Item D-5 Agenda Report — Beverly Hills City Council, August 2, 2022

AGENDA REPORT
Meeting Date: August 2, 2022
Item No.:

To: Honorable Mayor & City Council
From: Daren Grilley, Assistant Director of Public Works/City Engineer Genevieve Row, Parking Services Manager
Subject: AMENDMENT NO. 5 TO THE AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND PARKING CONCEPTS, INC.

FOR THE OPERATION OF CERTAIN PARKING FACILITIES;
AND

APPROVAL OF A CHANGE PURCHASE ORDER IN THE
AMOUNT OF $114,636 FOR FISCAL YEAR 2021/22 FOR A
TOTAL AMOUNT NOT-TO-EXCEED $1,175,035.82; AND

APPROVAL OF A PURCHASE ORDER IN THE AMOUNT OF
$929,837 FOR FISCAL YEAR 2022/23
Attachments: 1. Amendment No. 5

2. Agreement 238-13, Amendments 1 through 4

RECOMMENDATION
Staff recommends that City Council move to approve Amendment No. 5 to Agreement No. 544 between the City of Beverly Hills and Parking Concepts, Inc. for the operation of certain parking facilities, approval of a change purchase order for Fiscal Year 2021/22 in the amount of $114,636, for a total not to exceed $1,175,035.82 and approval of a Fiscal Year 2022/23 purchase order in the amount of $929,837 for work through December 2022.

INTRODUCTION
The City owns nineteen parking structures providing approximately 6,400 parking spaces for businesses, residents, employees and visitors throughout the City. Parking Concepts, Inc. (PCI), is the parking operator that manages operations in the City’s parking garages (241/242 N. Cañon/N. Beverly Drive, 450 N. Crescent Drive, and 9333 W. 3rd Street) and performs invoicing, collection and accounting for monthly contract parking at all nineteen City-owned parking garages.

BEVERLY
HILLS
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D-5
Meeting Date: August 2, 2022

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DISCUSSION
Following a competitive selection process, the City entered into an agreement with PCI for parking operations in July 2013. The agreement has been amended periodically to extend the duration of the agreement or, in the case of Amendment No. 4, to add certain provisions related to COVID-19 health orders.

The proposed Amendment No. 5 will allow PCI to continue through December 31, 2022. Given the length of time since the original contract was awarded, a competitive selection process will again be used to select a vendor to begin in January 2023. Staff is finalizing a Request for Proposals (RFP) that will be issued in early August. The schedule calls for recommending the next parking operator for City Council approval in October to allow for a transition period between operators.

FISCAL IMPACT
Funding for the proposed change purchase order for Fiscal Year 2021/22 in the amount of $114,636 and the proposed purchase order for Fiscal Year 2022/23 in the amount of $929,837 is available in the approved budget for Off-Street Parking Operations.

Shana Epstein,
Director of Public Works
Approved By
Attachment 1

AMENDMENT NO. 5 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE

OPERATION OF CERTAIN PARKING FACILITIES
NAME OF OPERATOR: Parking Concepts, Inc.

RESPONSIBLE PRINCIPAL Robert Hindle, Vice President
OF OPERATOR:

OPERATOR’S ADDRESS: Parking Concepts, Inc.
1801 South Georgia Street
Los Angeles, CA 90015
Attention: Robert Hindle, Vice President
OPERATOR’S E.I.N./TAX I.D. NO.: 95-2909899
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: August 1, 2013
TERMINATION DATE: October 31, 2016 (original termination date) October 31, 2017 (as extended pursuant to
Section 2 by letter dated December 21, 2016)
October 31, 2018 (as extended pursuant to
Section 2 by letter dated October 13, 2017)
October 31, 2019 (amended pursuant to
Amendment No. 2)
October 31, 2020 (as extended pursuant to
Section 2 by letter dated January 31, 2019)
October 31, 2021 (as extended pursuant to
Section 2 by letter dated March 20, 2020)
October 31, 2022 (as extended pursuant to
Section 2 by letter dated September 28, 2021),
unless extended pursuant to section 2 of the
Agreement
CONSIDERATION: Original Agreement:

Fiscal Year (“FY”) 2013-2014: not to exceed
$1,239,018 as more particularly described in
Exhibit B-1

2014-15, 2015-16, 2016-17: not to exceed
$1,239,018 per fiscal year plus any COLA and/or
CPI adjustments as set forth in Exhibit B-1;
Not to exceed $119,450 as more specifically
described in Section C (Other Expenses Directed
by City — One Time) of Exhibit B-1
Amendment No. 1:

FY 2015/2016 not to exceed $1,304,411 as more
particularly described in Exhibit B-1
FY 2016/2017 not to exceed $1,339,139 as more
particularly described in Exhibit B-1
Amendment No. 1: Total not to exceed $2,643,550
Amendment No. 2:

FY 2017/2018 not to exceed $1,406,096, as more
particularly described in Exhibit B-1
FY 2018/2019 not to exceed $1,532,645, as more
particularly described in Exhibit B-1
FY 2019/2020 not to exceed $766,322, as more
particularly described in Exhibit B-1
Amendment No. 2: Total not to exceed $3,705,063
Amendment No. 3:

