or Letter of Self-Insurance certifying that the coverages required by this Agreement have been obtained and will be maintained for the term of this Agreement.

DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 6 B0785-0001\2657166v3.doc

6. Indemnification
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government Code section 895.6, the parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead the parties agree that pursuant to Government Code section 895.4, each party hereto shall fully indemnify and hold each of the other parties, their officers, agents and employees, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, agents, or employees, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, agent, or employee thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, agents, or employees, under or in connections with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement.

7. Authority to Proceed and Force Majeure
The execution of this Agreement shall constitute Glendale’s authority to proceed immediately with the performance of this Agreement. Performance of services hereunder shall be completed within the time required herein, provided, however that if the performance is delayed by earthquake, flood, high water, or other Act of God or by strike, lockout, or similar labor disturbances, the time for Glendale’s performance of this Agreement shall be extended by a number of days equal to the number of days Glendale has been delayed.

8. Independent Contractor Status of Glendale and Agency

8.1. Glendale is, and shall at all times be deemed to be, an independent contractor.

Nothing contained herein shall be construed as creating the relationship of employer and employee or principal and agent between Agency and Glendale or any of Glendale’s officers, agents or employees. Glendale, its officers, agents, and employees shall not be entitled to any rights or privileges of Agency employees and shall not be considered in any manner to be Agency employees.

8.2 Agency is, and shall at all times be deemed to be, an independent contractor.

Nothing contained herein shall be construed as creating the relationship of employer and employee or principal and agent between Glendale and Agency or any of Agency’s officers, agents or employees. Agency, its officers, agents and employees shall not be entitled to any rights or privileges of Glendale employees and shall not be considered in any manner to be Glendale employees.

9. Records Maintenance, Ownership, and Disclosure

9.1. Glendale shall keep and maintain full and complete documentation and accounting records concerning all services performed that are compensable under this Agreement and shall make such documents and records available to Agency for DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 7 B0785-0001\2657166v3.doc
inspection at any reasonable time upon reasonable notice. Glendale shall maintain such records for a period of four (4) years following completion of work hereunder.

9.2. All original lab reports and supporting documentation shall remain the property and in the custody of Glendale. Copies of lab reports will be provided to Agency upon completion of the cases. Copies of other supporting case documentation shall be provided to Agency only upon specific request for criminal discovery purposes and/or pursuant to subpoena or court order.

9.3 Glendale’s employees, agents, and representatives who provide services under this Agreement shall maintain the confidentiality of all persons involved and evidence/information learned in connection with any request for service under this Agreement and shall not disclose any such information without Agency’s consent or court order.

10. Public Records Act

10.1 Agency acknowledges that this Agreement is a public record. This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act (Government Code Sections 6250 et seq.), including its exemptions. Agency acknowledges that Glendale has no obligation to notify Agency when a request for records is received.

10.2 Agency shall identify in advance all records, or portions of them, that Agency believes are exempt from production under the Public Records Act.

10.3 If Agency claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) Agency may, when notified by Glendale of the request, seek protection from disclosure by timely applying for relief in a court of competent jurisdiction; or (2) At the request of Agency, Glendale may either decline to produce the requested information, or redact portions of the documents and produce the redacted records.

10.4 If Agency fails to identify one or more protectable documents, in Glendale’s sole discretion, and without its being in breach of this Agreement or its incurring liability to Agency, Glendale may produce the records— in whole, in part, or redacted— or may decline to produce them.

10.5 Agency shall indemnify, defend (including Agency’s providing and paying for legal counsel for Glendale), and hold harmless Glendale, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging Glendale’s refusal to publicly disclose one or more records that Agency identifies as protectable, or asserts is protectable.

DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 8 B0785-0001\2657166v3.doc

11. Authority
Each undersigned hereby represents and warrants that he or she has authority to execute and deliver this Agreement on behalf of the party designated above the undersigned’s signature line.

12. Audit
Upon Agency’s reasonable request, Glendale shall make available to Agency during normal business hours documents permitting an audit of services under this Agreement.

Such documents shall include information relating but not limited to the following: verifying evidence chain of custody processes, evidence testing procedures, security and personnel access, and timeframes related to obtaining results.

13. Statutory Compliance
Glendale agrees to comply with all applicable federal, state, and local laws, regulations, statutes and policies applicable to the services provided under this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement. Glendale’s failure to comply, after notice and opportunity to cure, shall be cause for termination. Glendale’s failure to comply shall not give rise to liability absent Glendale’s willful misconduct or gross negligence.

14. Demand for Assurance
Each party to this Agreement undertakes the obligation that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. “Commercially reasonable” includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance. Nothing in this section limits either party’s right to terminate this Agreement pursuant to Article 4.

15. Notices
All notices, invoices, and payments shall be made in writing and shall be given by personal delivery, U.S. Mail first class, U.S. Mail certified, courier service, facsimile, or email. Notices, invoices, and payments shall be addressed as follows:

DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 9 B0785-0001\2657166v3.doc
AGENCY: City of Beverly Hills
Police Department
Attention: Lieutenant Eugene Kim
464 N. Rexford Drive
Beverly Hills, CA 90210
Tel. No. 310-288-2616
Fax No. 310-246-9353
Email: [email protected]
GLENDALE: City of Glendale
Police Department
Attention: Dr. Catherine Nguyen, Laboratory Director
131 N. Isabel Street,
Glendale, CA 91206
Tel. No. 818 937-8667
Fax No. 818 507-0967
Email: [email protected]
All written notices or correspondence sent in the described manner will be presumed “given” to a party on whichever date occurs earliest:
(1) The date of personal delivery;
(2) The third (3rd) business day following deposit in the U.S. mail, when sent by “first class” mail;
(3) The date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S.

Postal Service form, when sent by “certified” mail; or
(4) The date of transmission, when sent by facsimile or email.

At any time, by providing written notice to the other party, Glendale or Agency may change the place, or facsimile number, for giving notice.

16. Nondiscrimination
The parties to this Agreement shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis.

17. Miscellaneous Provisions

17.1. No Waiver of Breach. The waiver by either Party of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement.

DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 10 B0785-0001\2657166v3.doc

17.2. Assignment. Neither party hereto shall assign, delegate, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented.

17.3. Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statue, ordinance, regulation, or law. The parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. The parties acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. The parties acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement.

17.4. Consent. Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed.

17.5. No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties.

17.6 Applicable Law. California’s laws govern this Agreement’s construction and interpretation. Unless this Agreement provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in Los Angeles or the forum nearest to the City of Glendale, in Los Angeles County.

17.7. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.

17.8. Entire Agreement. This Agreement represents the entire and integrated agreement between the parties. This Agreement supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither Agency nor Glendale has made any promises or representations, other than those contained in this Agreement or those implied by law. The parties may modify this Agreement, or any part of it, by a written amendment with Glendale’s and Agency’s signature.

17.9. Time of Essence. Time is and shall be of the essence of this Agreement and every provision thereof.

17.10. Digital Signatures. A signed copy of this Agreement or any amendment thereto bearing a digital signature, shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such amendment thereto DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 11 B0785-0001\2657166v3.doc
for all purposes, and each digital signature should be given the same legal force and effect as a handwritten signature.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date.

CITY OF GLENDALE:

By Date: , 2022
John Takhtalian
Deputy City Manager

CITY OF BEVERLY HILLS
By Date: , 2022
Lili Bosse
Mayor of the City of Beverly Hills, California
By Date: , 2022
Huma Ahmed [ATTEST]
City Clerk
APPROVED AS TO CONTENT:

By Date: , 2022
George Chavez
City Manager
By _____________________________ Date:_____________________, 2022 Mark Stainbrook
Chief of Police
By _____________________________ Date:_____________________, 2022 Sharon L’Heureux Dressel
Risk Manager
APPROVED AS TO FORM: APPROVED AS TO FORM:

Laurence S. Wiener Carmen O. Merino
City Attorney General Counsel – Police
City of Beverly Hills City of Glendale
Date: , 2022 Date: , 2022
DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 May 16, 2022 | 10:53 PDT
May 16, 2022 | 10:59 PDT
May 16, 2022 | 11:00 PDT
May 17, 2022 | 06:52 PDT
May 17, 2022 | 08:38 PDT
12 B0785-0001\2657166v3.doc

EXHIBIT A

SCOPE OF SERVICES
Biological Evidence Examinations
a) Identification of body fluids, (e.g., blood, semen, saliva) b) DNA typing – autosomal
c) Enter DNA profiles into CODIS
DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 13 B0785-0001\2657166v3.doc

EXHIBIT B
DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 14 B0785-0001\2657166v3.doc

EXHIBIT C
DocuSign Envelope ID: BB67C270-D9F6-499B-895A-252F90A57B58 Certificate Of Completion
Envelope Id: BB67C270D9F6499B895A252F90A57B58 Status: Sent Subject: Please DocuSign: CLEAN City of Glendale Crime Laboratory Services FY 22-23 (ready for DocuSign).pdf Source Envelope:

Document Pages: 14 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Maria Lara
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.168
Record Tracking
Status: Original
5/16/2022 9:52:48 AM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Carmen O. Merino
[email protected]
General Counsel-Police
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 161.199.85.10
Sent: 5/16/2022 10:10:01 AM
Viewed: 5/16/2022 10:49:56 AM
Signed: 5/16/2022 10:53:09 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John Takhtalian
[email protected]
Deputy City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 161.199.85.10
Sent: 5/16/2022 10:53:12 AM
Viewed: 5/16/2022 10:59:26 AM
Signed: 5/16/2022 10:59:31 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Mark Stainbrook
[email protected]
Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 68.21.130.137
Signed using mobile
Sent: 5/16/2022 10:59:35 AM
Viewed: 5/16/2022 11:00:38 AM
Signed: 5/16/2022 11:00:55 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/16/2022 11:00:59 AM
Resent: 5/16/2022 11:43:09 PM
Viewed: 5/17/2022 6:52:18 AM
Signed: 5/17/2022 6:52:29 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 5/17/2022 6:52:33 AM
Viewed: 5/17/2022 8:38:27 AM
Signed: 5/17/2022 8:38:45 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/17/2022 8:38:49 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lourdes Sy-Rodriguez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/16/2022 10:10:01 AM
Payment Events Status Timestamps
-1-
B0785-0001\2651118v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
JLEE ENGINEERING, INC. TO PROVIDE PLAN REVIEW

SERVICES AND SUPPLEMENTAL CONSULTING SERVICES
NAME OF CONSULTANT: JLEE Engineering, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Jae Lee, President and Chief Financial Officer
CONSULTANT’S ADDRESS: 430 S. Garfield Avenue, Ste. 301
Alhambra, CA 91801
Attention: Jae Lee, President and CFO
CONSULTANT’S E.I.N./TAX I.D. NO.: 95-4798307
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Ryan Gohlich, AICP
Director of Community Development
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2025 with option to extend for two additional one-year terms as described in
Section 2 of the Agreement
CONSIDERATION: Not to exceed $800,000 at the rates set
forth in Exhibit B
DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -2-
B0785-0001\2651118v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
JLEE ENGINEERING, INC. TO PROVIDE PLAN REVIEW

SERVICES AND SUPPLEMENTAL CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and JLEE Engineering, Inc., (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon the Commencement Date or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the hourly rates set forth in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -3-
B0785-0001\2651118v2.doc
(including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth above shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -4-
B0785-0001\2651118v2.doc
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance
A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.

DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -5-
B0785-0001\2651118v2.doc
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -6-
B0785-0001\2651118v2.doc
locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
ATTEST: Mayor of the City of Beverly Hills, California
______________________(SEAL)

HUMA AHMED
City Clerk [SIGNATURES CONTINUE]
DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -7-
B0785-0001\2651118v2.doc
CONSULTANT: JLEE Engineering, Inc.

JAE LEE
President and Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________

RYAN GOHLICH, AICP
Director of Community Development
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -8-
B0785-0001\2651118v2.doc

EXHIBIT A

SCOPE OF WORK
A. Upon CITY’s written request, CONSULTANT shall provide the following services:

1. Building and Fire Life Safety Plan Review Services
Review architectural, structural, electrical, mechanical, plumbing, grading, drainage, accessibility, energy, green building, landscape, fire and life safety, and smoke control system submittals, plans, and reports for compliance with the California Building Standards Codes, CITY’s Municipal Code and other applicable Federal, State, and local laws, policies, ordinances, and regulations. CONSULTANT shall perform site visits as required by CITY to verify existing conditions and better coordinate plan review services.

2. Certified Access Specialist Program (“CASP”)
Provide certified CASP professional to review plans, perform site visits, and meet with the public to discuss issues related to State and Federal accessibility compliance.

3. Zoning Plan Review Services
Review plans for compliance with CITY’s Municipal Code, conditions as set by CITY staff, commissions, and City Council, and all applicable State and local laws, policies, procedures, and standards. CONSULTANT shall review existing planning and building records to verify compliance conditions.

4. Public Works Engineering Plan Review Services
Perform Map plan review services for compliance with the Subdivision Map Act, CITY’s Municipal Code and map checking procedures. CONSULTANT to review tentative maps, final maps, rights of way, vacations, easement deeds, encroachments, and lot line adjustments. CONSULTANT shall assure submittals comply with Conditions of Approval as set by CITY staff, commissions, and the City Council. CONSULTANT shall also review map boundaries, surveys, and field check final monumentation prior to bond exoneration. CONSULTANT shall prepare all necessary documents for submittal to the County of Los Angeles Public Works Department prior to recording. CONSULTANT shall assist in preparing all City Council staff reports required for approval of such maps, rights of way, vacations, easements, and encroachments.

Review development plans for Storm Water Quality including NPDES and SUSMP, and other applicable Federal, State, and local laws, policies, procedures, and DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -9-
B0785-0001\2651118v2.doc
standards. CONSULTANT must have a thorough knowledge of hydrology and hydraulic principles and a good working knowledge of regional and local hydrology and drainage manuals. CONSULTANT shall be required to make independent engineering judgments and recommendations and interact with other CITY Departments and Divisions.

Perform Engineering Review of public utility improvements related to private development including electrical, communications, water and sewer plans and calculations. CONSULTANT shall have good working knowledge of water systems.

CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other CITY Departments and Divisions.

Review Street Improvement Plans and Traffic Engineering plans related to private development for compliance with local, county, Caltrans, Americans with Disabilities Act and California Title 24 requirements. These plans will include such elements as streets, striping, signage, sidewalks, curb and gutter, bikeway, street lights, and traffic signals. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other CITY Departments and Divisions.

B. All plan review services shall be performed by International Code Council (ICC) or similarly certified plans examiners and/or licensed professional engineers (State of California), with extensive experience in plan review. All staff utilized by CONSULTANT shall be appropriately licensed, registered, and certified as required by the State of California and CITY to perform each of the specific scopes of work.

C. CONSULTANT shall review all plan check applications for accuracy and make all necessary revisions to such items as description, valuation, square footage, type of construction, and use. All plan review correction materials including marked up plans, documents, and plan check correction lists shall be provided in the CITY desired format to the CITY representative immediately upon completion of the plan review at no extra charge to CITY. This process includes delivery of a hard copy of the reviewed plan, correction list and a soft copy emailed at no extra cost to CITY. CONSULTANT shall provide plan and document pick-up and delivery service by courier service at no extra charge to the City.

D. Provide plan check status reports, statistical reports, and performance and management reports, on a regular basis or upon written request of CITY in the format type requested by CITY (paper or electronic). The information requested may include such information as project name, address, description, square footage, and type of construction, type of review(s) performed, hour(s) required per review, reviewer name, reviewer credentials and turnaround time of plan review(s).

E. In order to meet CITY established standards, the expected turnaround times for plan review are as follows:

DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -10-
B0785-0001\2651118v2.doc
 Two (2) weeks for Tenant Improvements, Single Family Residential and Light Commercial projects.
 Four (4) weeks for new Multi-Family Residential and Large Commercial projects.  Five (5) working days for resubmitted Residential and Light Commercial projects.  Fifteen (15) working days for resubmitted Multi-Family Residential and Large Commercial projects.
 Other timetables upon written request of CITY.

F. CONSULTANT’s plan reviewers shall be available to work at CITY upon request and will be required to access CITY’s permitting system to manage and process the assigned work. Plan reviewers shall be available to applicants and CITY personnel for meetings upon request.

G. CITY encourages electronic plan submittal. CONSULTANT shall provide plan review and scope of work services through CITY’s Electronic Review systems, ProjectDox by Avolve Technologies, or through other electronic media (i.e. PDF, email, etc.) as required by CITY. Electronic plan reviews will be required to be completed utilizing CITY’s ePlan system. System access and training will be provided by CITY to CONSULTANT in accordance with CITY policies and practices. All ePlan records of corrections, approvals, and comments shall be entered in the CITY’s system in a manner that is in accordance to customer service standards and policies. If CONSULTANT uses a different electronic plan review process to provide plan review services, CONSULTANT shall provide CITY with the following:

1. ePlan file transfers from CITY to CONSULTANT and CONSULTANT to CITY.

2. ePlan review real-time status of progress.

3. ePlan corrections (red lines), comments, and clarification transfer to CITY for consolidation with other agencies’ reviews.

4. Coordination with other reviewing agency’s corrections and comments to align correction responses to customer.

5. Recordation of every review cycle and final approval into CITY’s ePlan system.

6. CITY’s ability to review/use CONSULTANT’s system for project information and reports for CITY assigned work.

H. CONSULTANT shall be prepared to effectively develop a method to assist CITY in providing ongoing high quality customer service. CONSULTANT shall assist CITY staff in managing the plan review services for all projects and provide recommendations intended to improve efficiency and cost effectiveness. CONSULTANT shall regularly and effectively communicate with CITY staff and other CITY consultants, and attend meetings as necessary to improve the progress of the work. CONSULTANT shall communicate, cooperate, and team with CITY staff and other CITY consultants to improve project coordination. CONSULTANT shall provide strong emphasis, understanding, and special attention to the management of high profile projects while maintaining work quality, meeting schedules, and staying within budget.

DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -11-
B0785-0001\2651118v2.doc

INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONSULTANT employees to:
i. Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility. vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubical,

3. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

4. CONSULTANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.

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D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public.
**Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -13-
B0785-0001\2651118v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services required in Exhibit A in a total amount not to exceed Eight Hundred Thousand Dollars ($800,000), at the rates set forth in this Exhibit.

FEE SCHEDULE
I. Fee Schedule for Plan Checks and Reviews
A. Unless noted otherwise, all positions in disciplines (building, civil, structural, plumbing, mechanical, electrical, disabled access, drainage, grading, and traffic plan checks) are under the categories of Sr. Plan Check Engineer, Plan Checker, Sr. Plan Examiner, and Plan Examiner.