FY 2019/2020 not to exceed $1,008,678, as more
particularly described in Exhibit B-1 (in addition to
$766,322 for FY 2019/2020 in Amendment No. 2),
for a total not to exceed amount of $1,775,000 for
FY 2019/2020)
FY 2020/2021 not to exceed $1,834,110, as more
particularly described in Exhibit B-1
FY 2021/2022 not to exceed $1,859,675, as more
particularly described in Exhibit B-1
Amendment No. 3: Total not to exceed $5,468,785
Amendment No. 4:

No additional compensation
Amendment No. 5:

FY 2022/2023 not to exceed $929,837, as more
particularly described in Exhibit B-1
Grand Total Not to Exceed: 14,578,399.00

AMENDMENT NO. 5 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE

OPERATION OF CERTAIN PARKING FACILITIES
This Amendment No. 5 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and Parking Concepts, Inc. (hereinafter called "OPERATOR") dated August 1, 2013 and identified as Contract No. 238-13, as amended by Amendment No. 1 dated August 18, 2015 and identified as Contract No. 434-15, as amended by Amendment No. 2 dated November 21, 2017 and identified as Contract No. 623-17, as amended by Amendment No. 3 dated December 7, 2019 and identified as Contract No. 668-19, as amended by Amendment No. 4 dated February 9, 2022 and identified as Contract No. 126-22 (as so amended, the “Agreement”), copies of which are on file in the City Clerk’s office.

NOW, THEREFORE, the parties agree as follows:

RECITALS
A. CITY entered into a written agreement with OPERATOR to provide operation of certain parking facilities, which was previously amended.

B. CITY and OPERATOR desire to further amend the Agreement to compensate OPERATOR for Fiscal Year 2022/2023 and modify the Time of Performance provision.

Section 1. The CONSIDERATION shall be amended as set forth on cover page.

Section 2. Section 2 of the Agreement entitled “Time of Performance” shall be amended as follows:

-4- B0785-0001\2681890v2.doc
“Section 2. Time of Performance. OPERATOR shall commence its services under this Agreement upon the Commencement Date. OPERATOR shall complete the performance of services by the Termination Date set forth on cover page.

The City Manager or his designee may extend the time of performance in writing for two additional 90-day terms or such other term not to exceed 180 days from the date of the original Termination Date set forth on the cover page of the Agreement and pursuant to the same terms and conditions of the Agreement.”
Section 3. Exhibit B-1, Consideration, shall be amended and restated as attached hereto and incorporated herein. Section 4. The Recitals contained in Amendment No. 4 are hereby incorporated by reference into the Agreement.

Section 5. Except as specifically amended by sections 3 and 4 of Amendment No. 3, the Recitals contained in Amendment No. 4, and this Amendment No. 5, 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
[Signatures continue]
DocuSign Envelope ID: DF2FE487-C8C8-43CD-8567-18C909F09DAE -5- B0785-0001\2681890v2.doc
OPERATOR: Parking Concepts, Inc.

ROBERT HINDLE
Vice President

GILL BARNETT
Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT: _____________________________ _______________________________ LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
_______________________________ SHANA E. EPSTEIN
Director of Public Works

DAREN GRILLEY
Assistant Director of Public Works/City
Engineer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: DF2FE487-C8C8-43CD-8567-18C909F09DAE

EXHIBIT A

ADDITIONAL SCOPE OF WORK
Amendment No. 5
Temporary Services:

In addition to the services set forth in Exhibit A, OPERATOR shall perform the following temporary services as requested by CITY’s Parking Services Manager in writing:

OPERATOR shall provide temporary staffing needs for CITY Parking Operations on a nonexclusive, as needed basis for the following Parking Positions:
· Parking Supervisor
· Parking Services Technician
· Parking Attendant (PT)
· Parking Specialist (PT)
· Parking Services Technician (PT)
For all positions, CITY shall approve a rate in writing derived from the published minimum hourly pay rate.

OPERATOR shall propose candidates to CITY and CITY shall have the right to reject any candidates or request the immediate removal of any OPERATOR employee already placed in CITY.

EXHIBIT B-1

CONSIDERATION
I. Original Agreement:

For the management and operation of the Facilities as outlined in Exhibit A, CITY shall pay OPERATOR a fixed annual management fee that includes OPERATOR’s overhead and profit and the cost of all required insurances with the exception of Worker’s Compensation.

OPERATOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)of the Agreement, if deemed appropriate by CITY.

OPERATOR shall be paid an hourly rate for any “as needed” parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item set forth in this Exhibit without prior written authorization from CITY.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and non-CITY approved expenses may be applied if deemed appropriate by CITY, A. Personnel and Labor Expense Rates
CITY shall reimburse OPERATOR for personnel costs and labor expenses at the following rates:

Wages Hourly Expenses
General Manager $ 36.06
Parking Manager $ 27.62
Guest Services
Ambassador $ 15.87
Supervisor $ 12.50
Attendants $ 9.00
Maintenance $ 9.00
Clerical $ 12.00

Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY’s Schedule of Fees and Charges, not to exceed 3%. Any such increase shall be approved in writing at the sole discretion of CITY.

Burden and Payroll Expenses
Year 1-3 Year 4-5
Payroll Tax 13.9% *
Workers Comp 10.7% *
Health/Welfare 13.7% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

B. CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERATOR for direct expenses for day to day operations as set forth in Attachment 1 to this Exhibit entitled City Base Operations Expenses Allowances.