B. Plan check, recheck, and final reviews charged on the hourly basis as follows:
(There will be no additional charge for the expedited plans.) CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

II. Details of Fee Schedule
A. Hourly rates include profit and overhead including non-billable administrative staff.

B. CONSULTANT will pay for the cost of all training, equipment, or materials required by the CONSULTANT’s staff.

C. CITY will not be charged for the CONSULTANT staff time to attend training/events provided by CITY.

Principal $140.00
Sr. Plan Check Engineer $120.00
Plan Check Engineer $110.00
Sr. Plan Examiner $100.00
Plan Examiner $90.00
Certified Access Specialist (CASp) $120.00
Fire Plan Reviewer $120.00
Fire Protection Engineer $120.00
Geologist $120.00
Geotechnical Engineer $120.00
Sr. Planner – Zoning Plan Examiner $100.00
Planner – Zoning Plan Examiner $90.00
Permit Technician (ICC Certified) $60.00
DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E -14-

EXHIBIT C
B0785-0001\2651118v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONSULTANT'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULTANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 0569C5CB-6EE8-4B93-A726-455DB75C204E Certificate Of Completion
Envelope Id: 0569C5CB6EE84B93A726455DB75C204E Status: Sent Subject: Please DocuSign: CLEAN - Agreement_JLEE Engineering - Plan Review Services rev.pdf Source Envelope:

Document Pages: 14 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
AutoNav: Enabled
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
6/9/2022 9:23:35 AM
Holder: Evelin Welch
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jae Lee
[email protected]
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Signed by link sent to [email protected]
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Ryan Gohlich
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Using IP Address: 174.193.154.51
Signed using mobile
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Using IP Address: 198.245.189.166
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Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
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B0785-0001\2651117v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
JLEE ENGINEERING, INC. FOR FAULT ACTIVITY

INVESTIGATION AND REPORT RELATED PEER REVIEW

SERVICES AND OTHER GEOLOGICAL AND GEOTECHNICAL
REVIEW SERVICES PAID BY DEVELOPERS’ FUNDS
NAME OF CONSULTANT: JLEE Engineering, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Jae Lee, President and Chief Financial Officer
CONSULTANT’S ADDRESS: 430 S. Garfield Avenue, Ste. 301
Alhambra, CA 91801
Attention: Jae Lee, President and Chief
Financial Officer
CONSULTANT’S E.I.N./TAX I.D. NO.: 95-4798307
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Ryan Gohlich, AICP
Director of Community Development
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2025, with option to extend 2 additional 1-year terms as described in
Section 2 of the Agreement
CONSIDERATION: Not to exceed $150,000 at the rates set
forth in Exhibit B
DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
JLEE ENGINEERING, INC. FOR FAULT ACTIVITY

INVESTIGATION AND REPORT RELATED PEER REVIEW

SERVICES AND OTHER GEOLOGICAL AND GEOTECHNICAL
REVIEW SERVICES PAID BY DEVELOPERS’ FUNDS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and JLEE Engineering, Inc., (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Works.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONSULTANT shall commence its services under this Agreement upon the Commencement Date on the cover page or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth on the cover page.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
3 The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth on the cover page shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
4 Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
5 (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
6 years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [SIGNATURES FOLLOW]
DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
7 EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: JLEE Engineering, Inc.

JAE LEE
President and Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________

RYAN GOHLICH, AICP
Director of Community Development
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C 8 B0785-0001\2651117v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following services:

Provide Peer Review services as requested by CITY for the reviews of fault-activity related investigation reports and other geological and geotechnical related documents.

1. The peer review services will be performed for the implementation of the current Building Code, “The City Policy for Site-Specific Seismic Fault Investigations” (Policy No: DSP-003), Guidelines for Evaluating Potential Surface-Fault Rupture within the City of Beverly Hills, California”, other related CITY requirements.

2. The peer review services will be provided by State licensed, technically qualified peer reviewer which include, but not limited to the following:
a. Review literature survey.
b. Prepare peer review letter that addresses “literature survey” and correction to perform a site specific investigation to meet the geological standards of practice relative to a site specific investigation.
c. Review the scope and technical documentation, including their professional opinions and conclusions, as to the possible presence and relative impact of active faults within and adjacent to the proposed development. d. Review whether or not the particular site-specific investigation meets the current geologic standard-of-practice for evaluating potential surface-fault rupture. e. Review the draft and final fault-activity investigation reports prepared and submitted by the developers to the CITY.
f. Provide a summary of the investigation scope and conclusions, and whether or not these conform to current building codes and geologic standards-of-practice when all fault issues have been adequately addressed.
g. Provide a conclusion either accepting the report or provide corrections to draft report.
h. Provide Review the final reports and provide the CITY with a formal “Recommendation for Acceptance” if warranted.
i. Review site of soil borings, Core Penetrometer Tests, and/or trenches. j. Provide responses to technical questions from the CITY or CITY’s applicants.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
9 k. Provide other reviews or related consultant services as requested by CITY.

3. Reports and associated documentation shall be reviewed and completed within ten (10) business days. CONSULTANT acknowledges that CITY may terminate the Agreement with or without cause pursuant to Section 13, Termination. This shall include CONSULTANT’s failure to comply with the prescribed turnaround time. Provide status report on a regular basis or upon written request of CITY.

4. Provide plan and document pick-up and delivery service by courier services at no charge to CITY.

INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONSULTANT employees to:
i. Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C B0785-0001\2651117v2.doc
10 vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubical,

3. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

4. CONSULTANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public.
**Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C 11 B0785-0001\2651117v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of services in accordance with this Agreement, and to the standard of the industry for such work, on an hourly basis utilizing the rate schedule shown in this Exhibit. Compensation shall be in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) including labor, taxes, and expenses for the term of this Agreement.

Professional Services Rates
Geologist $120.00
Geotechnical Engineer $120.00
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C

EXHIBIT C
B0785-0001\2651117v2.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONSULTANT'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULTANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: C9AA7C11-4287-4160-A93E-15E961EB3E3C Certificate Of Completion
Envelope Id: C9AA7C1142874160A93E15E961EB3E3C Status: Sent Subject: Please DocuSign: CLEAN - Agreement_JLEE Engineering - Geological & Geotechnical Peer Review.pdf Source Envelope:

Document Pages: 12 Signatures: 4 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 104.172.162.29
Record Tracking
Status: Original
5/11/2022 12:33:37 PM
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Jae Lee
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Ryan Gohlich
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Sharon L'Heureux Dressel
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Risk Manager
Sharon Dressel
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Cindy Owens
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Policy & Management Analyst
City of Beverly Hills
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B0785-0001\2656639v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MERIDIAN RAPID DEFENSE GROUP LLC FOR EVENT

PROTECTION BARRIERS AT VARIOUS CITY EVENTS
NAME OF CONTRACTOR: Meridian Rapid Defense Group LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Eric Alms, President CONTRACTOR’S ADDRESS: P.O. Box 60100
Pasadena, CA 91116
Attention: Eric Alms, President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 35-2292111
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Jenny Rogers, Director of
Community Services
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Fiscal Year (FY) 2022-23: Not to exceed
$130,000.00
FY 2023-24 (if extended):

Not to exceed $130,000.00
FY 2024-25 (if extended):

Not to exceed $130,000.00
Total Not to exceed: $390,000.00
DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 2 B0785-0001\2656639v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MERIDIAN RAPID DEFENSE GROUP LLC FOR EVENT

PROTECTION BARRIERS AT VARIOUS CITY EVENTS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Meridian Rapid Defense Group LLC (hereinafter called “CONTRACTOR”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

CONTRACTOR shall complete the performance of services by the Termination Date set forth above. The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation. CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses. The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 3 B0785-0001\2656639v1.doc
Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONTRACTOR without the prior written approval of CITY. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONTRACTOR’s Responsible Principal set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONTRACTOR. CONTRACTOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONTRACTOR.

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 4 B0785-0001\2656639v1.doc
($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 5 B0785-0001\2656639v1.doc
of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 6 B0785-0001\2656639v1.doc
Section 18. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
[Signatures continue]
DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 7 B0785-0001\2656639v1.doc
CONTRACTOR:

ERIC ALMS
Owner

PETER WHITFORD
Chief Executive Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER JENNY ROGERS
City Attorney Director of Community Services
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 B0785-0001\2656639v1.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall provide event protection barriers for the fall and spring Art Shows, every Sunday Farmers’ Market from July 3, 2022 to June 25, 2023, and any additional events as required by CITY in writing.

Fall and Spring Art Shows (October 15 and 16, 2022 and May 20 and 21, 2023:

CONTRACTOR shall place a total of thirty-six (36) Archer barriers (9 barriers at each intersection) at the following four intersections; Park Way and N. Canon Drive, N. Santa Monica and N. Canon Drive, Park Way and N. Beverly Drive, and N. Santa Monica and N. Beverly Drive. The barriers shall be placed and removed as follows:
 Beginning at approximately 6:15 a.m. on October 15, 2022 and May 20, 2023: Archer Barriers shall be installed to close 2 blocks – one block of Canon Drive and one block of Beverly Drive. They shall be placed at any of the following four (4) areas; at either end of the blocks being closed: Canon & Santa Monica, Beverly & Santa Monica, Canon & Park Way, and Beverly & Parkway.
 Beginning at 5 p.m. on October 15, 2022 and at 6 p.m. on May 20, 2023: The barriers shall be removed to open the two (2) blocks/streets at night.  Beginning at approximately 8:00 a.m. on October 16, 2022 and May 21, 2023: The barriers shall be reinstalled to close two (2) blocks/streets – same process as Saturday morning.
 Beginning at 9:00 p.m. on October 16, 2022 and May 21, 2023: All Archer barriers shall be removed.
50 Farmers’ Markets in fiscal year 2022/2023, 2023/2024, and 2024/2025 on Sundays*:

CONTRACTOR shall place a total of nine (9) Archer barriers each Sunday (dates listed below) at CITY’s Farmers’ Market located at 9300 block of Civic Center Drive. Of the nine (9) barriers, four (4) barriers shall be placed on the north side of Civic Center Drive, three (3) barriers shall be placed on Civic Center Drive south of 3rd street, and the remaining two (2) barriers shall be placed on West 3rd Street east of Civic Center Drive. The Barriers shall be placed and removed as follows:
 Beginning at approximately 6:00 a.m. each Sunday barriers shall be installed to close the three (3) blocks listed above. (Northside of Civic Center Drive, Civic Center Drive south of 3rd street, and West 3rd Street east of Civic Center Drive (Collectively “the three (3) Blocks”)).
 Beginning at approximately 4:00 p.m. each Sunday barriers shall be removed from each of the three (3) blocks.
*Please note: No Farmers’ Market on Sunday, March 19, 2023 and Sunday, April 9, 2023 Additional Events:

At the direction of CITY, CONTRACTOR shall provide Archer Barriers for additional events asneeded by CITY. Each engagement for these as-needed services and their associated costs will be set forth in an Individual Project Order (IPO) subject to the prior written approval of CITY.

CONTRACTOR shall provide necessary moving equipment with staff to relocate barriers as needed.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 8 B0785-0001\2656639v1.doc
II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONTRACTOR to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONTRACTOR employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONTRACTOR shall notify CITY immediately in writing if CONTRACTOR or CONTRACTOR employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONTRACTOR employees shall immediately cease performing services under the Agreement.

C. CONTRACTOR shall monitor CONTRACTOR employees’ signs and symptoms with written logs. CONTRACTOR shall maintain a daily recording of the following:

1. Require CONTRACTOR employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONTRACTOR employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONTRACTOR shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONTRACTOR shall ask employees to identify any close contact (within 6ft. for 15 minutes or more over 24 hours) they had with others at a City facility during the 48 hours prior to symptom onset or positive test if asymptomatic.

4. CONTRACTOR shall disinfect all areas that CONTRACTOR’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONTRACTOR employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONTRACTOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONTRACTOR shall also maintain daily monitoring and record keeping in connection with CITY projects where CONTRACTOR employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONTRACTOR employees are not working while sick.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 9 B0785-0001\2656639v1.doc

3. CONTRACTOR shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONTRACTOR shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONTRACTOR shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONTRACTOR shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONTRACTOR’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONTRACTOR employees home who do not comply with these requirements. CONTRACTOR shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 10 B0785-0001\2656639v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR in an amount not to exceed One Hundred-Thirty Thousand Dollars ($130,000.00) as more particularly described in the Quotes set forth in this Agreement for each of the following: Fiscal Years 2022-23, 2023-24 (if extended), and 2024-25 (if extended) for a total not to exceed amount of Three Hundred Thousand Ninety Dollars ($390,000.00). This amount includes a contingency for unanticipated services outside the scope set forth in Exhibit A. Additional as-needed services and their associated costs will be set forth in an individual Project Order (IPO) subject to approval in writing by CITY.

FARMER’S MARKET FISCAL YEARS 2022-23, 2023-24, AND 2024-25:

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 11 B0785-0001\2656639v1.doc
ART SHOW FISCAL YEAR 2022-23:

CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 12 B0785-0001\2656639v1.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 83D42BFE-B167-4CDE-ADAC-2528E7AB3951 13 Certificate Of Completion
Envelope Id: 83D42BFEB1674CDEADAC2528E7AB3951 Status: Sent Subject: Please DocuSign: Agreement - MERIDIAN RAPID DEFENSE GROUP LLC CAO.5MAY22.V9633.pdf Source Envelope:

Document Pages: 13 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Joana Torres
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
Record Tracking
Status: Original
5/5/2022 3:35:55 PM
Holder: Joana Torres
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 5/5/2022 3:41:16 PM
Viewed: 5/7/2022 8:21:42 AM
Signed: 5/7/2022 8:22:05 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Eric Alms
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Signed by link sent to [email protected]
Using IP Address: 76.168.189.62
Sent: 5/7/2022 8:22:08 AM
Resent: 5/9/2022 8:56:47 AM
Viewed: 5/9/2022 11:37:01 AM
Signed: 5/9/2022 12:33:59 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Peter D. Whitford
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 71.62.60.225
Sent: 5/7/2022 8:22:08 AM
Viewed: 5/7/2022 8:28:01 AM
Signed: 5/8/2022 9:39:00 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jenny Rogers
[email protected]
Director of Community Services
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 216.2.245.17
Sent: 5/9/2022 12:34:01 PM
Viewed: 5/9/2022 3:06:30 PM
Signed: 5/9/2022 3:06:41 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/9/2022 12:34:01 PM
Viewed: 5/9/2022 1:24:25 PM
Signed: 5/9/2022 1:25:02 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/9/2022 3:06:42 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/5/2022 3:41:16 PM
Payment Events Status Timestamps
Attachment 3
-1-
B0785-0001\2651115v2.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO

PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING

SERVICES
NAME OF CONSULTANT: CSG Consultants, Inc.

RESPONSIBLE PRINCIPAL Khoa Duong, Vice President
OF CONSULTANT:

CONSULTANT'S ADDRESS: 3707 W. Garden Grove Blvd., Suite 100 Orange, CA 92868
Attention: Khoa Duong, Vice President
CONSULTANT’S E.I.N./TAX I.D. NO.: 91-2053749
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Ryan Gohlich, AICP
Director of Community Development
COMMENCEMENT DATE: July 1, 2021
TERMINATION DATE: June 30, 2024, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Original Agreement: Not to exceed $300,000 Amendment No. 1: Not to exceed
Fiscal Year 2021-2022: $200,000
Fiscal Year 2022-2023: $200,000
Fiscal Year 2023-2024: $200,000
Amendment No. 2: Not to exceed
Fiscal Year 2021-2022: $250,000
Fiscal Year 2022-2023: $250,000
Fiscal Year 2023-2024: $250,000
Total not to exceed: $750,000
DocuSign Envelope ID: 258E7CF1-C905-4DEE-ADF3-E0D60AD0C352 -2-
B0785-0001\2651115v2.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO

PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING

SERVICES
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and CSG Consultants, Inc. (hereinafter called "CONSULTANT") dated June 3, 2021 and identified as Contract No. 187-21, as amended by Amendment No. 1 dated December 21, 2021 and identified as Contract No. 573-21 (“Agreement”).

RECITALS
A. CITY and CONSULTANT entered into an agreement to provide plan review consulting services which was previously amended..

B. CITY and CONSULTANT desire to further amend the Agreement to increase the consideration amount.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Consideration is hereby amended as set forth on the cover page to compensate CONSULTANT for the additional services being provided to CITY on a fiscal year basis.

Section 2. Exhibit B, “SCHEDULE OF PAYMENT AND RATES” shall be amended and restated as attached hereto and incorporated herein.

Section 5. Except as specifically amended by Section 2 of Amendment No. 1 and this Amendment No. 2, the remaining provisions of the Agreement shall remain in full force and effect.

DocuSign Envelope ID: 258E7CF1-C905-4DEE-ADF3-E0D60AD0C352 -3-
B0785-0001\2651115v2.doc
EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: CSG Consultants, Inc.

CYRUS KIANPOUR
President

NOURDIN KHAYATA
Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________

RYAN GOHLICH, AICP
Director of Community Development
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 258E7CF1-C905-4DEE-ADF3-E0D60AD0C352 -4-
B0785-0001\2651115v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services referenced in Exhibit A in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) at the following rates:

Planning & Engineering Plan Review
Services
Hourly Rate*
Principal Civil Engineer $180.00
Senior Civil Engineer $155.00
Traffic Engineer $155.00
Licensed Land Surveyor $155.00
Associate Civil Engineer $145.00
Associate Planner (Zoning Plan Review) $145.00
Expedited Plan Review 1.5 x Hourly Rate
Building & Fire Plan Review Services Hourly Rate*
Building Plan Review (ICC Certified) $110.00
Building Plan Review Engineer, PE $125.00
Building Plan Review Engineer, SE $145.00
Senior MEP Plan Reviewer (ICC Certified)** $110.00
Fire Plan Reviewer, FPE $165.00
Fire Plan Reviewer (ICC Certified) $125.00
Certified Access Specialist (CASp) $145.00
Expedited Plan Review 1.5 x Hourly Rate
A. CONSULTANT will pay for the cost of all training, equipment, or materials required by CONSULTANT's staff.

B. CITY will not be charged for the staff time to attend training/events provided by CITY.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 258E7CF1-C905-4DEE-ADF3-E0D60AD0C352 -5-
B0785-0001\2651115v2.doc
C. On each anniversary of the Agreement start date, CONSULTANT may increase in the hourly rate by providing CITY with thirty (30) days prior written notice based on the annual percentage change in the Consumer Price Index for All Urban Consumers (“CPI-U”) as defined in this Exhibit..

Any increase in the hourly rates shall be based on the same percentage increase during the previous twelve (12) months, in the CPI-U for the Los Angeles-Orange County-Riverside Metropolitan Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI-U is not published or available, less food and energy, to the nearest one dollar.

DocuSign Envelope ID: 258E7CF1-C905-4DEE-ADF3-E0D60AD0C352 Certificate Of Completion
Envelope Id: 258E7CF1C9054DEEADF3E0D60AD0C352 Status: Sent Subject: Please DocuSign: CLEAN - Amendment No. 2 - CSG Consultants Inc..pdf Source Envelope:

Document Pages: 5 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 104.172.162.29
Record Tracking
Status: Original
5/11/2022 12:28:55 PM
Holder: Evelin Welch
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Cyrus Kianpour
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 107.77.230.228
Sent: 5/11/2022 12:33:10 PM
Viewed: 5/11/2022 4:36:10 PM
Signed: 5/11/2022 9:42:12 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nourdin Khayata
[email protected]
Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Signed by link sent to [email protected]
Using IP Address: 107.116.79.18
Signed using mobile
Sent: 5/11/2022 9:42:14 PM
Viewed: 5/11/2022 10:08:42 PM
Signed: 5/11/2022 10:09:07 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Ryan Gohlich
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/11/2022 10:09:09 PM
Viewed: 5/13/2022 11:00:10 AM
Signed: 5/13/2022 11:04:11 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 5/13/2022 11:04:13 AM
Viewed: 5/17/2022 6:53:06 AM
Signed: 5/17/2022 6:53:16 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Deborah R. Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 5/17/2022 6:53:18 AM
Viewed: 5/17/2022 8:39:07 AM
Signed: 5/17/2022 8:39:28 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/17/2022 8:39:30 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michelle Ramos-Vergara
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/11/2022 12:33:10 PM
Payment Events Status Timestamps
1 B0785-0001\2642838v3.doc
AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND LANDCARE USA, LLC FOR

LANDSCAPE MAINTENANCE SERVICES
NAME OF CONTRACTOR: Landcare USA, LLC
RESPONSIBLE PRINCIPAL Don Cully, Regional Manager
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 1315 West 130th Street
Gardena, CA 90247
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Shana E. Epstein, Director of Public
Works
COMMENCEMENT DATE: July 1, 2017
TERMINATION DATE June 30, 2018 (original termination date) June 30, 2019 (amended pursuant to Amendment
No. 1)
June 30, 2020 (amended pursuant to Amendment
No. 2)
June 30, 2021 (as extended pursuant to Section
2 by letter dated March 20,2020)
June 30, 2022 (as extended pursuant to Section
2 by letter dated April 13, 2021), unless extended
pursuant to Section 2
CONSIDERATION: Total not to exceed $5,177,366.00
Original Agreement: not to exceed $2,900,000.00
Fiscal Year 2017-2018, not to exceed $689,500.00
Fiscal year 2018-2019, if extended pursuant to
Section 2, not to exceed $689,500.00
Fiscal Years 2019-2020, 2020-2021, 2021-2022, if
extended pursuant to Section 2, not to exceed
$507,000.00 per fiscal year
Amendment No. 1: Additional not to exceed
$50,000.00 for Fiscal Year 2018-2019
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 2 B0785-0001\2642838v3.doc
Amendment No. 2: Additional $146,820 per fiscal
year for Fiscal Years 2019-2020, 2020-21, 2021-
2022, if extended pursuant to Section 2, not to
exceed $653,820, plus 15% contingency ($98,073)
per fiscal year
Amendment No. 3: Additional $166,560 per fiscal
year for Fiscal Years 2022-2023, 2023-2024, if
extended pursuant to Section 2, not to exceed
$820,380, plus contingency ($98,073) per fiscal
year
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 3 B0785-0001\2642838v3.doc
AMENDMENT NO. 3 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND LANDCARE USA, LLC FOR LANDSCAPE

MAINTENANCE SERVICES
This Amendment No. 3 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Landcare USA, LLC (hereinafter called "CONTRACTOR") dated May 16, 2017 and identified as Contract No. 218-17, as amended by Amendment No. 1 dated April 15, 2019 identified as Contract No. 166-19, as amended by Amendment No. 2 dated November 19, 2019 identified as Contract No. 639-19 (collectively, the “Agreement”).

RECITALS
A. CITY entered into a written agreement with CONTRACTOR for landscape maintenance services, which was previously amended.

B. CITY and CONTRACTOR desire to further amend the Agreement to increase the consideration for additional landscape support for fiscal years 2022-2023 and 2023-2024, and to compensate CONTRACTOR for these additional services.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Consideration shall be amended as set forth on the cover page.

Section 2. Section 2 of the Agreement, “Time of Performance” shall be amended as set forth below:
“Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

The CITY Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 4 B0785-0001\2642838v3.doc
date of termination on the cover sheet above, pursuant to the same terms and conditions of this Agreement.”
Section 3. Exhibit B, “Schedule of Payments and Rates,” shall be amended as attached hereto and incorporated herein.

Section 4. Except as amended by this Amendment and previous amendments, the remaining provisions of this Agreement shall remain in full force and effect.

EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Landcare USA, LLC
___________________________________

DON CULLY
Regional Manager
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________
SHANA E. EPSTEIN
Director of Public Works
[Signatures continue]
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 5 B0785-0001\2642838v3.doc
____________________________
MICHAEL V. HENSLEY
Deputy Director of Public Works
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 6 B0785-0001\2642838v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Five Million One Hundred Seventy-Seven Thousand, Three Hundred and Sixty-Six Dollars (5,177,366.00), according to the amounts set forth on the cover page, annual sums per facility type, shown below, and more particularly described in the prices set forth in Attachment 1 through Attachment 11 to Exhibit B.

If the Agreement is extended as authorized in the Agreement, all not to exceed amounts, including contingency amounts, that are not used in one fiscal year carry forward into future years during the term of the Agreement.

All prices described in the Agreement and this Amendment are subject to a 3% increase effective July 1, 2022 and another 3% increase effective July 1, 2023.

TYPE MONTHLY ANNUALLY

1. City Parks and Facilities $13,550.31 $162,603.67

2. Mini Parks $417.23 $5,006.74

3. Historic Greystone Park $857.62 $10,291.46

4. Medians/traffic islands/easements $6,628.71 $79,544.53

5. Parking facilities $588.06 $7,056.75

6. Reservoir sites $3,138.48 $37,661.33

7. Business Triangle $3090.01 $37,080.13

8. City Facilities $4,547.53 $54,570.33

9. Unit Pricing for Various
As-Needed Services Not-Applicable

10. Additional Services:

Regular, Equipped $35.00/hour
Overtime, Equipped (includes Saturdays and Sundays) $52.50/hour In the event CITY requests Additional Services be performed outside the scope set forth in Exhibit A and outside the pricing set forth in Attachments 9, 10 and 11 to Exhibit B, the fee shall be negotiated in advance and set forth in writing. In no event shall the contingency exceed those amounts listed in the Agreement.

Any additional, unforeseen, and unanticipated work outside the Scope of Work described in Exhibit A shall not be undertaken without the express direction of CITY in writing.

DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 7 B0785-0001\2642838v3.doc
Annual pricing described in this Exhibit B shall reflect the mowing of turf grass on a bi-weekly basis during the winter months of December, January, February and March. CONTRACTOR shall provide mowing on a weekly basis during these months only upon written direction from CITY. If CONTRACTOR performs mowing services on a weekly basis during any of these months, the costs shall be included as an additional charge on invoices for these months.

Pursuant to the provisions set forth in Attachment 1 to Exhibit A, it is mutually agreed by CONTRACTOR and CITY that if completion of certain services to be provided by the CONTRACTOR under this Agreement are delayed or not performed, a penalty as described in Part 7 of the Agreement will be assessed each day that the service is not properly performed or not provided as required under the Agreement. This is in addition to the CITY’s other remedies allowed by law, including the contractual requirement that the condition be remedied.

CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to the Agreement and this Amendment. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY, shall pay the undisputed amounts included on the invoice.

DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 8 B0785-0001\2642838v3.doc
ATTACHMENT 1 TO EXHIBIT B

CITY PARKS AND FACILITIES

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Beverly Gardens Park along Santa Monica
Blvd./Wilshire Blvd. from Whittier Dr. to Doheny
Dr. (22 blocks):

Turfgrass
maintenance $4,637.12 $55,645.48
2 Beverly Gardens Park along Santa Monica
Blvd./Wilshire Blvd. from Whittier Dr. to Doheny
Dr. (22 blocks):

Turfgrass fertilization
$127.52 $1,530.20
3 Beverly Gardens Park along Santa Monica
Blvd./Wilshire Blvd. from Whittier Dr. to Doheny
Dr. (22 blocks):

Turfgrass aeration
$58.81 $705.70
4 Beverly Gardens Park along Santa Monica
Blvd./Wilshire Blvd. from Whittier Dr. to Doheny
Dr. (22 blocks):

Turfgrass dethatching
$188.19 $2,258.25
5 Coldwater Canyon Park, 1100 Coldwater Canyon
Dr. and adjacent area including northeast of
Coldwater Canyon Fire Station 2: Coldwater
Canyon Reservoir Park (southeast corner
Coldwater Canyon and N. Beverly):

Turfgrass
maintenance
$53.97 $647.68
6 Coldwater Canyon Park, 1100 Coldwater Canyon
Dr. and adjacent area including northeast of
Coldwater Canyon Fire Station 2: Coldwater
Canyon Reservoir Park (southeast corner
Coldwater Canyon and N. Beverly):

Turfgrass fertilization
$1.49 $17.92
7 Coldwater Canyon Park, 1100 Coldwater Canyon
Dr. and adjacent area including northeast of
Coldwater Canyon Fire Station 2: Coldwater
Canyon Reservoir Park (southeast corner
Coldwater Canyon and N. Beverly):

Turfgrass aeration
$0.69 $8.26
8 Coldwater Canyon Park, 1100 Coldwater Canyon
Dr. and adjacent area including northeast of
Coldwater Canyon Fire Station 2: Coldwater
Canyon Reservoir Park (southeast corner
Coldwater Canyon and N. Beverly):

Turfgrass dethatching
$2.20 $26.45
9 La Cienega Park, 8400 Gregory Way and
adjacent areas including La Cienega Tennis
Center, 325 S. La Cienega Blvd. and Frank
Fenton Field :

Turfgrass
maintenance
$3,148.64 $37,783.68
10 La Cienega Park, 8400 Gregory Way and
adjacent areas including La Cienega Tennis
Center, 325 S. La Cienega Blvd. and Frank
Fenton Field :

Turfgrass fertilization
$86.33 $1,036.00
11 La Cienega Park, 8400 Gregory Way and
adjacent areas including La Cienega Tennis
Center, 325 S. La Cienega Blvd. and Frank
Fenton Field :

Turfgrass aeration
$39.82 $477.78
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 9 B0785-0001\2642838v3.doc
12 La Cienega Park, 8400 Gregory Way and
adjacent areas including La Cienega Tennis
Center, 325 S. La Cienega Blvd. and Frank
Fenton Field :

Turfgrass dethatching
$433.75 $5,204.96
13 Roxbury Park, 471 S. Roxbury Dr.: Turfgrass
maintenance $2,967.32 $35,607.88
14 Roxbury Park, 471 S. Roxbury Dr.: Turfgrass fertilization $81.20 $974.40
15 Roxbury Park, 471 S. Roxbury Dr.: Turfgrass aeration $37.50 $450.02 16 Roxbury Park, 471 S. Roxbury Dr.: Turfgrass dethatching $200.29 $2,403.45
17 Will Rogers Park and five southern adjacent
corners:

Turfgrass
maintenance $1,375.95 $16,511.44
18 Will Rogers Park and five southern adjacent
corners:

Turfgrass fertilization
$37.29 $447.44
19 Will Rogers Park and five southern adjacent
corners:

Turfgrass aeration
$17.20 $206.35
20 Will Rogers Park and five southern adjacent
corners:

Turfgrass dethatching
$55.03 $660.33
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 10 B0785-0001\2642838v3.doc
ATTACHMENT 2 TO EXHIBIT B

MINI PARKS

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Arnaz mini-park, 151 N. Arnaz Dr.: Turfgrass
maintenance $11.40 $136.84
2 Arnaz mini-park, 151 N. Arnaz Dr.: Turfgrass fertilization $0.31 $3.76
3 Arnaz mini-park, 151 N. Arnaz Dr.: Turfgrass aeration $0.15 $1.74 4 Arnaz mini-park, 151 N. Arnaz Dr.: Turfgrass dethatching $0.47 $5.58
5 Hamel mini-park, 214 S. Hamel Dr.: Turfgrass
maintenance $11.11 $133.32
6 Hamel mini-park, 214 S. Hamel Dr.: Turfgrass fertilization $0.31 $3.68
7 Hamel mini-park, 214 S. Hamel Dr.: Turfgrass aeration $0.14 $1.70 8 Hamel mini-park, 214 S. Hamel Dr.: Turfgrass dethatching $0.45 $5.45
9 Maltz mini-park (southwest corner Sunset
Blvd./Whittier Dr.):

Turfgrass
maintenance $213.36 $2,560.36
10 Maltz mini-park (southwest corner Sunset
Blvd./Whittier Dr.):

Turfgrass fertilization
$5.90 $70.84
11 Maltz mini-park (southwest corner Sunset
Blvd./Whittier Dr.):

Turfgrass aeration
$2.72 $32.67
12 Maltz mini-park (southwest corner Sunset
Blvd./Whittier Dr.):

Turfgrass dethatching
$8.71 $104.55
13 Oakhurst mini-park, 120 S. Oakhurst Dr.: Turfgrass
maintenance $17.71 $212.52
14 Oakhurst mini-park, 120 S. Oakhurst Dr.: Turfgrass fertilization $0.49 $5.88
15 Oakhurst mini-park, 120 S. Oakhurst Dr.: Turfgrass aeration $0.23 $2.71 16 Oakhurst mini-park, 120 S. Oakhurst Dr.: Turfgrass dethatching $0.72 $8.68
17 Reeves mini-park, 125 S. Reeves Dr.: Turfgrass
maintenance $12.65 $151.80
18 Reeves mini-park, 125 S. Reeves Dr.: Turfgrass fertilization $0.35 $4.20
19 Reeves mini-park, 125 S. Reeves Dr.: Turfgrass aeration $0.16 $1.94 20 Reeves mini-park, 125 S. Reeves Dr.: Turfgrass dethatching $0.52 $6.19
21 Rexford Rest mini-park, 326 N. Rexford Dr.
(southeast corner Burton Way/N. Rexford Dr.):

Turfgrass
maintenance $48.91 $586.96
22 Rexford Rest mini-park, 326 N. Rexford Dr.
(southeast corner Burton Way/N. Rexford Dr.):

Turfgrass fertilization
$1.35 $16.24
23 Rexford Rest mini-park, 326 N. Rexford Dr.
(southeast corner Burton Way/N. Rexford Dr.):

Turfgrass aeration
$0.62 $7.49
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 11 B0785-0001\2642838v3.doc
24 Rexford Rest mini-park, 326 N. Rexford Dr.
(southeast corner Burton Way/N. Rexford Dr.):

Turfgrass dethatching
$2.00 $23.97
25 Sierra/Sunset pocket park (access from 700 block
Sierra Dr.):

Turfgrass
maintenance $68.31 $819.72
26 Sierra/Sunset pocket park (access from 700 block
Sierra Dr.):

Turfgrass fertilization
$1.89 $22.68
27 Sierra/Sunset pocket park (access from 700 block
Sierra Dr.):

Turfgrass aeration
$3.48 $41.80
28 Sierra/Sunset pocket park (access from 700 block
Sierra Dr.):

Turfgrass dethatching
$2.79 $33.47
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 12 B0785-0001\2642838v3.doc
ATTACHMENT 3 TO EXHIBIT B

HISTORIC GREYSTONE PARK

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Greystone Park, 501 N. Doheny Rd.: Weed abatement for fire suppression $240.87 $2,890.40
2 Greystone Park, 501 N. Doheny Rd.: Turfgrass dethatching $36.17 $434.00
3 Greystone Park, 501 N. Doheny Rd.: Turfgrass
maintenance $558.03 $6,696.36
4 Greystone Park, 501 N. Doheny Rd.: Turfgrass fertilization $15.44 $185.24
5 Greystone Park, 501 N. Doheny Rd.: Turfgrass aeration $7.12 $85.46 DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 13 B0785-0001\2642838v3.doc
ATTACHMENT 4 TO EXHIBIT B

MEDIANS/TRAFFIC ISLANDS/EASEMENTS

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Beverwil Dr. traffic island (northeast corner
Beverwil/Smithwood):

Plant care
$5.87 $70.40
2 Beverwil Dr. traffic island (northeast corner
Beverwil/Smithwood):

Turfgrass
maintenance $29.77 $357.28
3 Beverwil Dr. traffic island (northeast corner
Beverwil/Smithwood):

Turfgrass fertilization
$0.82 $9.88
4 Beverwil Dr. traffic island (northeast corner
Beverwil/Smithwood):

Planter bed
fertilization $0.03 $0.40
5 Beverwil Dr. traffic island (northeast corner
Beverwil/Smithwood):

Turfgrass aeration
$0.38 $4.56
6 Beverwil Dr. traffic island (northeast corner
Beverwil/Smithwood):

Turfgrass dethatching
$1.22 $14.59
7 Burton Way median between east City limit (near
Oakhurst) and Rexford Dr.:

Turfgrass
maintenance $1,211.94 $14,543.32
8 Burton Way median between east City limit (near
Oakhurst) and Rexford Dr.:

Turfgrass fertilization
$32.75 $392.96
9 Burton Way median between east City limit (near
Oakhurst) and Rexford Dr.:

Turfgrass aeration
$15.10 $181.24
10 Burton Way median between east City limit (near
Oakhurst) and Rexford Dr.:

Turfgrass dethatching
$48.33 $579.96
11 Doheny alley easement (1/2 block north of
Wilshire between Doheny/Rexford):

Debris removal
$5.81 $69.68
12 Doheny alley easement (1/2 block north of
Wilshire between Doheny/Rexford):

Plant care
$473.73 $5,684.80
13 Doheny alley easement (1/2 block north of
Wilshire between Doheny/Rexford):

Planter bed
fertilization $2.69 $32.30
14 La Altura easement (entry gate is north of 1117 La
Altura):

Weed abatement for
fire suppression $9.78 $117.41
15 Lindacrest bridle path (between Lindacrest and
Readcrest):

Debris removal
$5.81 $69.68
16 Lindacrest bridle path (between Lindacrest and
Readcrest):

Plant care
$291.28 $3,495.36
17 Lindacrest bridle path (between Lindacrest and
Readcrest):

Planter bed
fertilization $3.31 $39.72
18 McCarty alley easement (adjacent to/ north of 135
McCarty):

Debris removal
$5.81 $69.68
19 McCarty alley easement (adjacent to/ north of 135
McCarty):

Plant care
$88.29 $1,059.52
20 McCarty alley easement (adjacent to/ north of 135
McCarty):

Planter bed
fertilization $0.50 $6.02
21 Median on Sunset Blvd. from Whittier Dr. to east
City limits:

Turfgrass
maintenance $1,439.20 $17,270.44
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 14 B0785-0001\2642838v3.doc
22 Median on Sunset Blvd. from Whittier Dr. to east
City limits:

Turfgrass fertilization
$39.04 $468.44
23 Median on Sunset Blvd. from Whittier Dr. to east
City limits:

Turfgrass aeration
$18.00 $216.04
24 Median on Sunset Blvd. from Whittier Dr. to east
City limits:

Turfgrass dethatching
$57.61 $691.31
25 N. Rodeo Dr. median (Park Way to Sunset): Debris removal $5.81 $69.68
26 N. Rodeo Dr. median (Park Way to Sunset): Plant care $978.27 $11,739.20
27 N. Rodeo Dr. median (Park Way to Sunset): Planter bed fertilization $5.56 $66.70
28 N. Santa Monica Boulevard easement (south side
of N. Santa Monica between Roxbury and
Wilshire):

Debris removal
$5.81 $69.68
29 N. Santa Monica Boulevard easement (south side
of N. Santa Monica between Roxbury and
Wilshire):

Plant care
$188.03 $2,256.32
30 N. Santa Monica Boulevard easement (south side
of N. Santa Monica between Roxbury and
Wilshire):

Planter bed
fertilization $1.07 $12.82
31 North Sunset Blvd. parkway between Hillcrest Rd
and Alta Dr.:

Turfgrass
maintenance $51.44 $617.32
32 North Sunset Blvd. parkway between Hillcrest Rd
and Alta Dr.:

Turfgrass fertilization
$1.42 $17.08
33 North Sunset Blvd. parkway between Hillcrest Rd
and Alta Dr.:

Turfgrass aeration
$0.65 $7.84
34 North Sunset Blvd. parkway between Hillcrest Rd
and Alta Dr.:

Turfgrass dethatching
$2.10 $25.21
35 Olympic Blvd and Spalding Gateway (west of
Spalding to Heath alley):

Debris removal
$5.81 $69.68
36 Olympic Blvd and Spalding Gateway (west of
Spalding to Heath alley):

Rose care
$27.04 $324.48
37 Olympic Blvd and Spalding Gateway (west of
Spalding to Heath alley):

Plant care
$138.16 $1,657.92
38 Olympic Blvd and Spalding Gateway (west of
Spalding to Heath alley):

Planter bed
fertilization $0.79 $9.42
39 Olympic Blvd and Spalding Gateway (west of
Spalding to Heath alley):