Base Operations Expenses Allowances
Total not to
exceed
Insurance PL PD, included in management fee $ -
License & Permits $ 1,814
Repairs and Maintenance $ 6,600
Telephone (Including Cellular Services) $ 5,399
Materials and Supplies $ 2,637
Forms and Printing $ 15,996
Auditing $ 2,592
Network Access $ 1,440
Management Fee $ 66,813
TOTAL $103,291.00

C. Expenses Outside Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Other Expenses Directed by the City – One-Time Total
Parking Permit Management System $ 65,125
Valet Parking Management system $ 24,850
Parking Reservations System $ 29,475
TOTAL $ 119,450
Other Expenses Directed by the City – On-Going Total
Wayfinding and Directional Signage $ 25,350
Steam Cleaning / Power Washing $ 31,675
Special Event Labor $ 44,750
Parking Permit Management System $ 21,550
Valet Parking Management system $ 11,625
Parking Reservations System $ 18,450
Sweeping $ 24,275
Miscellaneous $ 40,000
TOTAL $ 217,675

II. Amendment No. 1:

OPERATOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by City as set forth in this Exhibit.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Consumer Price Index (CPI) associated with CITY’s Schedule of Fees and Charges, not to exceed 3%. Alternatively, commencing January 1, 2016, CITY may adjust the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator on an annual basis based on the State of California and City of Los Angeles’ Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing at CITY’s sole discretion.

Burden and Payroll Expenses
Year 1-3 Year 4-5
Payroll Tax 13.90% *
Workers’ Comp 10.70% *
Health/Welfare 13.70% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

Base Operations Expenses Allowances
Insurance PL PD, included in management fee $-
License & Permits $1,814
Repairs and Maintenance $6,600
Telephone (Including Cellular Services) $5,399
Materials and Supplies $2,637
Forms and Printing $15,996
Auditing $2,592
Network Access $1,440
Management Fee $66,813
TOTAL $103,291
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Other Expenses Directed by the City - One-Time
Parking Permit Management System $65,125
Valet Parking Management system $24,850
Parking Reservations System $29,475
TOTAL $119,450
Other Expenses Directed by the City - On- Going
Way finding and Directional Signage $25,350
Steam Cleaning / Power Washing $31,675
Special Event Labor $44,750
Parking Permit Management System $21,550
Valet Parking Management system $11,625
Parking Reservations System $18,450
Sweeping $24,275
Miscellaneous $40,000
TOTAL $217,675
III. Amendment No. 2:

OPERATOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by CITY as set forth in Subsection III of this Exhibit.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and non-CITY approved expenses may be applied if deemed appropriate by CITY.

B. Personnel and Labor Expense Rates
CITY shall reimburse OPERATOR for personnel costs and labor expenses at the following rates:

Wages Hourly Expenses
General Manager $36.06-
$43.27
Parking Manager $29.00
Guest Services Ambassador $16.87*
Billing Administrator $16.00
Supervisor $16.50
Attendants $13.00
Maintenance $13.00
*To be approved by CITY
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY’s Schedule of Fees and Charges, not to exceed 3% and shall automatically adjust to the State of California minimum wage requirement. Alternatively, commencing July 1, 2017, CITY may adjust the associated wages on an annual basis based on the State of California and City of Los Angeles’ Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing by the City Manager or his designee at CITY’s sole discretion. Wages for Attendants and Maintenance shall automatically adjust to at least $1.00 above State and local minimum wage rates.

Burden and Payroll Expenses
Year 1-3 Year 4-7
Payroll Tax 13.90% *
Workers’ Comp 10.70% *
Health/Welfare 13.70% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and local regulations. Any such increase shall be approved in writing by the City Manager or his designee at the sole discretion of CITY.

B. CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERATOR for direct expenses for day to day operations a s set forth in Attachment 1 to thisExhibit entitled City Base Operations Expenses Allowances.

Other Expenses Directed by the City - One-Time
Parking Permit Management System $65,125
Valet Parking Management system $24,850
Parking Reservations System $29,475
TOTAL $119,450

Other Expenses Directed by the City - On- Going
Way finding and Directional Signage $25,350
Steam Cleaning / Power Washing $31,675
Special Event Labor $44,750
Parking Permit Management System $21,550
Valet Parking Management system $11,625
Parking Reservations System $18,450
Sweeping $24,275
Miscellaneous $40,000
TOTAL $217,675
IV. Amendment No. 3:

OPERATOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section H(7)of Exhibit A of the Agreement, if deemed appropriate by CITY.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section H(7) of Exhibit A and non-CITY approved expenses may be applied if deemed appropriate by CITY.

A. Personnel and Labor Expense Rates
CITY shall reimburse OPERATOR for personnel costs and labor expenses at the following rates:

Wages Hourly Expenses
General Manager $33.65
Parking Manager $27.62
Guest Services Ambassador $18.00*
Billing Administrator $18.00
Supervisor $18.00
Clerical $18.00
Cashier $15.25
Meter Technician $18.50
Attendants $15.25
Custodial $15.25
*To be approved by CITY
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis on or after July 1, based on the Consumer Price Index (CPI) associated with CITY’s Schedule of Fees and Charges, not to exceed 3% and shall automatically adjust to the State of California minimum wage requirement. Alternatively, commencing July 1, 2020, CITY may adjust the associated wages on an annual basis based on the State of California and City of Los Angeles’ Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing by the City Manager or his designee at CITY’s sole discretion. Wages for Attendants and Maintenance shall automatically adjust to at least $1.00 above State and local minimum wage rates.

Burden and Payroll Expenses
Year 7-9
Payroll Tax 13.90%
Workers’ Comp 10.70%
Health/Welfare 15.12%

The associated burden and payroll expenses may be provided on an annual basis on or after July 1, based on the Consumer Price Index (CPI) associated with the Federal and local regulations. Any such increase shall be approved in writing by the City Manager or his designee at the sole discretion of CITY.

B. CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERATOR for direct expenses for day to day operations a s set forth in Attachment 1 to thisExhibit.

Base Operations Expenses Allowances (Annual)
Insurance PL PD, included in management fee --
License & Permits $1,836
Tax $160
Custodial Maintenance $6,600
Telephone (Including Cellular Services) and radio $5,399 Supplies $2,637
Forms and Printing $15,996
Auditing $2,592
Network Access $1,440
Management Fee $66,816
Uniforms $18,720
TOTAL $122,196
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require prior written approval by the City Manager or his designee prior to deployment:

The payment terms (either lump sum or time and materials basis) shall be set forth in the Individual Project Order (IPO) and agreed to by both parties in writing.

Other Expenses Directed by the City - On-Going (Annual) FY19/20 FY20/211 FY21/221
Signage $ 25,350 $ 25,350 $ 25,350
Steam Cleaning/Power Washing $ 31,675 $ 31,675 $ 31,675 Parking Permit Management System $ 21,550 $ 21,550 $ 21,550

Valet Parking Management System $ 11,625 $ 11,625 $ 11,625 Parking Reservations Systems $ 18,450 $ 18,450 $ 18,450 Power Sweeping $ 24,275 $ 24,275 $ 24,275
As-Needed Services2 $ 137,000 $ 142,535 $ 144,587
Temporary Services2 $ 176,000 $ 181,280 $ 186,718
Reimbursables2,3 $ 125,000 $ 130,050 $ 131,923
TOTAL: $ 570,925 $ 586,790 $ 596,153
1 If agreement is extended by the City.
2 Labor to be billed at the agreed-upon rates per this Subsection IV(A) of this Exhibit or cost proposals for new as-needed services not currently defined. 3 Rentals and services associated with special events and third-party billable and reimbursable expenses.

Beverly CañonFY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 TotalDirect ExpensesWages $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $51,600Payroll Taxes $598 $598 $598 $598 $598 $598 $598 $598 $598 $598 $598 $598 $7,172Workers Comp Ins $460 $460 $460 $460 $460 $460 $460 $460 $460 $460 $460 $460 $5,521Health & Welfare $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $7,802Insurance Included in Management FeeLicenses & PermitsTaxCustodial MaintenanceTelephone & Radio $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $900SuppliesForms & PrintingAuditing $0 $0 $43 $43 $43 $43 $43 $43 $43 $43 $43 $43 $430Network AccessUniformsTotal Other Direct $6,083 $6,083 $6,126 $6,126 $6,126 $6,126 $6,126 $6,126 $6,126 $6,126 $6,126 $6,126 $21,826Management Fee $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $4,800Total Direct $6,483 $6,483 $6,526 $6,526 $6,526 $6,526 $6,526 $6,526 $6,526 $6,526 $6,526 $6,526 $78,226 ATTACHMENT 1 TO EXHIBIT B-1, Page 1
9333 Third Street

FY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 TotalDirect ExpensesWages $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $200 $2,400Payroll Taxes $28 $28 $28 $28 $28 $28 $28 $28 $28 $28 $28 $28 $334Workers Comp Ins $21 $21 $21 $21 $21 $21 $21 $21 $21 $21 $21 $21 $257Health & Welfare $30 $30 $30 $30 $30 $30 $30 $30 $30 $30 $30 $30 $363Insurance Included in Management FeeLicenses & PermitsTaxCustodial Maintenance $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $70 $840Telephone & Radio $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $75 $900Supplies $48 $48 $48 $48 $48 $48 $48 $48 $48 $48 $48 $48 $576Forms & Printing $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $6,000AuditingNetwork Access $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $480UniformsTotal Other Direct $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $1,012 $9,749Management Fee $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $4,800Total Direct $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $1,412 $16,949 ATTACHMENT 1 TO EXHIBIT B-1, Page 2
450 CrescentFY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Total

Direct Expenses
Wages $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $8,092 $97,104Payroll Taxes $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $1,125 $13,497Workers Comp Ins $866 $866 $866 $866 $866 $866 $866 $866 $866 $866 $866 $866 $10,390Health & Welfare $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $1,224 $14,682Insurance Included in Management FeeLicenses & Permits $75 $75Tax $160 $160Custodial Maintenance $60 $60 $60 $60 $60 $60 $60 $60 $60 $60 $60 $60 $720Telephone & Radio $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $1,800Supplies $48 $48 $48 $48 $48 $48 $48 $48 $48 $48 $48 $48 $576Forms & Printing $375 $375 $375 $375 $375 $375 $375 $375 $375 $375 $375 $375 $4,500Auditing $86 $86 $43 $43 $43 $43 $43 $43 $43 $43 $43 $43 $602Network Access $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $480Uniforms $312 $312 $312 $312 $312 $312 $312 $312 $312 $312 $312 $312 $3,744Total Other Direct $12,377 $12,377 $12,334 $12,334 $12,334 $12,334 $12,569 $12,334 $12,334 $12,334 $12,334 $12,334 $51,227Management Fee $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $1,549 $18,588Total Direct $13,926 $13,926 $13,883 $13,883 $13,883 $13,883 $14,118 $13,883 $13,883 $13,883 $13,883 $13,883 $166,919 ATTACHMENT 1 TO EXHIBIT B-1, Page 3
Wallace Valet
FY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Total