Rose bed fertilization
$12.13 $145.60
40 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Plant care
$14.67 $176.00
41 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Annual flower rotation
$350.00 $4,200.00
42 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Turfgrass
maintenance $9.79 $117.48
43 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Planter bed
fertilization $0.08 $1.00
44 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Turfgrass fertilization
$0.27 $3.24
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 15 B0785-0001\2642838v3.doc
45 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Turfgrass aeration
$0.13 $1.50
46 Olympic Blvd. /S. Beverly Dr. traffic island (north
side of Olympic at S. Beverly):

Turfgrass dethatching
$0.40 $4.79
47 Peck/Bedford alley easement (adjacent to/ north
of 133 Peck and 132 Bedford):

Debris removal
$5.81 $69.68
48 Peck/Bedford alley easement (adjacent to/ north
of 133 Peck and 132 Bedford):

Plant care
$22.00 $264.00
49 Peck/Bedford alley easement (adjacent to/ north
of 133 Peck and 132 Bedford):

Planter bed
fertilization $0.13 $1.50
50 S. La Cienega median (between Olympic and
Gregory):

Debris removal
$5.81 $69.68
51 S. La Cienega median (between Olympic and
Gregory):

Plant care
$142.27 $1,707.20
52 S. La Cienega median (between Olympic and
Gregory):

Planter bed
fertilization $0.81 $9.70
53 San Vicente/Hamilton Dr. easement (adjacent
to/north of 159 N. Hamilton, access from La
Cienega):

Debris removal
$5.81 $69.68
54 San Vicente/Hamilton Dr. easement (adjacent
to/north of 159 N. Hamilton, access from La
Cienega):

Plant care
$76.56 $918.72
55 San Vicente/Hamilton Dr. easement (adjacent
to/north of 159 N. Hamilton, access from La
Cienega):

Planter bed
fertilization $0.44 $5.22
56 Spalding Dr. traffic island (Spalding at Moreno): Planter bed fertilization $0.48 $5.75
57 Spalding Dr. traffic island (Spalding at Moreno): Debris removal $5.81 $69.68
58 Spalding Dr. traffic island (Spalding at Moreno): Plant care $84.33 $1,012.00
59 Trousdale Estates Doheny Road entry (north
sides Doheny Rd./N. Hillcrest):

Hardscape/pathway
maintenance $5.10 $61.15
60 Trousdale Estates Doheny Road entry (north
sides Doheny Rd./N. Hillcrest):

Debris removal
$5.81 $69.68
61 Trousdale Estates Doheny Road entry (north
sides Doheny Rd./N. Hillcrest):

Plant care
$43.41 $520.96
62 Trousdale Estates Doheny Road entry (north
sides Doheny Rd./N. Hillcrest):

Planter bed
fertilization
$0.25 $2.96
63 Whittier Dr. traffic islands/medians (at Elevado,
Linden, Trenton and Walden):

Debris removal
$5.81 $69.68
64 Whittier Dr. traffic islands/medians (at Elevado,
Linden, Trenton and Walden):

Plant care
$134.35 $1,612.16
65 Whittier Dr. traffic islands/medians (at Elevado,
Linden, Trenton and Walden):

Planter bed
fertilization $0.76 $9.16
66 Wilshire Blvd. and San Vicente Gateway
(northwest corner Wilshire/San Vicente):

Plant care
$46.20 $554.44
67 Wilshire Blvd. and San Vicente Gateway
(northwest corner Wilshire/San Vicente):

Planter bed
fertilization $0.26 $3.15
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 16 B0785-0001\2642838v3.doc
68 Wilshire Blvd. and San Vicente Gateway
(northwest corner Wilshire/San Vicente):

Rose care
$16.90 $202.80
69 Wilshire Blvd. and San Vicente Gateway
(northwest corner Wilshire/San Vicente):

Rose bed fertilization
$7.58 $91.00
70 Wilshire Blvd. and Whittier Gateway: Debris removal
$5.81 $69.68
71 Wilshire Blvd. and Whittier Gateway: Plant care
$160.75 $1,928.96
72 Wilshire Blvd. and Whittier Gateway: Planter bed
fertilization $0.91 $10.96
73 Wilshire Blvd. medians (at Whittier, N. Santa
Monica, Linden (2), Roxbury (2), Bedford,
Camden, Canon, Rodeo, Maple and Tower):

Planter bed
fertilization $1.48 $17.75
74 Wilshire Blvd. medians (at Whittier, N. Santa
Monica, Linden (2), Roxbury (2), Bedford,
Camden, Canon, Rodeo, Maple and Tower):

Debris removal
$5.81 $69.68
75 Wilshire Blvd. medians (at Whittier, N. Santa
Monica, Linden (2), Roxbury (2), Bedford,
Camden, Canon, Rodeo, Maple and Tower):

Plant care
$250.80 $3,009.60
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 17 B0785-0001\2642838v3.doc
ATTACHMENT 5 TO EXHIBIT B

PARKING FACILITIES

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 216 S. Beverly Dr.: Debris removal $5.81 $69.68
2 216 S. Beverly Dr.: Plant care (in planter
pockets above
newsstand)
$17.60 $211.20
3 216 S. Beverly Dr.: Plant care (in planter
pockets above
newsstand)
$0.10 $1.20
4 221 N. Crescent Dr. (south of Dayton): Debris removal $5.81 $69.68 5 221 N. Crescent Dr. (south of Dayton): Plant care
$14.67 $176.00
6 221 N. Crescent Dr. (south of Dayton): Planter bed
fertilization $0.08 $1.00
7 333 N. Crescent Dr. (north of Dayton): Debris removal $5.81 $69.68 8 333 N. Crescent Dr. (north of Dayton): Plant care
$66.00 $792.00
9 333 N. Crescent Dr. (north of Dayton): Planter bed
fertilization $0.38 $4.50
10 9333 W. 3rd St.: Plant care (including
planter pockets and
green screen trellis)
$0.70 $8.37
11 9333 W. 3rd St.: Debris removal $5.81 $69.68
12 9333 W. 3rd St.: Plant care (including
planter pockets and
green screen trellis)
$122.76 $1,473.12
13 Santa Monica 5 parking facility (south side N.

Santa Monica from N. Beverly to N. Roxbury):

Debris removal
$5.81 $69.68
14 Santa Monica 5 parking facility (south side N.

Santa Monica from N. Beverly to N. Roxbury):

Plant care (including
second level planter
pockets)
$336.75 $4,040.96
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 18 B0785-0001\2642838v3.doc
ATTACHMENT 6 TO EXHIBIT B

RESERVOIR SITES

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Cabrillo Reservoir (Cabrillo at Coldwater Canyon): Plant care $291.13 $3,493.60
2 Cabrillo Reservoir (Cabrillo at Coldwater Canyon): Planter bed fertilization $1.65 $19.85
3 Cabrillo Reservoir (Cabrillo at Coldwater Canyon): Hardscape/pathway maintenance $5.10 $61.15
4 Cabrillo Reservoir (Cabrillo at Coldwater Canyon): Debris removal $5.81 $69.68
5 Green Acres pumping station (1137 Benedict
Canon):

Hardscape/pathway
maintenance $5.10 $61.15
6 Green Acres pumping station (1137 Benedict
Canon):

Debris removal
$5.81 $69.68
7 Green Acres pumping station (1137 Benedict
Canon):

Plant care
$41.07 $492.80
8 Green Acres pumping station (1137 Benedict
Canon):

Planter bed
fertilization $0.23 $2.80
9 Monte Cielo pumping station (Monte Cielo at
Fontaine):

Hardscape/pathway
maintenance $5.10 $61.15
10 Monte Cielo pumping station (Monte Cielo at
Fontaine):

Debris removal
$5.81 $69.68
11 Monte Cielo pumping station (Monte Cielo at
Fontaine):

Plant care
$17.60 $211.20
12 Monte Cielo pumping station (Monte Cielo at
Fontaine):

Planter bed
fertilization $0.10 $1.20
13 Pumping Station 2 (1045 Woodland Dr.): Hardscape/pathway maintenance $5.10 $61.15
14 Pumping Station 2 (1045 Woodland Dr.): Debris removal $5.78 $69.38 15 Pumping Station 2 (1045 Woodland Dr.): Plant care
$388.67 $4,664.00
16 Pumping Station 2 (1045 Woodland Dr.): Planter bed
fertilization $2.21 $26.50
17 Reservoir 3-A (1150 Loma Linda Dr.): Plant care
$38.87 $466.40
18 Reservoir 3-A (1150 Loma Linda Dr.): Planter bed
fertilization $0.22 $2.65
19 Reservoir 3-A (1150 Loma Linda Dr.): Hardscape/pathway maintenance $5.10 $61.15
20 Reservoir 3-A (1150 Loma Linda Dr.): Debris removal $5.78 $69.38 21 Reservoir 3-A (1150 Loma Linda Dr.): Weed abatement for fire suppression $14.22 $170.67
22 Reservoir 4-A (1135 Miradero Dr.): Planter bed
fertilization $3.54 $42.48
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 19 B0785-0001\2642838v3.doc
23 Reservoir 4-A (1135 Miradero Dr.): Weed abatement for fire suppression $137.84 $1,654.10
24 Reservoir 4-A (1135 Miradero Dr.): Hardscape/pathway maintenance $5.10 $61.15
25 Reservoir 4-A (1135 Miradero Dr.): Debris removal $5.81 $69.68 26 Reservoir 4-A (1135 Miradero Dr.): Plant care
$623.04 $7,476.48
27 Reservoir 4-B (1180 Loma Vista Dr.): Weed abatement for fire suppression $36.69 $440.30
28 Reservoir 4-B (1180 Loma Vista Dr.): Hardscape/pathway maintenance $5.10 $61.15
29 Reservoir 4-B (1180 Loma Vista Dr.): Debris removal $5.81 $69.68 30 Reservoir 4-B (1180 Loma Vista Dr.): Plant care
$180.40 $2,164.80
31 Reservoir 4-B (1180 Loma Vista Dr.): Planter bed
fertilization $1.03 $12.30
32 Reservoir 5 (445 Trousdale Pl.): Hardscape/pathway
maintenance $5.10 $61.15
33 Reservoir 5 (445 Trousdale Pl.): Debris removal $5.81 $69.68 34 Reservoir 5 (445 Trousdale Pl.): Plant care
$256.67 $3,080.00
35 Reservoir 5 (445 Trousdale Pl.): Weed abatement for
fire suppression $12.30 $147.57
36 Reservoir 5 (445 Trousdale Pl.): Planter bed
fertilization $1.46 $17.50
37 Reservoir 6 (1820 Loma Vista Dr.): Weed abatement for fire suppression $3.97 $47.60
38 Reservoir 6 (1820 Loma Vista Dr.): Planter bed
fertilization $0.34 $4.05
39 Reservoir 6 (1820 Loma Vista Dr.): Hardscape/pathway maintenance $5.10 $61.15
40 Reservoir 6 (1820 Loma Vista Dr.): Debris removal $5.81 $69.68 41 Reservoir 6 (1820 Loma Vista Dr.): Plant care
$59.40 $712.80
42 Reservoir 7 (405 Walker Dr.): Hardscape/pathway
maintenance $5.10 $61.15
43 Reservoir 7 (405 Walker Dr.): Debris removal $5.81 $69.68 44 Reservoir 7 (405 Walker Dr.): Plant care
$14.67 $176.00
45 Reservoir 7 (405 Walker Dr.): Weed abatement for
fire suppression $9.01 $108.06
46 Reservoir 7 (405 Walker Dr.): Planter bed
fertilization $0.08 $1.00
47 Robertson/Melrose storage yard (619 N.

Robertson Blvd. West Hollywood, CA):

Hardscape/pathway
maintenance $5.10 $61.15
48 Robertson/Melrose storage yard (619 N.

Robertson Blvd. West Hollywood, CA):

Debris removal
$5.81 $69.68
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 20 B0785-0001\2642838v3.doc
49 Robertson/Melrose storage yard (619 N.

Robertson Blvd. West Hollywood, CA):

Plant care
$36.67 $440.00
50 Robertson/Melrose storage yard (619 N.

Robertson Blvd. West Hollywood, CA):

Planter bed
fertilization $0.08 $1.00
51 Sand Trap pumping station (adjacent to/south of
2319 La Cienega Blvd. Los Angeles, CA at 10
Freeway).:

Hardscape/pathway
maintenance $5.10 $61.15
52 Sand Trap pumping station (adjacent to/south of
2319 La Cienega Blvd. Los Angeles, CA at 10
Freeway).:

Debris removal
$5.81 $69.68
53 Sand Trap pumping station (adjacent to/south of
2319 La Cienega Blvd. Los Angeles, CA at 10
Freeway).:

Plant care
$14.67 $176.00
54 Sand Trap pumping station (adjacent to/south of
2319 La Cienega Blvd. Los Angeles, CA at 10
Freeway).:

Planter bed
fertilization $0.08 $1.00
55 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Hardscape/pathway
maintenance $5.10 $61.15
56 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Debris removal
$5.78 $69.38
57 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Plant care
$176.88 $2,122.56
58 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Planter bed
fertilization $1.01 $12.06
59 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Turfgrass
maintenance $583.59 $7,003.04
60 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Turfgrass fertilization
$16.15 $193.76
61 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Turfgrass aeration
$7.45 $89.36
62 Sunset Reservoir (812 N. Rexford, southeast
corner Sunset/N. Rexford):

Turfgrass dethatching
$23.83 $285.95
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 21 B0785-0001\2642838v3.doc
ATTACHMENT 7 TO EXHIBIT B

BUSINESS TRIANGLE

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Brighton Way between N. Crescent and Wilshire
Blvd.:

Debris removal-45
planted tree wells, 22
grated tree wells
$23.83 $286.00
2 Brighton Way between N. Crescent and Wilshire
Blvd.:

Plant care-45 planted
tree wells $42.24 $506.88
3 Brighton Way between N. Crescent and Wilshire
Blvd.:

Cigarette butt
removal below tree
grate
$168.96 $2,027.52
4 Brighton Way between N. Crescent and Wilshire
Blvd.:

Planter bed
fertilization-45 planted
tree wells
$0.24 $2.88
5 Dayton Way between N. Crescent and Wilshire
Blvd:

Debris removal-31
planted tree wells, 15
grated tree wells,
planter at Dayton side
of 239 N. Crescent
$21.67 $260.00
6 Dayton Way between N. Crescent and Wilshire
Blvd:

Plant care-31 planted
tree wells/ planter at
Dayton side of 239 N.

Crescent $29.33 $352.00
7 Dayton Way between N. Crescent and Wilshire
Blvd:

Cigarette butt
removal below tree
grate
$115.20 $1,382.40
8 Dayton Way between N. Crescent and Wilshire
Blvd:

Plant care-31 planted
tree wells/ planter at
Dayton side of 239 N.

Crescent $0.17 $2.00
9 N. Beverly Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Plant care-53 planted
tree wells/3 crosswalk
planters
$100.42 $1,205.00
10 N. Beverly Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Debris removal-53
planted tree wells, 47
grated tree wells, 3
crosswalk planters $45.50 $546.00
11 N. Beverly Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Cigarette butt
removal below tree
grate
$360.96 $4,331.52
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 22 B0785-0001\2642838v3.doc
12 N. Beverly Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Planter bed
fertilization-53 planted
tree wells/3 crosswalk
planters
$0.57 $6.84
13 N. Canon Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Planter bed
fertilization-35 planted
tree wells/3 crosswalk
planters
$0.47 $5.69
14 N. Canon Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Debris removal-35
planted tree wells, 25
grated tree wells, 3
crosswalk planters $39.00 $468.00
15 N. Canon Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Plant care-35 planted
tree wells/3 crosswalk
planters
$83.53 $1,002.32
16 N. Canon Drive between Wilshire Blvd. and N.

Santa Monica Blvd.:

Cigarette butt
removal below tree
grate
$192.00 $2,304.00
17 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Debris removal
$5.81 $69.68
18 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Plant care-tree wells
$26.40 $316.80
19 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Plant care-center
median $205.33 $2,464.00
20 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Cigarette butt
removal below tree
grate
$199.68 $2,396.16
21 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Annual flower rotation
crosswalk urns $44.80 $537.60
22 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Annual flower rotation
median end caps $476.00 $5,712.00
23 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Planter bed
fertilization $0.15 $1.80
24 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Rose bed fertilization
$106.17 $1,274.00
25 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Holiday flower
overdress-median
end caps
$573.61 $6,883.37
26 N. Rodeo Drive between Wilshire Blvd. and N.

Santa Monica Blvd:

Holiday flower
overdress-crosswalk
urns
$183.82 $2,205.79
27 Second floor plaza south of, and adjacent to,
Crate and Barrel, 438 N. Beverly Dr.:

Debris removal
$5.81 $69.68
28 Second floor plaza south of, and adjacent to,
Crate and Barrel, 438 N. Beverly Dr.:

Plant care
$38.13 $457.60
29 Second floor plaza south of, and adjacent to,
Crate and Barrel, 438 N. Beverly Dr.:

Planter bed
fertilization $0.22 $2.60
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 23 B0785-0001\2642838v3.doc
ATTACHMENT 8 TO EXHIBIT B

CITY FACILITIES

ITEM LOCATION DESCRIPTION MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 City building 331 N. Foothill Rd.: Hardscape/pathway
maintenance $5.10 $61.15
2 City building 331 N. Foothill Rd.: Debris removal $5.81 $69.68 3 City building 331 N. Foothill Rd.: Plant care
$265.47 $3,185.60
4 City building 331 N. Foothill Rd.: Planter bed
fertilization $1.51 $18.10
5 City building 345 N. Foothill Rd. including rear
planter:

Hardscape/pathway
maintenance $5.10 $61.15
6 City building 345 N. Foothill Rd. including rear
planter:

Debris removal
$5.81 $69.68
7 City building 345 N. Foothill Rd. including rear
planter:

Plant care
$366.67 $4,400.00
8 City building 345 N. Foothill Rd. including rear
planter:

Planter bed
fertilization $2.08 $25.00
9 City Hall complex, 455 N. Crescent Dr.: Amenity care-bench $147.58 $1,771.00 10 City Hall complex, 455 N. Crescent Dr.: Hardscape/pathway maintenance $5.10 $61.15
11 City Hall complex, 455 N. Crescent Dr.: Plant care
$2,236.00 $26,832.00
12 City Hall complex, 455 N. Crescent Dr.: Turfgrass fertilization $13.65 $163.80
13 City Hall complex, 455 N. Crescent Dr.: Debris removal $5.81 $69.68 14 City Hall complex, 455 N. Crescent Dr.: Turfgrass aeration $6.30 $75.54 15 City Hall complex, 455 N. Crescent Dr.: Turfgrass dethatching $20.14 $241.73
16 City Hall complex, 455 N. Crescent Dr.: Turfgrass
maintenance $491.85 $5,902.20
17 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Turfgrass
maintenance $169.51 $2,034.12
18 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Hardscape/pathway
maintenance $5.10 $61.15
19 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Amenity care-trash
receptacle $282.52 $3,390.20
20 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Trash receptacle
service $282.52 $3,390.20
21 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Debris removal
$5.81 $69.68
22 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Turfgrass fertilization
$4.69 $56.28
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 24 B0785-0001\2642838v3.doc
23 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Plant care
$134.64 $1,615.68
24 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Turfgrass aeration
$2.16 $25.95
25 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Turfgrass dethatching
$6.92 $83.06
26 City Yards including 9357, 9298 W. 3rd St. and
330, 336-338, 342 and 346 Foothill Rd :