Direct ExpensesWages $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $4,300 $51,600Payroll Taxes $598 $598 $598 $598 $598 $598 $598 $598 $598 $598 $598 $598 $7,172Workers Comp Ins $460 $460 $460 $460 $460 $460 $460 $460 $460 $460 $460 $460 $5,521Health & Welfare $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $650 $7,802Insurance Included in Management FeeLicenses & PermitsTaxCustodialMaintenanceTelephone & RadioSuppliesForms & PrintingAuditingNetwork AccessUniforms $312 $312 $312 $312 $312 $312 $312 $312 $312 $312 $312 $312 $3,744Total Other Direct $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $24,240 -- ------- - - - -
Management Fee $0Total Direct $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $6,320 $75,840 ATTACHMENT 1 TO EXHIBIT B-1, Page 4
Monthly BillingFY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Total

Direct ExpensesWages $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $3,900 $46,800Payroll Taxes $542 $542 $542 $542 $542 $542 $542 $542 $542 $542 $542 $542 $6,505Workers Comp Ins $417 $417 $417 $417 $417 $417 $417 $417 $417 $417 $417 $417 $5,008Health & Welfare $590 $590 $590 $590 $590 $590 $590 $590 $590 $590 $590 $590 $7,076Insurance Included in Management FeeLicenses & PermitsTaxCustodialMaintenanceTelephone & RadioSuppliesForms & PrintingAuditing $43 $43 $43 $43 $43 $43 $43 $43 $43 $43 $43 $43 $516Network AccessUniformsTotal Other Direct $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $5,492 $19,105Management Fee $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $400 $4,800Total Direct $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $5,892 $70,705 ATTACHMENT 1 TO EXHIBIT B-1, Page 5
PublicGardens
Garage at

MontageHotel
FY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 TotalDirect Expenses
Wages $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $43,708 $524,496PayrollTaxes $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $6,075 $72,905WorkersComp Ins $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $4,677 $56,121Health &Welfare $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $6,609 $79,304Insurance Included in Management FeeLicenses &Permits $1,761 $1,761TaxCustodialMaintenance $420 $420 $420 $420 $420 $420 $420 $420 $420 $420 $420 $420 $5,040Telephone &Radio $150 $149 $150 $150 $150 $150 $150 $150 $150 $150 $150 $150 $1,799Supplies $124 $124 $124 $124 $124 $124 $124 $124 $124 $124 $124 $124 $1,485Forms &Printing $458 $458 $458 $458 $458 $458 $458 $458 $458 $458 $458 $458 $5,496Auditing $87 $87 $87 $87 $87 $87 $87 $87 $87 $87 $87 $87 $1,044NetworkAccess $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $40 $480Uniforms $936 $936 $936 $936 $936 $936 $936 $936 $936 $936 $936 $936 $11,232

Total OtherDirect $63,284 $63,283 $63,284 $63,284 $63,284 $63,284 $65,045 $63,284 $63,284 $63,284 $63,284 $63,284 $236,667ManagementFee $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $2,819 $33,828Total Direct $66,103 $66,102 $66,103 $66,103 $66,103 $66,103 $67,864 $66,103 $66,103 $66,103 $66,103 $66,103 $794,991 ATTACHMENT 1 TO EXHIBIT B-1, Page 6
ConsolidatedFY2019/20 Jul-19 Aug-19 Sep-19 Oct-19 Nov-19 Dec-19 Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 TotalDirect Expenses

Wages $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $64,500 $774,000Payroll Taxes $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $107,586Workers Comp Ins $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $82,818Health & Welfare $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $117,029Insurance Included in Management FeeLicenses & Permits $1,836 $1,836Tax $160 $160CustodialMaintenance $550 $550 $550 $550 $550 $550 $550 $550 $550 $550 $550 $550 $6,600 Telephone & Radio $450 $449 $450 $450 $450 $450 $450 $450 $450 $450 $450 $450 $5,399Supplies $220 $220 $220 $220 $220 $220 $220 $220 $220 $220 $220 $220 $2,637Forms & Printing $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $1,333 $15,996Auditing $216 $216 $216 $216 $216 $216 $216 $216 $216 $216 $216 $216 $2,592Network Access $120 $120 $120 $120 $120 $120 $120 $120 $120 $120 $120 $120 $1,440Uniforms $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $1,560 $18,720Total Other Direct $94,568 $94,567 $94,568 $94,568 $94,568 $94,568 $96,564 $94,568 $94,568 $94,568 $94,568 $94,568 $362,813Management Fee $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $5,568 $66,816Total Direct $100,136 $100,135 $100,136 $100,136 $100,136 $100,136 $102,132 $100,136 $100,136 $100,136 $100,136 $100,136 $1,203,629 ATTACHMENT 1 TO EXHIBIT B-1, Page 7

V. Amendment No. 4:

No additional compensation.

VI. Amendment No. 5:

Deductions to monthly compensation may be applied pursuant to Section H(7)of Exhibit A of the Agreement, if deemed appropriate by CITY.

OPERATOR shall be paid an hourly rate for any “as needed” parking personnel in accordance with the hourly rates set forth in this Amendment. Expenses shall not exceed any budgeted line-item set forth in this Exhibit without prior written authorization from CITY.

CITY shall reimburse OPERATOR for personnel costs and labor expenses at the rates outlined in Attachment 2 to Exhibit B-1 and this Amendment No. 5.

ATTACHMENT 2 TO EXHIBIT B-1

HOURLY RATES
Amend #2 Amend #3 Amend #5
General Manager 36.06-43.27 33.65 37.00
Parking Manager 29.00 27.62 31.00
Guest Services
Ambassador

16.87 18.00 20.00
Billing Administrator 16.00 18.00 20.00
Supervisor 16.50 18.00 20.00
Cashier 15.25 17.00
Attendants 13.00 15.25 17.00
Custodial 13.00 15.25 17.00

Certificate Of Completion
Envelope Id: DF2FE487C8C843CD856718C909F09DAE Status: Sent Subject: Please DocuSign: Parking Concepts Facility Ops (238-13) AM5.pdf Source Envelope:

Document Pages: 34 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Flora Flowers
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
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Shana E. Epstein
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Attachment 2
AGREEMENT NO. I Z�<&'-1'3 I
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE OPERATION OF

CERTAIN PARKING FACILITIES
NAME OF OPERA TOR:

RESPONSIBLE PRINCIPAL
OF OPERA TOR: OPERA TOR'S ADDRESS: CITY'S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION: 80785-000 I \l 589476v3.doc
Parking Concepts, Inc. Robert Hindle, Vice President
1801 South Georgia Street
Los Angeles, CA 90015 Attention: Robert Hindle, Vice President City of Beverly Hills
455 N. Rexford Drive Beverly Hills, CA 90210 Attention: Chad Lynn, Director of Parking Operations
August 1, 2013
October 31, 2016, unless extended pursuant
to Section 2 of the Agreement
FY 2013-2014: not to exceed $1,239,018 as
more particularly described in Exhibit B-1
2014-2016: not to exceed $1,239,018 per fiscal year plus any COLA and/or CPI adjustments as set forth in Exhibit B-1
Not to exceed $119,450 as more specifically
described in Section C (Other Expenses Directed by City - One Time) of Exhibit B-1

AGREEMENT BETWEEN THE CITY OF BEYERL Y HILLS
AND PARKING CONCEPTS, INC. FOR THE MANAGEMENT

AND OPERATION OF CERTAIN PARKING FACILITIES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Parking Concepts, Inc. (hereinafter called "OPERA TOR").

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. OPERATOR's Services. OPERATOR 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. Time of Performance. OPERA TOR shall perform the Services on or by the Termination Date set forth above. The City Manager or his designee may extend the time of performance in writing for three additional one-year periods pursuant to the same terms and conditions of the Agreement, upon written notice to OPERA TOR thirty (30) days prior to the expiration of the current term.

Section 3. Compensation. CITY agrees to compensate OPERATOR, and OPERA TOR 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-1, attached hereto and incorporated herein. Said Consideration shall constitute reimbursement of OPERATOR'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 OPERA TOR said Consideration in accordance with the schedule of payment set forth in Exhibit B-2, attached hereto and incorporated herein.

Section 4. Independent Contractor. OPERATOR 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 OPERATOR or any of OPERATOR's employees, except as herein set forth. OPERA TOR 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. OPERATOR shall not assign or attempt to assign any portion of this Agreement without the prior written approval of CITY. -2- B0785-000 I \J 589476v3.doc
Section 6. Responsible Principal(s)
(a) OPERATOR's Responsible Principal set forth above shall be principally responsible for OPERATOR's obligations under this Agreement and shall serve as principal liaison between CITY and OPERA TOR. Designation of another Responsible by OPERA TOR 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. OPERATOR represents that it has, or shall secure at its own expense, all personnel required to perform OPERATOR's Services under this Agreement.

All personnel engaged in the work shall be qualified to perform such Services.

Section 8. Interests of OPERATOR. OPERATOR 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 OPERA TOR.

Section 9. Bonds. OPERATOR shall obtain and provide the following bonds during the term of this Agreement which shall be executed by an admitted surety insurer which has been given a B+;VII or higher rating by the most recent edition of Best's Insurance Guide and which is authorized to issue bonds in the State of California through an authorized agent with an office in California.
(a) Fidelitv Bond. A blanket fidelity bond or comparable honesty bond or crime coverage, in a form satisfactory to the City Attorney, protecting CITY against financial loss caused by any dishonest act of OPERA TOR or OPERA TO R's employees. The bond shall have a minimum limit of $10,000 and CITY shall be named as a loss payee. (b) Performance Bond. A faithful performance bond, in a form satisfactory to the City Attorney, covering faithful performance of the Agreement and payment of obligations arising thereunder in the amount of $1,300,000.
( c) Payment Bond. A payment bond, in a form satisfactory to the City Attorney, in the amount of $1,300,000.

Section 10. Insurance.
(a) OPERATOR 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 OPERA TOR.
(b) OPERATOR 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 -3- 80785-000 I \15894 76v3.doc Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by OPERA TOR in performing the Services required by this Agreement. (c) OPERATOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Garage Keepers Legal Liability with a limit of not less than $1,000,0000 (One Million Dollars) per occurrence. If the insurance includes a general aggregate limit, that limit shall apply separately to this contract or it shall be at least twice the required per occurrence limit. ( d) OPERA TOR agrees to maintain in force at all times during the performance of work under this Agreement workers' compensation insurance as required by law. (e) OPERATOR shall require each of its sub-consultants or sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (f) 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. (g) OPERA TOR 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 OPERATOR's expense, the premium thereon.
(h) At all times during the term of this Agreement, OPERATOR 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. OPERATOR shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The policies of General Liability, Vehicle Liability and Garage Legal Liability insurance required by this Agreement shall contain an endorsement naming CITY as an additional insured. All of the 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 this Agreement.
(i) The insurance provided by OPERATOR 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. At the option of CITY, OPERA TOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or OPERATOR shall procure a bond guaranteeing payment of losses and expenses.