Planter bed
fertilization $0.77 $9.18
27 Fire Station 3, 180 S. Doheny Dr: Turfgrass
maintenance
$47.92 $575.00
28 Fire Station 3, 180 S. Doheny Dr: Plant care
$20.53 $246.40
29 Fire Station 3, 180 S. Doheny Dr: Turfgrass fertilization $0.12 $1.40
30 Fire Station 3, 180 S. Doheny Dr: Turfgrass aeration $0.09 $1.10 31 Fire Station 3, 180 S. Doheny Dr: Turfgrass dethatching $0.17 $2.07
32 Fire Station 3, 180 S. Doheny Dr: Planter bed
fertilization $0.12 $1.40
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 25 B0785-0001\2642838v3.doc
ATTACHMENT 9 TO EXHIBIT B

AS-NEEDED SERVICES

ITEM DESCRIPTION QUANTITY UNIT COST DETAIL
1 1 gallon nursery plant, installed including 1 year
warranty 1 $14.00
2 5 gallon nursery plant, installed including 1 year
warranty 1 $35.00
3 15 gallon nursery plant, installed including 1 year
warranty 1 $95.00
4 Flat, 4” annual color, installed including 90 day
warranty 1 $35.00
5 Six pack, annual color, installed including 90 day
warranty 1 $35.00
6 Yard, forest blend mulch, installed 1 $45.00
7 Man hour landscape labor, equipped 1 $35.00
8 Man hour irrigation technician, equipped 1 $65.00
9 Man hour landscape labor emergency, equipped 1 $52.50 10 Man hour debris/trash can service, equipped 1 $35.00 11 Man hour irrigation technician emergency,
equipped 1 $97.50
12 1” brass irrigation solenoid valve, installed
complete, including valve box, gravel, wire
connectors and unions to existing mainline
1 $380.00
13 1” plastic irrigation solenoid valve, installed
complete, including valve box, gravel, wire
connectors and unions to existing mainline
1 $365.00
14 1 1/2” brass irrigation solenoid valve, installed
complete, including valve box, gravel, wire
connectors and unions to existing mainline
1 $450.00
15 1 1/2” plastic irrigation solenoid valve, installed
complete, including valve box, gravel, wire
connectors and unions to existing mainline
1 $415.00
16 2” brass irrigation solenoid valve, installed
complete, including valve box, gravel, wire
connectors and unions to existing mainline
1 $500.00
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 26 B0785-0001\2642838v3.doc
17 2” plastic irrigation solenoid valve, installed
complete, including valve box, gravel, wire
connectors and unions to existing mainline
1 $450.00
18 6” plastic pop up irrigation head, installed
complete, including nozzle, screen and swing joint
installed into existing lateral line
1 $22.00
19 4” plastic rotor irrigation head, installed complete, including nozzle and swing joint installed into
existing lateral line
1 $60.00
20 1” brass reduced pressure zone backflow device,
installed complete to existing mainline with
unions, ball valves
1 $500.00
21 2” brass reduced pressure zone backflow device,
installed complete to existing mainline with
unions, ball valves
1 $1,050.00
22 Irrigation backflow certification inspection 1 $75.00 per backflow 23 Annual comprehensive certified playground
inspection/report of findings 1 $350.00 per playground
24 Square foot landscape pavers, installed 1 $12.50
25 Hydro-seed, standard turfgrass seed, 1000
square foot sprayed including germination
warranty
1 $135.00
26 Overseed, standard perennial turfgrass seed,
1000 square feet including germination warranty 1 $225.00 27 30 yard roll off bin delivered, emptied (including
dumping fees) of trash/landscape debris, returned
to site
1 $850.00
28 Watering City medians/parkways/traffic islands
with non-potable water from City non-potable
water sources (Price per acre per watering,
regardless of the number of trips to collect water
from City non-potable water sources required to
properly water 1 acre)
1 $263.00 per acre per
watering
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 27 B0785-0001\2642838v3.doc
ATTACHMENT 10 TO EXHIBIT B

ADDITIONAL SERVICES

ITEM LOCATION DESCRIPTION COST
1 N. Rodeo Drive between Wilshire Blvd and N.

Santa Monica Blvd
Debris Removal
- 55 planted tree wells
- 26 grated tree wells
- Sidewalks
- Curbs/gutter
Cigarette Butt Removal
-Tree grates
-Planted tree wells
Regular, Equipped -
$35.00/hour
Overtime, Equipped (includes
Saturdays and Sundays) -
$52.50/hour
2 N. Beverly Drive between Wilshire Blvd and N.

Santa Monica Blvd
Debris Removal
- 53 planted tree wells
- 47 grated tree wells
- 3 crosswalk planters
- Sidewalks
- Curbs/gutter
Cigarette Butt Removal
-Tree grates
-Planted tree wells
Regular, Equipped -
$35.00/hour
Overtime, Equipped (includes
Saturdays and Sundays) -
$52.50/hour
3 N. Canon Drive between Wilshire Blvd and N.

Santa Monica Blvd
Debris Removal
- 35 planted tree wells
- 25 grated tree wells
- 3 crosswalk planters
- Sidewalks
- Curbs/gutter
Cigarette Butt Removal
-Tree grates
-Planted tree wells
Regular, Equipped -
$35.00/hour
Overtime, Equipped (includes
Saturdays and Sundays) -
$52.50/hour
4 Dayton Way between N. Crescent Drive and
Wilshire Blvd
Debris Removal
- 31 planted tree wells
- 15 grated tree wells
- Planter at Dayton side
of 239 N. Crescent Dr.
- Sidewalks
- Curbs/gutter
Cigarette Butt Removal
-Tree grates
-Planted tree wells
Regular, Equipped -
$35.00/hour
Overtime, Equipped (includes
Saturdays and Sundays) -
$52.50/hour
5 Brighton Way between N. Crescent Drive and
Wilshire Blvd
Debris Removal
- 45 planted tree wells
- 22 grated tree wells
- Sidewalks
- Curbs/gutter
Cigarette Butt Removal
-Tree grates
-Planted tree wells
Regular, Equipped -
$35.00/hour
Overtime, Equipped (includes
Saturdays and Sundays) -
$52.50/hour
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC 28 B0785-0001\2642838v3.doc
ATTACHMENT 11 TO EXHIBIT B

ADDITIONAL SERVICES

ITEM LOCATION

MONTHLY
AMOUNT
ANNUAL
AMOUNT
1 Alley behind tow yard/post office $468.00 $5,616.00
2 Raised planters at 447 Canon
$165.00 $1,980.00
3 621 N Roberton $226.00 $2,712.00
4 Monte Cielo Residence $904.00 $10,848.00
5 9268 W 3rd Street $990.00 $11,880.00
6 Upper raised planters 331 Foothill $854.00 $10,248.00 7 325 - 335 Robertson Properties $236.00 $2,832.00
8 1945 S. La Cienega and 1959 S. La Cienega, Los
Angeles $692.00 $8,304.00
9 Window planters at 239 N. Crescent Dr. $172.00 $2,064.00 10 Business triangle street stand-alone planters $339.00 $4,068.00 11 3rd Street bus stop sidewalk $853.00 $10,236.00
12 Concrete median crack and crevice cleaning $226.00 $2,712.00 13 Sunset Blvd median $6,005.00 $72,060.00
CPI @ 3% on July 1, 2023
$21,000.00
TOTAL $12,130.00 $166,560.00
DocuSign Envelope ID: DF972E39-6DE1-46B8-A8D3-477F0C592ADC Certificate Of Completion
Envelope Id: DF972E396DE146B8A8D3477F0C592ADC Status: Sent Subject: Please DocuSign: LandCare USA, LLC (218-17) Amendment No. 3 Source Envelope:

Document Pages: 28 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
4/12/2022 3:18:28 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 4/12/2022 3:36:51 PM
Viewed: 4/12/2022 3:37:13 PM
Signed: 4/12/2022 3:37:38 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Don Cully
[email protected]
Regional Vice President
LandCare USA,L.L.C.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 74.87.47.250
Sent: 4/12/2022 3:37:40 PM
Viewed: 4/14/2022 7:47:44 AM
Signed: 4/14/2022 7:49:04 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 47.154.19.158
Signed using mobile
Sent: 4/14/2022 7:49:05 AM
Viewed: 4/14/2022 8:20:34 AM
Signed: 4/14/2022 8:20:51 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michael V. Hensley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.169
Sent: 4/14/2022 8:20:53 AM
Resent: 4/18/2022 7:56:42 AM
Viewed: 4/18/2022 8:08:26 AM
Signed: 4/18/2022 8:09:31 AM
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Shana E. Epstein
[email protected]
Director of Public Works
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(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.169
Sent: 4/18/2022 8:09:34 AM
Viewed: 4/18/2022 8:22:15 AM
Signed: 4/18/2022 8:23:26 AM
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Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
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(None)
Sent: 4/18/2022 8:23:28 AM
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George Chavez
[email protected]
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Lili Bosse
[email protected]
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Electronic Record and Signature Disclosure:

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Huma Ahmed
[email protected]
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Adrianne Tarazon
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Dorina Mohan
[email protected]
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Jackie Perez
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-1-
B0785-0001\2670594v5.doc
AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND AAA FLAG AND BANNER
MANUFACTURING COMPANY, INC. FOR BANNER

FABRICATION, INSTALLATION, REMOVAL, AND STORAGE

SERVICES
NAME OF CONTRACTOR: AAA Flag and Banner Manufacturing Company, Inc.

RESPONSIBLE PRINCIPAL Craig Furst, Chief Executive Officer OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 8955 National Boulevard
Los Angeles, CA 90034
Attention: Craig Furst, Chief Executive Officer
CONTRACTOR’S E.I.N./TAX I.D. NO.: 95-292150
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: George Chavez, City Manager
COMMENCEMENT DATE: July 1, 2018
TERMINATION DATE: June 30, 2021 (original termination date) June 30, 2023 (as extended pursuant to Section 2
by Amendment No. 3 242-21, dated June 24, 2021)
CONSIDERATION: Original Agreement:

Year 1: Fiscal Year (“FY”) 18/19 – Not to exceed
$125,000
Year 2: FY 19/20 – Not to exceed $135,000
Year 3: FY 20/21 – Not to exceed $135,000
Year 4 (if extended): FY 21/22 – Not to exceed
$145,000
Year 5 (if extended): FY 22/23 – Not to exceed
$135,000
Total not to exceed: $395,000 (without extensions)
Total not to exceed: $675,000 (with two one-year
extensions)
Amendment No. 1: No-Cost Amendment
(Continues Next Page)
DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -2-
B0785-0001\2670594v5.doc
Amendment No. 2:

Year 1: FY 18/19 – Not to exceed $125,000
Year 2: FY 19/20 – Not to exceed $135,000
Year 3: FY 20/21 – Not to exceed $152,500
Year 4 (if extended): FY 21/22 – Not to exceed
$145,000 Year 5 (if extended): FY 22/23 – Not to
exceed $135,000
Total not to exceed: $412,500 (without extensions)
Total not to exceed: $692,500 (with two one-year
extensions)
Amendment No. 3:

Year 1: FY 18/19 – Not to exceed $125,000
Year 2: FY 19/20 – Not to exceed $135,000
Year 3: FY 20/21 – Not to exceed $152,500
Year 4: FY 21/22 – Not to exceed $276,000
Year 5 (if extended): FY 22/23 – Not to exceed
$135,000
Amendment No. 4:

Year 1: FY 18/19 – Not to exceed $125,000
Year 2: FY 19/20 – Not to exceed $135,000
Year 3: FY 20/21 – Not to exceed $152,500
Year 4: FY 21/22 – Not to exceed $376,000
Year 5 (if extended): FY 22/23 – Not to exceed
$135,000
Total not to exceed: $788,500 (without extensions)
Total not to exceed: $923,500 (with one-year
extension)
Amendment No. 5: No-Cost Amendment
Amendment No. 6:

Year 1: FY 18/19 – Not to exceed $125,000
Year 2: FY 19/20 – Not to exceed $135,000
Year 3: FY 20/21 – Not to exceed $152,500
Year 4: FY 21/22 – Not to exceed $376,000
Year 5: FY 22/23 – Not to exceed $301,200
Total not to exceed: $1,089,700
DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -3-
B0785-0001\2670594v5.doc
AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND AAA FLAG AND BANNER
MANUFACTURING COMPANY, INC. FOR BANNER

FABRICATION, INSTALLATION, REMOVAL, AND STORAGE

SERVICES
This Amendment No. 6 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and AAA Flag and Banner Manufactural Company, Inc. (hereinafter called "CONTRACTOR") dated June 19, 2018 and identified as Contract No. 329-18, and as amended by Amendment No. 1 dated June 3, 2020 and identified as Contract No. 233-20 and as further amended by Amendment No. 2 dated September 30, 2020 and identified as Contract No. 531-20 and as further amended by Amendment No. 3 dated June 24, 2021 and identified as Contract No. 242-21 and as further amended by Amendment No. 4 dated November 1, 2021 and identified as Contract No. 458-21 and as further amended by Amendment No. 5 dated February 8, 2022 and identified as Contract No. 115-22 (“hereinafter collectively referred to as “Agreement”), copies of which are on file in the City Clerk’s Office.

RECITALS
A. CITY and CONTRACTOR entered into an Agreement for banner fabrication, installation, removal, and storage services, which was previously amended.

B. CITY and CONTRACTOR desire to further amend the Agreement in order to increase the consideration for continued services.

NOW, THEREFORE, the parties agree as follows:

Section 1. The CONSIDERATION is hereby amended as set forth on the cover page.

Section 2. Exhibit B, SCHEDULE OF PAYMENT AND RATES shall be amended and restated as attached hereto and incorporatied herein as Exhibit B.

DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -4-
B0785-0001\2670594v5.doc
Section 3. The CONTRACTOR’S ADDRESS is hereby amended as set forth on the cover page.

Section 4. Except as specifically amended by Section 1 of Amendment No. 5, Section 2 of Amendment No. 5, and this Amendment No. 6, the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
___________________________ (SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: AAA FLAG & BANNER
MANUFACTURING COMPANY, INC.

CRAIG FURST
Chief Executive Officer

GENE LESNIAK
Chief Financial Officer (CFO)
(SIGNATURES CONTINUE ON NEXT PAGE)
DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -5-
B0785-0001\2670594v5.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

KEITH STERLING
Chief Communications Officer

LAURA BIERY
Marketing & Economic Sustainability
Manager
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -6-
B0785-0001\2670594v5.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement and for as-needed services not explicitly outlined in this Agreement in an amount not to exceed One Million Eighty-Nine Thousand Seven Hundred Dollars ($1,089,700) based on the costs outlined below. For any as-needed services not explicitly outlined in this Agreement, CITY shall compensate CONTRACTOR in an amount mutually agreed upon by CITY and CONTRACTOR in writing prior to the performance of the work.

Streetlight Pole Banner Install/Removal
No. of Poles Price per 3'9" w x 10'7" h Banner for Install/Removal 1 to 10 $990.00 flat
11 to 15 $89.50 each
16 to 25 $79.50 each
26 to 50 $74.50 each
51 to 99 $67.50 each
100 or more $57.50 each
Streetlight Pole Banner Fabrication
No. of Units Price per 3'9" w x 10'7" h Banner
for Fabrication
Price per Square Foot
1 to 10 $197.50 each $2.24
11 to 15 $197.50 each $2.24
16 to 25 $177.50 each $2.01
26 to 50 $177.50 each $2.01
51 to 99 $167.50 each $1.90
100 or more $167.50 each $1.90
Street Span and Wall Banner Install/Removal
No. of Units Type Price per Street Span and Wall Banner Install/Removal
1 to 10 8'x5' vinyl To be quoted on an individual project basis 10 or more 8'x5' vinyl To be quoted on an individual project basis 1 to 10 8'x5' mesh To be quoted on an individual project basis 10 or more 8'x5' mesh To be quoted on an individual project basis 1 to 10 4'x7' vinyl To be quoted on an individual project basis 10 or more 4'x7' vinyl To be quoted on an individual project basis 1 to 10 4'x7' mesh To be quoted on an individual project basis 10 or more 4'x7' mesh To be quoted on an individual project basis 1 to 10 8'x7' vinyl To be quoted on an individual project basis DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -7-
B0785-0001\2670594v5.doc
No. of Units Type Price per Street Span and Wall Banner Install/Removal
10 or more 8'x7' vinyl To be quoted on an individual project basis 1 to 10 8'x7' mesh To be quoted on an individual project basis 10 or more 8'x7' mesh To be quoted on an individual project basis 1 to 10 20'x7' vinyl To be quoted on an individual project basis 10 or more 20'x7' vinyl To be quoted on an individual project basis 1 to 10 20'x7' mesh To be quoted on an individual project basis 10 or more 20'x7' mesh To be quoted on an individual project basis 1 to 10 42'x12' vinyl To be quoted on an individual project basis 10 or more 42'x12' vinyl To be quoted on an individual project basis 1 to 10 42'x12' mesh To be quoted on an individual project basis 10 or more 42'x12' mesh To be quoted on an individual project basis 1 to 10 28'x12' vinyl To be quoted on an individual project basis 10 or more 28'x12' vinyl To be quoted on an individual project basis 1 to 10 28'x12' mesh To be quoted on an individual project basis 10 or more 28'x12' mesh To be quoted on an individual project basis 1 to 10 24'x12' vinyl To be quoted on an individual project basis 10 or more 24'x12' vinyl To be quoted on an individual project basis 1 to 10 24'x12' mesh To be quoted on an individual project basis 10 or more 24'x12' mesh To be quoted on an individual project basis Street Span and Wall Banner Fabrication
No. of Units Type Price per Street Span and
Wall Banner Fabrication
Price per Square Foot
1 to 10 8'x5' vinyl $120.00 each $3.00
10 or more 8'x5' vinyl $100.00 each $2.50
1 to 10 8'x5' mesh $140.00 each $3.50
10 or more 8'x5' mesh $120.00 each $3.00
1 to 10 4'x7' vinyl $84.00 each $3.00
10 or more 4'x7' vinyl $70.00 each $2.50
1 to 10 4'x7' mesh $98.00 each $3.50
10 or more 4'x7' mesh $84.00 each $3.00
1 to 10 8'x7' vinyl $168.00 each $3.00
10 or more 8'x7' vinyl $140.00 each $2.50
1 to 10 8'x7' mesh $196.00 each $3.50
10 or more 8'x7' mesh $168.00 each $3.00
1 to 10 20'x4' vinyl $240.00 each $3.00
10 or more 20'x4' vinyl $200.00 each $2.50
1 to 10 20'x4' mesh $280.00 each $3.50
10 or more 20'x4' mesh $240.00 each $3.00
1 to 10 20'x7' vinyl $420.00 each $3.00
10 or more 20'x7' vinyl $350.00 each $2.50
1 to 10 20'x7' mesh $490.00 each $3.50
DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 -8-
B0785-0001\2670594v5.doc
No. of Units Type Price per Street Span and
Wall Banner Fabrication
Price per Square Foot
10 or more 20'x7' mesh $420.00 each $3.00
1 to 10 42'x12' vinyl $1,512.00 each $3.00
10 or more 42'x12' vinyl $1,260.00 each $2.50
1 to 10 42'x12' mesh $1,764.00 each $3.50
10 or more 42'x12' mesh $1,512.00 each $3.00
1 to 10 28'x12' vinyl $1,008.00 each $3.00
10 or more 28'x12' vinyl $840.00 each $2.50
1 to 10 28'x12' mesh $1,176.00 each $3.50
10 or more 28'x12' mesh $1,008.00 each $3.00
1 to 10 24'x12' vinyl $864.00 each $3.00
10 or more 24'x12' vinyl $720.00 each $2.50
1 to 10 24'x12' mesh $1,008.00 each $3.50
10 or more 24'x12' mesh $864.00 each $3.00
Expedited Banner Fabrication and Installation/Removal Charge:

To be quoted on an individual project basis in writing and subject to the written approval of CITY.

Fee for Changing Graphics and Text on Banners:

To be quoted on an individual project basis in writing and subject to the written approval of CITY.