Section 11. Indemnification. OPERATOR 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, attorneys fees -4- 80785-000 I \15894 76v3.doc and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of OPERA TOR or any person employed by OPERA TOR in the performance of this Agreement.

Section 12. Termination.
(a) CITY may cancel this Agreement at any time upon at least five (5) days written notice to OPERA TOR. OPERA TOR 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 OPERATOR, OPERATOR shall be paid full compensation for all Services performed by OPERATOR, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, OPERA TOR 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 OPERATOR for the full performance of the Services required by this Agreement.

Section 13. CITY's Responsibility. CITY shall provide OPERATOR with all pertinent data, documents, and other requested information as is available for the proper performance of OPERATOR's Services.

Section 14. 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 OPERA TOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 15. License and Permits. OPERATOR shall obtain and pay for all permits and licenses required by federal, state or local law, rule or regulation. Such permits shall not be subject to reimbursement.

Section 16. Changes in the Scope of Work. CITY shall have the right to order, in writing, changes in the scope of work or the Services to be performed. Any changes in the scope of work requested by OPERATOR must be made in writing and approved by both parties.

Section 17. Notice. Any notice required to be given to OPERATOR shall be deemed duly and properly given upon delivery, if sent to OPERA TOR postage prepaid to OPERATOR's address set forth above or personally delivered to OPERATOR at such address or other address specified to CITY in writing by OPERA TOR.

Any notice required to be given to CITY shall be deemed duly and properly given upon delivery, if sent to CITY postage prepaid to CITY's address set forth above or personally delivered to CITY at such address or other address specified to OPERA TOR in writing by CITY.

Section 18. 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 -5- B0785-000 I \l 589476v3.doc
entitled to recover, in addition to any other amounts, reasonable attorney's fees and costs of such litigation.

Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and OPERA TOR, 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 OPERATOR.

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. 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.

California.

EXECUTED the 2,J day of __ :Jjt>= �\�'j+----2013, at Beverly Hills, A. MIRISCH
ay of the City of Beverly Hills,
C if rnia
ATTEST:
c:z. _
.- -�--+---r--��-='----+-- -(-SEAL)
�E -6-
80785-000 I \l 589476v3 .doc
B0785-000I \l 589476v3.doc -7-
�
PARKING CONCEPTS, INC.
��

ROBERT HINDLE
Secretary
l
LAURE�NCES.WIENER �
City Attorney
80785-0001 \I 589476v3.doc -8-
ENT:

D�
irector of Administrative Services/CFO
�-
Risk Manager
Exhibit A
Scope of Services
Pursuant to the terms and conditions outlined in this Agreement, OPERA TOR shall perform the following accounting and administrative duties with respect to all parking garages managed by the City (19 in total):
• Invoicing, collection and reporting of all revenue generated from monthly contract parking (for all parking garages operated by the City). o Note: OPERATOR shall use its current Accounts Receivable ("AIIR ") system for invoicing and reconciliation. During the Term of the Agreement, CITY reserves the right to purchase an AIR system; moreover, once purchased and implemented, OPERATOR agrees to utilize CITY owned system. In addition, OPERATOR shall assume primary and complete responsibility for all aspects of the daily operation of certain CITY-operated off-street parking garages (the "Facilities") itemized below that are currently owned by the City Parking Authority (the "Authority") or CITY, and managed by CITY:
• Public Gardens Garage at the Montage Hotel (241 N. Cannon Drive/240 N. Beverly Drive:
• 450 N. Crescent Drive • 9333 W. 3rd Street (Pay-on-Foot Revenue Collection Only); Additionally, OPERATOR shall be responsible for the following:
• 438 N. Beverly Drive/439 N. Canon Drive
o (Valet Services: Thursday, Friday, Saturday 9:00 AM until 5:00 PM or as directed by CITY, labor only; no revenue collection responsibilities); • Wallis Annenberg Center for the Performing Arts
o Valet Services on a per event basis
• Additional personnel for business needs as directed by CITY.

The scope of work shall consist of all aspects of operating the Facilities, including, but not limited to, maintenance, revenue collection and control, and staffing.

OPERA TOR shall operate and maintain the Facilities in a manner consistent with that of a FirstClass parking operation ( e.g. one which upholds quality standards similar to a premium hotel in a major metropolitan market). EXHIBIT A 80785-000 I \1589476v3 .doc Parking Rates and Hours of Operation. The maximum permissible rates charged at the Facilities are determined by the City Council or Parking Authority Board of Directors, and all rates are published in the annual schedule of fees and charges. Current facility information and rates are shown below:

Facility/Job Description Hours of Operation Rates Capacity $0.00 first hour
Public Gardens Garage at the $0.00 second hour Montage Hotel $3.00 per half-hour Structure (SelfNalet) 24n $5.00 after 6PM Total: 1, 164 Pay-on-Foot Daily Max. $22.00 Event: $8.00
Monthly: $110.00 $1.00 first hour
Monday-Saturday 7:00AM -11 :OOPM $1.00 second hour 450 N. Crescent $3.00 per half-hour Structure (SelfNalet) Closed Sundays (Hours are subject to $6.00 Early Bird Total: 451 Pay-on-Foot change with the opening of the $5.00 after 6PM Annenberg Center) $22.00 Daily Max. $75.00 Monthly $1.00 first hour
9333 W. Third Street $1.00 second hour Structure (Self Park) 24n $1.00 per half-hour Total: 549 Pay-on-Foot $5.00 after 6PM Fleet: 187 Daily Max. $10.00 Monthly: $65.00 Collection, invoicing and
reporting of all monthly
All Locations parking revenue N/A
generated. 438 N. Beverly Drive/439 N. Thursday, Friday, Saturday Valet Services: No Cannon Drive 9:00 AM until 5:00 PM (Hours subject to revenue collection N/A change at CITY's discretion) responsibilities
Annenberg Theatre for the As required Valet Services N/A Performinq Arts Monthly Parking. The Facilities are operated as public parking locations with the primary focus being on short-term transient parking for businesses located in the general vicinity of the Facilities. Monthly parking is permitted to the extent that transient parking is not negatively impacted. CITY shall authorize the approved number of monthly parking permits and the rate, as set forth in the Schedule of Fees and Charges.

OPERATOR's responsibilities shall include the collection, invoicing, deposit, reconciliation and reporting of monthly parking revenues for all CITY Facilities; currently (19) locations in total. Additional locations may be added as necessary by CITY.

CITY reserves the right to participate in the selection and removal of personnel, and will require OPERA TOR to provide additional personnel or modify its operating procedures at the sole discretion of CITY. -2- EXHIBIT A 80785-000 I \1589476v3 .doc
In addition to the staffing required for the daily operation of the Public Gardens at the Montage Hotel and 450 N. Crescent Facilities, monthly invoicing, collection and reporting, and the collection of the pay-on-foot device at 9333 W. Third Street, OPERATOR shall also provide staff to perform valet Services on Thursday, Friday and Saturday (9:00 AM until 5:00 PM) at 438 N. Beverly/439 N. Canon (or as directed by CITY), and valet Services on an as needed basis for the Wallis Annenberg Center for the Performing Arts ("Annenberg") valet parking operation. The dates and times OPERA TOR provides valet service for the Annenberg will be determined based upon weekly coordination meetings between OPERA TOR and Annenberg representatives.

All work performed with regard to the 438 N. Beverly/439 N. Canon and Annenberg valet Services shall be reimbursed by CITY for the expenses incurred. OPERA TOR shall invoice CITY for each hour of service provided at the agreed rates set forth in Exhibit B-1, which will include OPERA TOR' s overhead and profit and the cost of all required insurances including Worker's Compensation. When directed by CITY, OPERATOR shall provide additional labor to handle business needs (i.e. valet assist or stacked parking during the holiday season, special events, parking for private parties accommodated in a structure, added staff at another facility, etc.) and shall receive compensation from CITY for OPERATOR's personnel for the personnel costs set forth in Exhibit B-1.

A. Job Descriptions. The following are job descriptions of key OPERATOR personnel:

1. General Manager. OPERATOR will name a General Manager ("GM") who has responsibility for all activities at the Facilities. GM will work cooperatively with CITY and all relevant stakeholders. GM shall maintain a highly visible presence within the Facilities, including on selected weekends and during periods of heightened activity. GM is responsible for overseeing all aspects of the parking operations including, but not limited to:
a. Daily revenue collection and deposits;
b. Supervising, planning, and scheduling employee duties; c. Hiring and dismissing employees; d. Evaluating employee performance; e. Counseling and disciplining employees; f. Investigating and responding to customer complaints; g. Resolving conflicts; h. Overseeing the operation of the revenue control equipment.

1. Overseeing the removal of cash from the Facilities and ensuring that each of the Facilities is adequately staffed at all times. Recommending operational enhancements and providing revenue forecasts for proposed parking rate adjustments to CITY, and ensuring that all problems within the Facilities are addressed and corrected.

2. If OPERATOR finds it necessary to replace the GM following commencement of this Agreement, the Department of Public Works and Transportation- ("DPWT") Parking -3-

EXHIBIT A
80785-000 I \l 589476v3.doc
Division staff shall participate in and have the right to approve or reject the selection of a replacement GM.

3. Parking Manager. The Parking Manager (the "PM") shall support the GM in all aspects of parking facility operations for the parking facility they are assigned to manage. Duties include but are not be limited to overseeing the administration of the parking office, developing procedures, processing paperwork, planning work schedules, reviewing and approving documents, monitoring employee performance, counseling employees, coordinating employee work activities, counting money, investigating revenue discrepancies, auditing employee and customer use of monthly key cards, ensuring that revenues collected are accurately recorded and properly secured, coordinating bank deposits, reviewing and preparing parking revenue reports, conducting parking facility inspections, responding to customer concerns and complaints and ensuring that their assigned facility is sufficiently staffed at all times. PM shall also conduct routine inspections of the parking facility on a daily basis. Daily inspections shall be documented in the form of a checklist or log and will be available to CITY staff upon request. Inspections shall include but not be limited to maintenance, cleanliness, safety hazards, public safety, proper functioning of revenue control equipment, attendant performance and cash and accounting audits.

4. Customer Service Ambassador (Temporary Position at the direction of CITY) CITY is known world-wide as