CONTRACTOR shall submit an itemized statement to CITY for its services performed monthly or less frequently, which shall include documentation setting forth in detail a description of the services rendered. CITY shall pay CONTRACTOR the undisputed amount of such billing within thirty (30) days of receipt of same.

DocuSign Envelope ID: 60ED2721-EF6C-4F3B-9616-EDD9A271D498 Certificate Of Completion
Envelope Id: 60ED2721EF6C4F3B9616EDD9A271D498 Status: Sent Subject: Please DocuSign: AAA Flag and Banner_Amend No 6.pdf Source Envelope:

Document Pages: 8 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Cindy Owens
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
6/3/2022 3:31:44 PM
Holder: Cindy Owens
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 6/3/2022 3:38:19 PM
Viewed: 6/3/2022 6:03:32 PM
Signed: 6/3/2022 6:03:56 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Craig Furst
[email protected]
CEO & President
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Signed by link sent to [email protected]
Using IP Address: 76.94.198.123
Signed using mobile
Sent: 6/3/2022 6:03:58 PM
Viewed: 6/3/2022 7:51:34 PM
Signed: 6/3/2022 7:51:59 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Gene Lesniak
[email protected]
Chief Financial Officer
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 12.110.192.178
Sent: 6/3/2022 6:03:58 PM
Viewed: 6/6/2022 5:25:23 PM
Signed: 6/6/2022 5:25:38 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 6/6/2022 5:25:39 PM
Viewed: 6/7/2022 9:51:12 AM
Signed: 6/7/2022 9:51:20 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Laura Biery
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 6/6/2022 5:25:40 PM
Viewed: 6/7/2022 12:59:52 PM
Signed: 6/7/2022 1:00:00 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 198.245.189.166
Sent: 6/6/2022 5:25:40 PM
Viewed: 6/7/2022 7:12:11 AM
Signed: 6/7/2022 7:12:21 AM
Electronic Record and Signature Disclosure:

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Cynthia L Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/7/2022 1:00:04 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Anthony Rodstein
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/7/2022 1:00:02 PM
Viewed: 6/8/2022 4:08:47 PM
Electronic Record and Signature Disclosure:

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Gabrielle Ressa
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/7/2022 1:00:02 PM
Viewed: 6/7/2022 2:32:29 PM
Electronic Record and Signature Disclosure:

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Sharmin Allidina
[email protected]
Purchasing Specialist
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/7/2022 1:00:03 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/3/2022 3:38:19 PM
Payment Events Status Timestamps
1 B0785-0001\2618965v3.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND DIXON RESOURCES UNLIMITED

FOR PARKING CONSULTING SERVICES
NAME OF CONSULTANT: Dixon Resources Unlimited
RESPONSIBLE PRINCIPAL OF CONSULTANT: Julie Dixon, Principal in Charge CONSULTANT’S ADDRESS: 3639 Midway Drive, Ste. B345
San Diego, CA 92110
Attention: Julie Dixon, Principal in Charge
CONSULTANT’S E.I.N./TAX I.D. NO.: 46-1496430
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark Stainbrook, Chief of Police
COMMENCEMENT DATE: May 22, 2020
TERMINATION DATE: December 31, 2021 (original termination date)
December 31, 2023 (as extended by letter,
dated January 28, 2022)
CONSIDERATION: Original Agreement:

Not to exceed: $50,000
Amendment No. 1:

Not to exceed additional$50,000
Amendment No. 2:

Not to exceed additional $138,700
Total Not to Exceed:
$238,700, at the rates set forth in Exhibit B.
2 B0785-0001\2618965v3.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND DIXON RESOURCES UNLIMITED FOR

PARKING CONSULTING SERVICES
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Dixon Resources Unlimited (hereinafter called "CONSULTANT") dated May 28, 2020 and identified as Contract No. 226-20, as amended by Amendment No. 1 dated February 2, 2021 and identified as Contract No. 22-21 (collectively, the “Agreement”).

RECITALS
A. CITY and CONSULTANT entered into an Agreement for parking consulting services, which was previously amended.

B. CITY extended the Termination Date to December 31, 2023 pursuant to Section 2 of the Agreement by letter dated January 28, 2022.

C. CITY and CONSULTANT desire to further amend the Agreement to modify the Scope of Work, increase the Consideration to compensate CONSULTANT for CITY required additional services, and update the infectious disease provision.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Consideration shall be amended as set forth on the cover page.

Section 3. Exhibit A, “Scope of Work,” shall be amended and restated as attached hereto and incorporated herein.

Section 5. Exhibit B, “Schedule of Payment and Rates,” shall be amended and restated as attached hereto and incorporated herein. 3 B0785-0001\2618965v3.doc
Section 6. Except as specifically amended by Amendment No. 1 and this Amendment No. 2, the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the _ day of ___ 20____, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

GEORGE CHAVEZ
City Manager
CONSULTANT: DIXON RESOURCES

UNLIMITED

JULIE DIXON
Principal in Charge
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
___ __
LAURENCE S. WIENER MARK STAINBROOK
City Attorney Chief of Police
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
4 B0785-0001\2618965v3.doc

EXHIBIT A

SCOPE OF WORK
ORIGINAL AGREEMENT:

CONSULTANT shall provide parking consulting services as follows:

1. Scope of Work
CONSULTANT shall provide parking citation management, parking permit management and license plate recognition (“LPR”) technology consulting services to CITY with the express purpose of issuing a Request for Proposal (“Project”).

CONSULTANT’s uniquely-qualified firm specializes in supporting municipal parking and mobility programs across the country, consistently proving its ability to identify and implement operations, management, and technology recommendations to transition municipal parking operations to long-term, sustainable programs.

The scope of work described below for the Project has been developed in conjunction with additional turnkey services for CITY’s Parking Access Revenue Control System (PARCS) equipment and mobile payment options. Specification development, procurement support, and general implementation support for all parking-related services will be coordinated across Departments (i.e. Public Works/Parking Services and Police) to ensure an efficient and integrated parking solution with collective buy-in among internal stakeholders.

Task 1. Specification Development & Procurement Support CONSULTANT shall work with CITY to draft specifications to address citation and permit management and LPR technology for parking enforcement services for release of a Request for Proposal.

The development of technical specifications will ensure that the scope of work set forth in the selected bids will integrate with current and future parking technology software. Each specification will identity solicitation objectives and prioritize deliverables with defined Service-Level Agreements (SLAs) that are supported by liquidated damages, ensuring that Request For Proposal respondents remain accountable to their performance commitments. This exercise identifies the necessary financial penalties, compliance requirements, and corrective action process to safeguard the solution and ensure system uptime, access, and revenue accountability.

In collaboration with CITY, CONSULTANT shall define the phasing and evolution of the procurement process, including recommendations for schedule, submission requirements, and procurement management tools. CONSULTANT will clarify agreement/business terms, which will be incorporated into Service Level Agreements (SLAs) and/or Key Performance Indicators (KPIs), draft procurement documents in consultation with CITY, and establish a framework through which to fairly evaluate respondents.

CONSULTANT shall provide support throughout the proposal evaluation process, including reviewing proposals, preparing for interviews, and coordinating various vendor technology 5 B0785-0001\2618965v3.doc
demonstrations, including potential sandbox set-ups or other evaluation techniques that will provide CITY staff with the opportunity to thoroughly consider all proposal offerings. The scope of procurement support services will be subject to CITY’s ongoing needs on a Time & Materials (T&M) basis.

Task 1. Deliverables
 CONSULTANT will work with CITY to draft specifications to address citation and permit management and LPR technology.
 CONSULTANT will support the procurement process for the selection of the preferred citation, permitting, and LPR solutions.
 CONSULTANT will engage CITY staff throughout the duration of the Project to support a collaborative Project management approach.

Task 2. General Implementation Support
CONSULTANT will work at CITY’s direction to provide implementation support/Project management services to address CITY’s evolving priorities and ongoing needs with regard to the implementation of new citation, permitting, and LPR enforcement technology.

CONSULTANT shall dedicate the required resources and staff to achieve CITY’s goals. At the beginning of the implementation process, CONSULTANT will collaborate with CITY to develop a long-term strategy that includes a high-level estimate of implementation costs, ongoing support, and potential revenue impacts.

CONSULTANT can assist with vendor transition, including, but not limited to, hardware and software changes and the migration of data between vendor systems to help ensure the accountability of the overall system. The opportunity to assist with management of CITY’s preferred solution will allow CONSULTANT to collaborate directly with the Project team to maximize and optimize the performance of the parking operation.

Task 2. Deliverables
 CONSULTANT shall work at CITY’s direction to provide implementation support/Project management services with regard to the implementation of new citation, permitting, and LPR enforcement technology on a Time & Material basis as further described in Exhibit B.

Tentative Timeline of Deliverables
Event Date
CONSULTANT Notice to Proceed May 22, 2020
Draft specification submitted by CONSULTANT June 12, 2020 CITY review of draft/interactive feedback Complete June 19, 2020 Procurement review Week of June 22, 2020
Request for Proposal issued July 1, 2020
Proposal question deadline July 16, 2020
Questions/answers posted July 21, 2020
Proposals due August 4, 2020
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Vendor interview notification August 14, 2020
Interviews Week of August 24, 2020
Vendor notification of intent to award September 15, 2020 Contracting Sept/October 2020
Draft CITY Council item due to purchasing October 16, 2020 CITY Council item due to City Attorney October 21, 2020 CITY Council submission November 1, 2020
CITY Council agenda date November 10, 2020
Contract transition date December 1, 2020
New contract start date January 1, 2021
AMENDMENT NO. 1:

CONSULTANT shall provide additional parking consulting services as follows:

1. Additional Scope of Work
CONSULTANT shall provide continued parking citation management, parking permit management, and license plate recognition (“LPR”) technology consulting services to CITY with the express purpose of implementing Data Ticket’s citation, permitting, and LPR enforcement solution.

CONSULTANT’s uniquely-qualified firm specializes in supporting municipal parking and mobility programs across the country, consistently proving its ability to identify and implement operations, management, and technology recommendations to transition municipal parking operations to long-term, sustainable programs.

CONSULTANT has supported CITY’s procurement process over the past six months. Upon release of the Request For Proposal for Parking Citation and Permit Management System and Equipment, CITY received double the amount of anticipated proposals. In order for CONSULTANT to adequately support CITY, all available budget was allocated to the procurement review and selection process. CITY has selected Data Ticket and will be implementing its citation, permitting, and LPR enforcement solution. CONSULTANT shall provide on-going support to CITY throughout this transition. CONSULTANT will first perform permit policy updates while simultaneously providing general implementation and oversight support.

The additional Scope of Work described in Tasks 3 and 4 for the Project has been developed in conjunction with additional turnkey services for CITY’s Parking Citation and Permit Management System. Permit policy updates and general implementation and oversight support for all parkingrelated services will be coordinated across CITY departments (i.e. Public Works/Parking Services and Police) to ensure an efficient and integrated parking solution with collective buy-in among internal stakeholders.

Task 3. Permit Policy Updates
CONSULTANT shall identify and evaluate parking recommendations that will constitute CITY’s “draft” permit policy updates. Project deliverables for this task will include CITY Municipal Code 7 B0785-0001\2618965v3.doc
updates, financial analysis of permit fees, the preparation of permit program maps, review of enforcement policies, and the development of general recommendations, as described below.

Wherever possible, these recommendations will account for both short-term and long-term priorities based on projected parking demand, parking and transportation trends, and community willingness. These recommendations will include the following:
 Recommendations for permit administration, issuance and renewal, associated costs, and options for implementation;
 Recommendations for an ordinance and CITY’s Municipal Code updates shall be consistent with California and local law. CONSULTANT will work with CITY’s legal staff to conduct a thorough CITY Municipal Code review to determine adjustments/red-line edits that will “future-proof” CITY Municipal Code language to prepare CITY for the implementation and management of a revamped permit program. CONSULTANT’s extensive experience working with California cities will allow CONSULTANT to identify potential issues and address gaps in the existing CITY’s Municipal Code. Drawing from previous experience in other nearby municipalities, CONSULTANT will compile all relevant CITY Municipal Code sections and provide a revised version for CITY staff’s consideration. This will include instances where CITY may be able to simplify CITY Municipal Code language to improve program efficiency or establish zones and hours of operation for future zone-based parking management opportunities;  Recommendations for enforcement, including fines and administration.  Financial analysis of CITY’s existing and proposed residential permit parking program and determination of applicable permit fees.

Task 3. Deliverables
 CONSULTANT will draft CITY Municipal Code updates, complete a financial analysis of permit fees, prepare permit program maps, review enforcement policies, and develop general recommendations.

Task 4. General Implementation and Oversight Support
CONSULTANT will work at CITY’s direction to provide implementation support/Project management services to address CITY’s evolving priorities and ongoing needs with regard to the implementation of Data Ticket’s citation, permitting, and LPR enforcement solution.

CONSULTANT will assist with vendor transition, including, but not limited to, hardware and software changes and the migration of data between vendor systems to help ensure the accountability of the overall system. CONSULTANT will collaborate directly with the Project Team to maximize and optimize the performance of the parking operation.

Task 5. Deliverables
 CONSULTANT will work at CITY’s direction to provide implementation support/Project management services with regard to the implementation of Data Tickets citation, permitting, and LPR enforcement solution on a time and material basis. 8 B0785-0001\2618965v3.doc
Timeline for Performance
CONSULTANT shall commence the services set forth in Tasks 3 and 4 upon written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by June 30th, 2021.

AMENDMENT NO. 2:

I. SCOPE OF WORK
CONSULTANT shall provide additional parking consulting services as follows:

CONSULTANT shall provide license plate recognition (“LPR”) technology consulting services to CITY with the express purpose of continuing to support the implementation of Data Ticket’s citation, permitting, and LPR enforcement solution. Utilizing their unique Rapid LPR Tool (Tool), the CONSULTANT will also leverage existing mobile LPR data to gain insight into the overall performance of the program. The Tool can assess parking occupancy and turnover down to the block face level.

CONSULTANT shall provide continued parking citation management and parking permit management consulting services to CITY with the express purpose of continuing to support the implementation of Data Ticket’s citation and permitting.

CONSULTANT’s uniquely-qualified firm specializes in supporting municipal parking and mobility programs across the country, consistently proving its ability to identify and implement operations, management, and technology recommendations to transition municipal parking operations to long-term, sustainable programs.

CONSULTANT has supported CITY’s procurement process over the past eighteen months. The CITY has selected Data Ticket’s citation and permitting, and the implementation of the solution is still ongoing. CONSULTANT has prepared the below scope to provide on-going support to CITY.

The Scope of Work described below for the Project has been developed in conjunction with additional turnkey services for CITY’s ongoing data collection and analysis efforts and Parking Citation and Permit Management System. Permit policy updates and general implementation and oversight support for all parking-related services will be coordinated across CITY Departments (i.e. Public Works/Parking Services and Police) to ensure an efficient and integrated parking solution with collective buy-in among internal stakeholders.  Task 1. LPR Rapid Report
CONSULTANT will deploy their Rapid LPR Report (Tool), which offers an accurate and costeffective option, utilizing CITY’s existing mobile LPR data, to gain insight into the overall performance of the program. The Tool can assess parking occupancy and turnover down to the block face level. Rather than investing in dedicated data collection methods that are expensive and often sample a limited number of days that under-represent conditions throughout the year, CONSULTANT will utilize the information that is already available to CITY yearround. CONSULTANT can convert CITY’s ongoing LPR data and create exportable dashboards 9 B0785-0001\2618965v3.doc
that will reflect up-to-date parking conditions for the target area. The Tool provides visualizations of parking occupancy and turnover so that CITY can remain smart and adaptive for important policy decisions. The Tool can also monitor parking enforcement efficiency and optimize enforcement resources by identifying locations that would benefit from additional monitoring.

CONSULTANT’s Rapid LPR reporting tool provides valuable occupancy and turnover analysis by leveraging existing Mobile LPR data. Project deliverables have been divided into two tasks:

Phase 1. Project Setup: Space inventory
is a critical component of the Project setup.

CONSULTANT will utilize existing space
inventory as available, and will collect
parking space inventory, as needed, in
order to produce a total inventory count
per block face. The initial set up includes
Project costs for the kickoff meeting to
define Project and data objectives, ongoing coordination with the City during the setup process, creating custom geofence
GIS files for each street in the study area,
integrating subareas, and establishing the
Tool and online dashboard for CITY. The
study area includes the City’s overnight
and preferential permit parking and paid
parking block faces.

Phase 2. Quarterly Reporting: LPR
data will be processed quarterly, and
parking data will be available through
an online interactive dashboard and
in PDF reports that reflects up-to-date
parking conditions within designated
collection areas. The study area
includes approximately 600 overnight
and preferential permit on-street
block faces, and approximately 300
on-street paid parking block faces.

The dashboard displays collection
dates/times and various tables/charts
for occupancy, turnover, sweeps, and
officer statistics that will satisfy the
Project and data objectives. PDF
reports will be provided that show average parking occupancy and turnover for the quarter in various tables, charts, and heat maps. The interactive dashboard allows for reporting of any combination of collection dates, times, subareas, and block faces. Heat map results Figure 1: Overnight, Preferential Parking
Permit and Paid Parking Study Areas
Figure 2: Example of Parking Occupancy Map
for the City of Ketchum
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can be submitted to CITY as a geodatabase. Depending on feasibility, additional dashboard and PDF report customization may be available upon request.

Task 1. Deliverables
 CONSULTANT will set up the Tool for CITY, including on-street inventory collection, custom geofences, an online interactive dashboard, and PDF reports. CONSULTANT will coordinate with CITY's existing LPR vendor to pull in recently collected LPR data.

CONSULTANT will process the LPR data on a quarterly basis to provide up-to-date analysis displaying collection dates, and various occupancy and turnover tables, charts, and heat maps to satisfy Project and data objectives. CONSULTANT will provide data to CITY with geodatabases with the relevant data.
 (Optional) Additional PDF reports can be provided for any requested date range or relevant portion of the data set as needed, with features including detailed occupancy and turnover comparisons, geo-referenced heat maps, sweep reports, and historical summaries by location. Additional reports are out of scope for this Project and will be invoiced separately (pricing will be scoped on a per Project basis).

Task 2. Permit Program Re-Launch Support
CITY will be re-launching its annual preferential, guest, visitor, and overnight permit programs this summer with a focus on stakeholder engagement. CONSULTANT has previously reviewed CITY’s municipal code and provided “draft” permit policy updates. Services under this task remain ongoing. CONSULTANT will continue to support:
 Ongoing updates to the permit administrative guidelines/business rules  Participation and presentation of parking permit program updates to CITY staff, commissions, Council and the community
 Coordination of policies and necessary functionality with CITY’s permit management vendor, Data Ticket
 Streamlining enforcement practices based upon new permit policies  Work in conjunction with CITY to analyze and review future permit fees  Review of permit zones with recommendations to streamline  Finalization of overnight and preferential permit parking maps  Finalization of municipal code updates
Task 2. Deliverables
 CONSULTANT will coordinate and participate in stakeholder meetings as required  CONSULTANT will develop permit policies for preferential, guest, visitor, and overnight parking permit programs
 CONSULTANT will work in conjunction with CITY’s permit management vendor, Data Ticket, to ensure CITY parking permitting policies are developed and implemented 11 B0785-0001\2618965v3.doc
 CONSULTANT will work at CITY’s discretion to create community outreach materials including, but not limited to, parking permit instructional guides and videos, educational materials, community flyers and letters, and other outreach materials as needed  CONSULTANT will work with CITY to finalized permit zones and future permit fees  CONSULTANT will finalize municipal code updates, and overnight and preferential permit parking maps. As well as continuing to develop administrative guidelines.

Task 3. General Implementation and Oversight Support
CONSULTANT will work at CITY’s direction to provide continued implementation support/project management services to address CITY’s evolving priorities and ongoing needs with regard to the implementation of Data Ticket’s citation, permitting, and LPR enforcement solution CONSULTANT will continue to assist with vendor transition, including, but not limited to, hardware and software changes and the migration of data between vendor systems to help ensure the accountability of the overall system. CONSULTANT will collaborate directly with the Project Team to maximize and optimize the performance of the parking operation. CONSULTANT’s team has a proven, established implementation and support model with municipalities across California.

Task 3. Deliverables
 CONSULTANT will work at CITY’s direction to continue to provide implementation support/project management services with regard to the implementation of Data Ticket’s citation, permitting, and LPR enforcement solution on a T&M basis. Support will be primarily focused on completing the vendor transition of Data Ticket’s permitting solution.  CONSULTANT will conduct bi-weekly project meetings. During each meeting, CONSULTANT will provide a project overview and status, highlight problems and corrective measures, and present next steps.
 Timeline for Performance
CONSULTANT shall commence its services under this amendment upon the Commencement Date or upon a written receipt of a notice to proceed from CITY. CONSULTANT shall complete the performance of services by April 30, 2023.

II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY Projects that come onsite to any CITY facility to perform services under the Agreement.
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B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONSULTANT employees to:
i. Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility. vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubicle.

3. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

4. CONSULTANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY Projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.
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3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.
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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
ORIGINAL AGREEMENT AND AMENDMENT NO. 1
CITY shall compensate CONSULTANT for the satisfactory performance of services required by the Agreement in an amount not to exceed One Hundred Thousand Dollars ($100,000) at the rates set forth in this Exhibit. CITY shall compensate CONSULTANT on a time and materials basis at the rates set forth in this Exhibit to ensure that the Project is managed in the most efficient manner. The budget includes all required travel and related expenses, which are based upon U.S. General Services Administration (GSA) and CITY standards and will be billed per CITY requirements.

CONSULTANT’s rate schedule for each job classification is provided below:

Classification Labor Rate Per Hour*
Principal Consultant $165/hour
Senior Associate $95/hour
Associate $95/hour
Junior Associate $95/hour
The estimated budget per task is outlined below:

Cost Proposal:

CONSULTANT Time & Materials Fee
Task Description Not to Exceed
1 Specification Development & Procurement Support
 CONSULTANT will draft specifications to support citation and permit management and LPR technology.
 CONSULTANT will support the procurement process for the selection of the preferred solution(s).
 Project management support. $50,000
2 General Implementation Support
 CONSULTANT will work at CITY’s direction to provide
implementation support/Project management services for
the implementation of CITY’s preferred citation and permit management and LPR solutions on a T&M basis.

Total Budget $50,000
Classification Labor Rate Per Hour*
Principal Consultant $165/hour
Senior Associate $95/hour
Associate $95/hour
Junior Associate $95/hour
The estimated budget is outlined below:
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Cost Proposal:

CONSULTANT Time & Materials Fee
Task Description Not to Exceed
3 Permit Policy Updates
 CONSULTANT will draft municipal code updates and develop general recommendations.
$50,000
4 General Implementation and Oversight Support
 CONSULTANT will work at CITY’s direction to provide
implementation support for the implementation of Data
Tickets citation, permit management, and LPR enforcement solution.

Grand Total Budget
$100,000
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

AMENDMENT NO. 2
In addition, CITY shall compensate CONSULTANT for the satisfactory performance of services required by the Agreement in an amount not to exceed One Hundred Thirty-Eight Thousand Seven Hundred Dollars ($138,700) at the rates set forth in this Exhibit. CITY shall compensate CONSULTANT on a fixed fee basis with the exception of inventory collection, which is included on a Time and Materials basis.

CONSULTANT’s bill rate schedule for each job classification is provided below:

Classification Labor Rate Per Hour*
Principal Consultant $225/hour
Senior Associate $175/hour
Associate $145/hour
Junior Associate $105/hour
The estimated budget is outlined below:
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Cost Proposal:

CONSULTANT Fee
Task Description Not to
Exceed
1 Permit Parking Streets Inventory Collection
 CONSULTANT will collect a parking inventory using
Google Maps measurements for approximately 600
overnight and preferential permit parking block faces.
$12,500
Paid Parking Streets Inventory Collection
 CONSULTANT will collect a parking inventory using
Google Maps to count metered spaces for approximately
300 paid parking block faces.
$4,200
Rapid LPR Tool Project Setup for Permit Parking Streets  CONSULTANT will setup the Rapid LPR Report for CITY
including the online interactive dashboard and PDF report with various tables, charts, and heat maps.
$18,000
(Fixed onetime fee)
Rapid LPR Tool Project Setup for Paid Parking Streets
 CONSULTANT will setup the Rapid LPR Report for CITY
including the online interactive dashboard and PDF report with various tables, charts, and heat maps.
$9,000
(Fixed onetime fee)
Quarterly Reporting (Permit Parking On-street)
 CONSULTANT will download LPR data for all permit
parking on-street locations and update online interactive dashboard with processed LPR data on a quarterly basis.  CONSULTANT will produce PDF reports including
average parking occupancy and turnover tables, charts,
and heat maps on a quarterly basis.
$7,500
(Fixed, per
quarter)
Quarterly Reporting (Paid Parking On-street)
 CONSULTANT will download LPR data for all paid
parking on-street locations and update online interactive dashboard with processed LPR data on a quarterly basis.  CONSULTANT will produce PDF reports including
average parking occupancy and turnover tables, charts,
and heat maps on a quarterly basis.
$3,750
(Fixed, per
quarter)
Subtotal Task 1 (One Year) $88,700
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2 Permit Program Re-Launch
 CONSULTANT will coordinate and participate in
stakeholder meetings as required
 CONSULTANT will develop permit policies for
preferential, guest, visitor, and overnight parking permit programs
 CONSULTANT will work in conjunction with CITY’s permit management vendor, Data Ticket, to ensure CITY parking
permitting policies are developed and implemented
 CONSULTANT will work at CITY’s discretion to create
community outreach materials
 CONSULTANT will work with CITY to finalize permit zones and future permit fees
 CONSULTANT will finalize municipal code updates, and
overnight and preferential permit parking maps. As well as continuing to develop administrative guidelines.
$30,000
3 General Implementation and Oversight Support
 CONSULTANT will continue to provide implementation
support/project management services.
 CONSULTANT will conduct bi-weekly project meetings.
$20,000
Subtotal Tasks 2 & 3 $50,000
Grand Total $138,700
Total Not to Exceed Amount: $238,700
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Attachment 4
DocuSign Envelope ID: 6EE74372-8917-41 DC-A659-96E69F32F464

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND

SUPPLEMENTAL CONSULTING SERVICES
NAME OF CONSULTANT: CSG Consultants, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Khoa Duong, Vice President AGREEMENT NO.

I 1s?-21 I
CONSULTANT'S ADDRESS: 3707 W. Garden Grove Blvd., Suite 100 Orange, CA 92868
Attention: Khoa Duong, Vice President
CONSULTANT'S E.1.N./TAX l.D. NO.: 91-2053749
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Ryan Gohlich, AICP
Director of Community Development
COMMENCEMENT DATE: July 1, 2021
TERMINATION DATE: June 30, 2024, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Not to exceed $300,000.00
80785-000 l \25 l 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND

SUPPLEMENTAL CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and CSG Consultants, Inc., (hereinafter called "CONSULTANT").

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the "Scope of Work"), attached hereto and incorporated herein.

B. CONSUL TANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONSULTANT's Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSUL TANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon the Commencement Date or upon a written receipt of a notice to proceed from CITY. CONSUL TANT shall complete the performance of services by the Termination Date set forth above.

The City Manager or his designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSUL TANT for the services and/or goods provided under this Agreement, and CONSUL TANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the hourly rates set forth in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. 2 80785-000 l\2514852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 (c) Additional Services.

CITY may from time to time require CONSUL TANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSUL TANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B. Section 5.

Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set forth.

CONSUL TANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT's Responsible Principal set forth above shall be principally responsible for CONSUL TANT's obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSUL TANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT's Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSUL TANT.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single 3 80785-000 I \25 I 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSUL TANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSUL TANT in performing the Scope of Work required by this Agreement. (3) Workers' compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;Vll in the latest edition of Best's Insurance Guide.
(d) CONSUL TANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSUL TANT shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSUL TANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSUL TANT shall procure a bond guaranteeing payment of losses and expenses.
4 80785-000 I \25 I 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 (i) The insurance coverage amounts required under the Agreement do not limit CITY's right to recover against CONSUL TANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney's fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSUL TANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days' written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSUL TANT, CONSUL TANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSUL TANT for the full performance of the services required by this Agreement.

CONSUL TANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY's Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSUL TANT's Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONSUL TANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSUL TANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSUL TANT shall pay CITY's travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement. 5 80785-000 I \25 I 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSUL TANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSUL TANT.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSUL TANT.

Section 23. Severabilitv. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the 3rd day of ___ J_u_n_e ___ 20.f.L, at Beverly Hills, California.
[Signatures continue]
6 80785-000 l\2514852v2.doc
CITY OF BEVERLY HILLS, a municipal
corporation
~"?(!/ (}kw?

GEORGE CHAVEZ W
City Manager
DocuSign Envelope ID: 6EE74372-8917-41 DC-A659-96E69F32F464 APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
80785-000 I \25 l 4852v2.doc
7 CONSULTANT: CSG Consultants, Inc.
~VV-S kUWt.f t>W

CYRUS KIANPOUR
President

NOURDIN KHAYATA
Secretary
APPROVED AS TO CONTENT:

RYAN GOHLICH, AICP
Director of Community Development

SHARON L'HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 6EE7 4372-8917-41 DC-A659-96E69F32F464

EXHIBIT A

SCOPE OF WORK

1.0 SCOPE OF WORK
A. Upon CITY's written request, CONSUL TANT shall provide the following services:

1. Building and Fire Life Safety Plan Review Services
Review architectural, structural, electrical, mechanical, plumbing, grading, drainage, accessability, energy, green building, landscape, fire and life safety, and smoke control system submittals, plans, and reports for compliance with the California Building Standards Codes, CITY's Municipal Code and other applicable Federal, State, and local laws, policies, ordinances, and regulations. CONSUL TANT shall perform site visits as required by CITY to verify existing conditions and better coordinate plan review services.

2. Certified Access Specialist Program ("CASp")
Provide certified CASp professional to review plans, perform site visits and meet with the public to discuss issues related to State and Federal accessibility compliance.

3. Zoning Plan Review Services
Review plans for compliance with CITY's Municipal code, conditions as set by CITY staff, commissions, and City Council, and all applicable State and local laws, policies, procedures, and standards. CONSULTANT shall review existing planning and building records to verify compliance conditions.

4. Public Works Engineering Plan Review Services
Perform Map plan review services for compliance with the Subdivision Map Act, CITY's Municipal Code and map checking procedures. CONSUL TANT to review tentative maps, final maps, rights of way, vacations, easement deeds, encroachements, and lot line adjustments. CONSULTANT shall assure submittals comply with Conditions of Approval as set by CITY staff, commissions, and the City Council. CONSUL TANT shall also review map boundaries, surveys, and field check final monumentation prior to bond exoneration.

CONSULTANT shall prepare all necessary documents for submittal to the County of Los Angeles Public Works Department prior to recording. CONSULTANT shall assist in preparing all City Council staff reports required for approval of such maps, rights of way, vacations, easements, and encroachments.

Review development plans for Storm Water Quality including NPDES and SUSMP, and other applicable Federal, State, and local laws, policies, procedures, and standards.

CONSULTANT must have a thorough knowledge of hydrology and hydraulic principles and a good working knowledge of regional and local hydrology and drainage manuals.

CONSULTANT shall be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions. 8 B0785-000 l \25 l 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 Perform Engineering Review of public utility improvements related to private development including electrical, communications, water and sewer plans and calculations.

CONSUL TANT shall have good working knowledge of water systems. CONSUL TANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

Review Street Improvement Plans and Traffic Engineering plans related to private development for compliance with local, county, Caltrans, Americans with Disability Act and California Title 24 requirements. These plans will include such elements as streets, striping, signage, sidewalks, curb and gutter, bikeway, street lights, and traffic signals.

CONSUL TANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

8. All plan review services shall be performed by International Code Council (ICC) or similarly certified plans examiners and/or licensed professional engineers (State of California), with extensive experience in plan review. All staff utilized by CONSULTANT shall be appropriately licensed, registered, and certified as required by the State of California and CITY to perform each of the specific scopes of work.

C. CONSUL TANT shall review all plan check applications for accuracy and make all necessary revisions to such items as description, valuation, square footage, type of construction, and use.

All plan review correction materials including marked up plans, documents, and plan check correction lists shall be provided in the CITY desired format to the CITY representative immediately upon completion of the plan review at no extra charge to CITY. This process includes delivery of a hard copy of the reviewed plan, correction list and a soft copy e-mailed at no extra cost to CITY. CONSULTANT shall provide plan and document pick-up and delivery service by courier service at no extra charge to CITY.

D. Provide plan check status reports, statistical reports, and performance and management reports, on a regular basis or upon written request of CITY in the format type requested by CITY (paper or electronic). The information requested may include such information as project name, address, description, square footage, and type of construction, type of review(s) performed, hour(s) required per review, reviewer name, reviewer credentials and turn around time of plan review(s).

E. In order to meet CITY established standards, the expected turn around times for plan review are as follows:
• Two (2) weeks for Tenant Improvements, Single Family Residential and Light Commercial projects
• Four (4) weeks for new Multi-family Residential and Large Commercial projects. • Five (5) working days for resubmitted Residential and Light Commercial projects. • Fifteen (15) working days for resubmitted Multi-family Residential and Large Commercial projects.
• Other timetables upon written request of CITY.

F. CONSULTANT's Plan reviewers shall be available to work at CITY upon request and will be required to access CITY's permitting system to manage and process the assigned work. Plan reviewers shall be available to applicants and CITY personnel for meetings upon request. 9 80785-000 I '25 I 4852v 2 doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 G. CITY encourages electronic plan submittal. CONSUL TANT shall provide plan review and scope of work services through CITY's Electronic Review systems, ProjectDox by Avolve Technologies, or through other electronic media (i.e. PDF, email, etc) as required by CITY.

Electronic plan reviews will be required to be completed utilizing CITY's ePlan system. System access and training will be provided by CITY to CONSUL TANT in accordance to CITY policies and practices. All ePlan records of corrections, approvals, and comments shall be entered in the CITY's system in a manner that is in accordance to customer service standards and policies.

If CONSULT ANT uses a different electronic plan review process to provide plan review services, CONSUL TANT shall provide CITY with the following:

1. ePlan file transfers from CITY to CONSUL TANT and CONSUL TANT to CITY.

2. ePlan review real-time status of progress.

3. ePlan corrections (red lines), comments, and clarification transfer to CITY for consolidation with other agencies reviews.

4. Coordination with other reviewing agency's corrections and comments to align correction responses to customer.

5. Recordation of every review cycle and final approval into CITY's ePlan system.

6. CITY's ability to review/use CONSUL TANT's system for project information and reports for CITY assigned work.

H. CONSUL TANT shall be prepared to effectively develop a method to assist CITY in providing ongoing high quality customer service. CONSUL TANT shall assist CITY staff in managing the plan review services for all projects and provide recommendations intended to improve efficiency and cost effectiveness. CONSUL TANT shall regularly and effectively communicate with CITY staff and other CITY consultants, and attend meetings as necessary to improve the progress of the work. CONSULTANT shall communicate, cooperate and team with CITY staff and other CITY consultants to improve project coordination. CONSUL TANT shall provide strong emphasis, understanding, and special attention to the management of high profile projects while maintaining work quality, meeting schedules, and staying within budget.

Infectious Disease
A. The Federal Government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSUL TANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively "CONSULTANT employees") assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSUL TANT shall notify CITY immediately in writing if CONSUL TANT or CONSUL TANT employees have come in contact with anyone with an infectious disease or has 10 80785-000 I \25 l 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 contracted an infectious disease. Such CONSUL TANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees' signs and symptoms with written logs. CONSUL TANT shall do and maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONSULTANT employees to:
i. Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility.

3. CONSUL TANT shall disinfect all areas that CONSUL TANT's employees come in contact with while performing services under the Agreement before and after usage.

4. CONSUL TANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public.

2. CONSUL TANT employees are not working while sick.

3. CONSUL TANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.
**Please review Los Angeles County Department of Public Health guidelines for social distancing.

I 1
B0785-000I \2514852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464 For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT's daily logs to ensure compliance with this Agreement. CITY has the right to send CONSUL TANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact the Responsible Principal or Risk Management at 310- 285-1073.
12 B0785-000J\2514852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSUL TANT for the satisfactory performance of the services referenced in Exhibit A in an amount not to exceed Three Hundred Thousand Dollars ($300,000) at the f o II owing . ra t es:

Planning & Engineering Plan Review Hourly Rate*
Services
Principal Civil Enqineer $180.00
Senior Civil Engineer $155.00
Traffic Enqineer $155.00
Licensed Land Surveyor $155.00
Associate Civil Engineer $145.00
Associate Planner (Zoninq Plan Review) $145.00
Expedited Plan Review 1.5 x Hourly Rate
Building & Fire Plan Review Services Hourly Rate*
Building Plan Review (ICC Certified) $110.00
Building Plan Review Engineer, PE $125.00
Buildinq Plan Review Enqineer, SE $145.00
Senior MEP Plan Reviewer (ICC $110.00
Certified)**
Fire Plan Reviewer, FPE $165.00
Fire Plan Reviewer (ICC Certified) $125.00
Certified Access Specialist (CASp) $145.00
Expedited Plan Review 1.5 x Hourly Rate
A. CONSULTANT will pay for the cost of all training, equipment, or materials required by CONSUL TANT's staff.

B. CITY will not be charged for the staff time to attend training/events provided by CITY.

CONSUL TANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSUL TANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

C. On each anniversary of the Agreement start date, CONSUL TANT may increase in the hourly rate by providing CITY with thirty (30) days prior written notice based on the annual percentage change in the Consumer Price Index for All Urban Consumers ("CPl-U") as defined in this Exhibit..

Any increase in the hourly rates shall be based on the same percentage increase during the previous twelve (12) months, in the CPl-U for the Los Angeles-Orange County-Riverside Metropolitan Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), 13 80785-0001 \2514852v2.doc
DocuSign Envelope ID: 6EE7 4372-8917-41DC-A659-96E69F32F464 or applying a similar index if the CPl-U is not published or available, less food and energy, to the nearest one dollar.
14 B0785-000I125 l 4852v2.doc
DocuSign Envelope ID: 6EE74372-8917-41DC-A659-96E69F32F464

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED

ADDRESS

COMPANY
(A. B. C.) COVERAGE
DAUTOMOB!LE LIABILITY
0GENERAL LIABILITY

D PRODUCTS/COMPLETED

OPERATIONS

DBLANKETCONTRACTUAL
DcoNSULT ANT'S PROTECTIVE

DPERSONAL INJURY

DEXCESS LIABILITY
0 WORKERS' COMPENSATION
D
POLICY
NUMBER

COMPANIES AFFORDING COVERAGE
A.

B.
c.

EXPIRATION B.L LIMITS
DATE P.O.

AGGREGATE
It 1s hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CONSULT ANT agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CONSULT ANT's officers, employees, agents or others employed by CONSULT ANT while engaged by CONSULT ANT in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

Jn the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED !0/!4/96.

EXHIBITC
80785-000 l \25 I 4852v2.doc
Certificate Of Completion
Envelope Id: 6EE7 43728917 41DCA65996E69F32F464
Subject: Please DocuSign: Agreement - CSG Consultants, Inc. - FY21-22 BPO.pdf Source Envelope:

Document Pages: 15
Certificate Pages: 2
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 6
Initials: 1
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
5/25/2021 11 :48:56 AM
Signer Events
Cyrus Kianpour
[email protected]
President
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nourdin Khayata
[email protected]
Vice President
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Ryan Gohlich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Holder: Evelin Welch
[email protected]
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 96.95.197.225
Signature Adoption: Drawn on Device
Using IP Address: 107.77.214.94
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Status: Completed
Envelope Originator:

Evelin Welch
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 104.172.162.29
Location: DocuSign
Timestamp
DocuSign
Sent: 5125/2021 11 :54:00 AM
Viewed: 5/2512021 11 :54:40 AM
Signed: 512512021 11 :55:02 AM
Sent: 5/2512021 11 :55:03 AM
Resent: 5/261202110:19:36 AM
Viewed: 5/26/2021 10:31 :49 AM
Signed: 5126/2021 10:32:25 AM
Sent: 512612021 10:32:26 AM
Resent: 5127/2021 12:47:33 PM
Resent: 6/1/2021 8:30:59 AM
Viewed: 6/112021 10:13:34 AM
Signed: 61112021 10:15:25 AM
Sent: 611/202110:15:27 AM
Viewed: 6/1/2021 10:58:52 AM
Signed: 6/1 /2021 11 :56:38 AM
Signer Events
Deborah R. Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Using IP Address: 76.90.50.37
Signed using mobile
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Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
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Sent: 6/1 /2021 11 :56:40 AM
Viewed: 6/1/2021 2:06:07 PM
Signed: 6/1/2021 2:06:22 PM
Sent: 6/1/2021 2:06:23 PM
Viewed: 6/1/2021 2:29:12 PM
Signed: 6/1/2021 2:50:43 PM
Sent: 6/1/2021 2:50:44 PM
Viewed: 6/2/2021 6:12:49 PM
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5/25/2021 11 :54:00 AM
6/2/2021 6:12:49 PM
6/2/2021 6:12:59 PM
6/2/2021 6:12:59 PM
Timestamps
DocuSign Envebpe ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1 03F3B0 AMENDMENT NO. I TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO

PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING

SERVICES
NAME OF CONSULTANT: CSG Consultants, Inc.

RESPONSIBLE PRINCIPAL Khoa Duong, Vice President
OF CONSULTANT:

CONSULTANT’S ADDRESS: 3707 W. Garden Grove Blvd., Suite 100 Orange, CA 92868
Attention: Khoa Duong, Vice President
CONSULTANT’S E.l.N./TAX l.D. NO.: 91-2053749
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Ryan Gohlich, AICP
Director of Community Development
COMMENCEMENT DATE: July 1, 2021
TERMINATION DATE:

Section 2 of the Agreement
CONSIDERATION:

Amendment No. 1:

Fiscal Year 202 1-2022:

Fiscal Year 2022-2023:

Fiscal Year 2023-2024:

Total not to exceed: $600,000
-1-
80785-0001\2597235v1.doc
June 30, 2024, unless extended pursuant to
Original Agreement: Not to exceed $300,000
Not to exceed
$200,000
$200,000
$200,000
AGREEMENT NO.
573-21
DocuSLgn Envelope ID: 7C9F48D2-5D2E-4B4EB4O7-EABDF1 03F3B0 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO

PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING

SERVICES
This Amendment No. I is to that certain Agreement between the City of Beverly Hills (hereinafter called “CITY”), and CSG Consultants, Inc. (hereinafter called “CONSULTANT”) dated June 3, 2021 and identified as Contract No. 187-21 (“Agreement”).

RECITALS
A. CITY and CONSULTANT entered into an agreement to provide plan review consulting services.

B. CITY and CONSULTANT desire to amend the Agreement to increase the consideration amount and include the COVID-19 vaccination or testing, and record keeping requirements.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Consideration is hereby amended as set forth on the cover page.

Section 2. Section 24 of the Agreement entitled “CITY COVID-19 Vaccination Requirement” shall be added to read as follows:
“Section 24. CITY COVID-19 Vaccination or Testing, and Record Keeping Reguirements.

CONSULTANT and its employees, personnel, agents, subconsultants, volunteers and subcontractors or any other individual under the control of CONSULTANT who work with and among CITY employees or the public at CITY worksites and facilities in the performance of their duties under the Agreement (collectively “Covered Employees” ) shall comply with CITY’s COVID 19 vaccination or testing, and record keeping requirements in connection with the services provided to CITY under the Agreement and as more particularly described in the attached “Acknowledgement of CITY’s Vaccination Requirements Against The COVID-19 Virus”, -2-
80785-0001\2597235v1.doc
DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1 O3F3BO Attachment 1 to Exhibit A. CONSULTANT shall execute this Amendment and Attachment I attesting that only Covered Employees who are fully vaccinated or with proof of weekly negative COVID-19 PCR or antigen tests will be assigned to work at CITY worksites and/or facilities at all times during the term of the Agreement.”
Section 3. Exhibit A, Scope of Work shall be amended and restated as attached hereto and incorporated herein.

Section 4. Exhibit B, Schedule of Payment and rates shall be amended and restated as attached hereto and incorporated herein.

Section 5. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the 21st day of December , 2021, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
okv- W1xUth

ROBERT WUNDERLICH
Mayor of the City of Beverly Hills, California
ATTEST:
____________________()

HUMAAHMED
City Clerk
CONSULTANT: CSG Consultants, Inc.

CL1v1is AfO

CYRUS KIANPOUR
President

NOURDIN KHAYATA
Secretary
[Signatures continue]
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B0785-0001\2597235v1.doc
DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1 03F3B0 APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER
City Attorney

GEORGE CHAVEZ
City Manager

RYAN GOHLICH, AICP
Director of Community Development
PrtsstL
SHARON L’HEUREUX DRESSEL
Risk Manager
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDFI 03F3B0

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
A. Upon CITY’s written request, CONSULTANT shall provide the following services:

1. Building and Fire Life Safety Plan Review Services
Review architectural, structural, electrical, mechanical, plumbing, grading, drainage, accessability, energy, green building, landscape, fire and life safety, and smoke control system submittals, plans, and reports for compliance with the California Building Standards Codes, CI1Ys Municipal Code and other applicable Federal, State, and local laws, policies, ordinances, and regulations. CONSULTANT shall perform site visits as required by CITY to verify existing conditions and better coordinate plan review services.

2. Certified Access Specialist Program (“CASp”)
Provide certified CASp professional to review plans, perform site visits and meet with the public to discuss issues related to State and Federal accessibility compliance.

3. Zoning Plan Review Services
Review plans for compliance with CITY’s Municipal code, conditions as set by CITY staff, commissions, and City Council, and all applicable State and local laws, policies, procedures, and standards. CONSULTANT shall review existing planning and building records to verify compliance conditions.

4. Public Works Engineering Plan Review Services
Perform Map plan review services for compliance with the Subdivision Map Act, CITY’s Municipal Code and map checking procedures. CONSULTANT to review tentative maps, final maps, rights of way, vacations, easement deeds, encroachements, and lot line adjustments.

CONSULTANT shall assure submittals comply with Conditions of Approval as set by CITY staff, commissions, and the City Council. CONSULTANT shall also review map boundaries, surveys, and field check final monumentation prior to bond exoneration. CONSULTANT shall prepare all necessary documents for submittal to the County of Los Angeles Public Works Department prior to recording. CONSULTANT shall assist in preparing all City Council staff reports required for approval of such maps, rights of way, vacations, easements, and encroachments.

Review development plans for Storm Water Quality including NPDES and SUSMP, and other applicable Federal, State, and local laws, policies, procedures, and standards.

CONSULTANT must have a thorough knowledge of hydrology and hydraulic principles and a good working knowledge of regional and local hydrology and drainage manuals. -5-
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1 03F3B0 CONSULTANT shall be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

Perform Engineering Review of public utility improvements related to private development including electrical, communications, water and sewer plans and calculations. CONSULTANT shall have good working knowledge of water systems. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

Review Street Improvement Plans and Traffic Engineering plans related to private development for compliance with local, county, Caltrans, Americans with Disability Act and California Title 24 requirements. These plans will include such elements as streets, striping, signage, sidewalks, curb and gutter, bikeway, streetlights, and traffic signals. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

B. All plan review services shall be performed by International Code Council (ICC) or similarly certified plans examiners and/or licensed professional engineers (State of California), with extensive experience in plan review. All staff utilized by CONSULTANT shall be appropriately licensed, registered, and certified as required by the State of California and CITY to perform each of the specific scopes of work.

C. CONSULTANT shall review all plan check applications for accuracy and make all necessary revisions to such items as description, valuation, square footage, type of construction, and use.

All plan review correction materials including marked up plans, documents, and plan check correction lists shall be provided in the CITY desired format to the CITY representative immediately upon completion of the plan review at no extra charge to CITY. This process includes delivery of a hard copy of the reviewed plan, correction list and a soft copy e-mailed at no extra cost to CITY. CONSULTANT shall provide plan and document pick-up and delivery service by courier service at no extra charge to CITY.

D. Provide plan check status reports, statistical reports, and performance and management reports, on a regular basis or upon written request of CITY in the format type requested by CITY (paper or electronic). The information requested may include such information as project name, address, description, square footage, and type of construction, type of review(s) performed, hour(s) required per review, reviewer name, reviewer credentials and turn around time of plan review(s).

E. In order to meet CITY established standards, the expected turn around times for plan review are as follows:
• Two (2) weeks for Tenant Improvements, Single Family Residential and Light Commercial projects
• Four (4) weeks for new Multi-family Residential and Large Commercial projects. • Five (5) working days for resubmitted Residential and Light Commercial projects. • Fifteen (15) working days for resubmitted Multi-family Residential and Large Commercial projects.
• Other timetables upon written request of CITY.
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DocuSign Envelope ID: 7C9F48D2-5D2E-484E-B407-EABDF1 03F3B0 F. CONSULTANT’s Plan reviewers shall be available to work at CITY upon request and will be required to access CITY’s permitting system to manage and process the assigned work. Plan reviewers shall be available to applicants and CITY personnel for meetings upon request.

G. CITY encourages electronic plan submittal. CONSULTANT shall provide plan review and scope of work services through CITY’s Electronic Review systems, ProjectDox by Avolve Technologies, or through other electronic media (i.e. PDF, email, etc) as required by CITY.

Electronic plan reviews will be required to be completed utilizing CITY’s ePlan system. System access and training will be provided by CITY to CONSULTANT in accordance to CITY policies and practices. All ePlan records of corrections, approvals, and comments shall be entered in the CITY’s system in a manner that is in accordance to customer service standards and policies. If CONSULTANT uses a different electronic plan review process to provide plan review services, CONSULTANT shall provide CITY with the following:

1. ePlan file transfers from CITY to CONSULTANT and CONSULTANT to CITY.

2. ePlan review real-time status of progress.

3. ePlan corrections (red lines), comments, and clarification transfer to CITY for consolidation with other agencies reviews.

4. Coordination with other reviewing agency’s corrections and comments to align correction responses to customer.

5. Recordation of every review cycle and final approval into CITY’s ePlan system.

6. CITY’s ability to review/use CONSULTANT’s system for project information and reports for CITY assigned work.

H. CONSULTANT shall be prepared to effectively develop a method to assist CITY in providing ongoing high quality customer service. CONSULTANT shall assist CITY staff in managing the plan review services for all projects and provide recommendations intended to improve efficiency and cost effectiveness. CONSULTANT shall regularly and effectively communicate with CITY staff and other CITY consultants, and attend meetings as necessary to improve the progress of the work. CONSULTANT shall communicate, cooperate and team with CITY staff and other CITY consultants to improve project coordination. CONSULTANT shall provide strong emphasis, understanding, and special attention to the management of high profile projects while maintaining work quality, meeting schedules, and staying within budget. -7-
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1 03F3B0 II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall ç.g and maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have a fever (100°F or higher), are coughing, have trouble breathing or other symptoms of COVID-19, the common cold, or influenza:
(a) Do not have CONSULTANT employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct CONSULTANT employees to:

Not go out in public.
ii. Avoid contact with others.
iii. Not travel while sick.
iv. Cover mouth and nose with a tissue or sleeve (not hands), while coughing or sneezing.
v. Wash hands often with soap and water for at least 20 seconds to avoid spreading illnesses such as the common cold, influenza or COVID-19 to others. vi. If soap and water are not readily available, use an alcohol-based hand sanitizer, which contains 60%-95% alcohol or solutions available for use at the facility. vii. Wear face coverings at all times unless alone in a vehicle, personal office or cubical,

3. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

4. CONSULTANT employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. *
CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers. -8-
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1O3F3BO D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing** and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not. CITY encourages and supports the choice to be vaccinated but is not requiring that employees, contractors, consultants, and vendors get vaccinated or provide proof of vaccination.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order hftp://publichealth.lacounty,qov/media/Coronavirus/reopeninq-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http:f/www.beverlyhills.orq/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

III. COVID-19 VACCINATION AND RECORD KEEPING REQUIREMENTS CONSULTANT shall execute the attached “ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING REQUIREMENTS AGAINST THE COVID-19 VIRUS”, Attachment 1 to this Exhibit.
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B4O7EABDF1 03F3B0 ATTACHMENT 1 TO EXHIBIT A

ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING
REQUIREMENTS AGAINST THE COVID-19 VIRUS

I, THE UNDERSIGNED, HEREBY ATTEST THAT I AM AN AUTHORIZED REPRESENTATIVE OF CONSULTANT.

I hereby acknowledge and agree to comply with any federal, state and/or local laws, regulations and orders including the CITY’s requirement that CONSULTANT and its employees, personnel, agents, subconsultants, volunteers, and subcontractors, or any other individuals under the control of the CONSULTANT, who work with and among CITY employees or the public at CITY worksites and facilities in the performance of their duties under the Agreement (collectively “Covered Employees”) shall be either fully vaccinated against the COVID-19 virus as defined in this Attachment or be administered weekly COVID-19 tests (PCR or antigen) as required in this Attachment. Covered Employees shall include those with and without CITY badge access. Fully vaccinated shall be defined as two (2) weeks after the second dose of the Pfizer-BioNTech or Moderna COVID-19 vaccine is administered to the Covered Employee or two weeks after the single dose of the Johnson and Johnson Janssen COVID-19 vaccine is administered to the Covered Employee, or as further defined by the Center for Disease Control and Prevention (“CDC”), State of California, County of Los Angeles, or City of Beverly Hills. Each Covered Employee shall provide proof (vaccine card, image of vaccine card showing vaccination status) to CONSULTANT that such Covered Employee is fully vaccinated as defined in this Attachment or, the Covered Employee shall provide proof of a negative COVID-19 test (PCR or antigen) to CONSULTANT as further described in this Attachment no later than January 17, 2022.

I, the undersigned hereby attest that only vaccinated individuals, or individuals with weekly negative COVID-19 tests (PCR or antigen), will be assigned to work at CITY worksites and/or facilities under the Agreement. Coveted Employees may be requited to show proof of their vaccination status or a weekly negative COVID-19 test (PCR or antigen) to a CITY representative prior to performing work under the Agreement or at any time while performing work under the Agreement. CONSULTANT shall be responsible for ensuring that all of its assigned Covered Employees are fully vaccinated, or, have a negative COVID-19 test (PCR or antigen) prior to performing work under the Agreement. CONSULTANT shall maintain a log, certified by CONSULTANT, of vaccinated and tested Covered Employees for the term of the Agreement and shall provide such log to CITY upon request at any time.

I understand and acknowledge that CITY may, at a future time, determine that it cannot accommodate unvaccinated Covered Employees, and that it may not permit certain or all unvaccinated Covered Employees to perform work under the Agreement.

Failure to comply with these requirements shall be a default under the Agreement.

CONSULTANT is responsible for all costs associated with compliance with this Attachment.

I ALSO ACKNOWLEDGE THAT THESE REQUIREMENTS MAY CHANGE FROM TIME TO

TIME PURSUANT TO FUTURE FEDERAL, CALIFORNIA AND LOS ANGELES COUNTY

REQUIREMENTS AND AGREE TO COMPLY WITH ALL APPLICABLE STATUTES,

REGULATIONS, ORDERS, ORDINANCES AND POLICIES RELATING TO MITIGATING THE TRANSMISSION OF COVID-19.
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF103F3B0

I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE THAT THE FOREGOING IS TRUE AND CORRECT UNDER PENALTY OF PERJURY.

CSG CONSULTANTS, INC.

By:__________________________________
Name:CY1s Klanpour
Title: President
Contract and Vendor #
Contract No. 187-21
vendor No. 6042
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDFIO3F3BO

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services referenced in Exhibit A in an amount not to exceed Six Hundred Thousand Dollars ($600,000) at the following rates:

Planning & Engineering Plan Review Hourly Rate*
Services
Principal Civil Engineer $180.00
Senior Civil Engineer $155.00
Traffic Engineer $155.00
Licensed Land Surveyor $155.00
Associate Civil Engineer $145.00
Associate Planner (Zoning Plan Review) $145.00
Expedited Plan Review 1.5 x Hourly Rate
Building & Fire PeviewServices Hourly Rate*
Building Plan Review (ICC Certified) $110.00
Building Plan Review Engineer, PE $125.00
Building Plan Review Engineer, SE $145.00
Senior MEP Plan Reviewer (ICC Certified)** $110.00
Fire Plan Reviewer, FPE $165.00
Fire Plan Reviewer (ICC Certified) $125.00
Certified Access Specialist (CASp) $145.00
Expecflted Plan Review — 1.5 x Hourly Rate
A. CONSULTANT will pay for the cost of all training, equipment, or materials required by CONSULTANT’s staff.

B. CITY will not be charged for the staff time to attend training/events provided by CITY.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.
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DocuSign Envelope ID: 7C9F48D2-5D2E-4B4E-B407-EABDF1 03F3B0 C. On each anniversary of the Agreement start date, CONSULTANT may increase in the hourly rate by providing CITY with thirty (30) days prior written notice based on the annual percentage change in the Consumer Price Index for All Urban Consumers (“CPI-U”) as defined in this Exhibit.,
Any increase in the hourly rates shall be based on the same percentage increase during the previous twelve (12) months, in the CPI-U for the Los Angeles-Orange County-Riverside Metropolitan Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI-U is not published or available, less food and energy, to the nearest one dollar.
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DocuSign
Certificate Of Completion
Envelope Id: 7C9F48D25D2E4B4EB4O7EABDF1 03F3B0 Status: Completed Subject: Please DocuSign: CSG Consultants, Inc. -Amendment No. 1 CC Meeting of 12-21-21 .pdf Source Envelope:

Document Pages: 13 Signatures: 9 Envelope Originator:

Certificate Pages: 3 Initials: 1 Evelin Welch
AutoNav: Enabled 455 N. Rexford Drive
Envelopeld Stamping: Enabled Beverly Hills, CA 90210
lime Zone: (UTC-08:00) Pacific Time (US & Canada) ewelch©beverlyhills.org lP Address: 104.172.162.29
Record Tracking
Status: Original Holder: Evelin Welch Location: DocuSign 1 1/30/2021 3:37:09 PM ewelchbeverlyhills.org
Signer Events Signature Timestamp
Cyrus Kianpour . Sent: 11/30/2021 3:44:10 PM
cyruscsgengr.com (,L1VVS Z.UIAj7ttA.V’ Viewed: 11/30/2021 7:30:30 PM President Signed: 12/1/2021 12:56:13 PM
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.77.214.165
Electronic Record and Signature Disclosure: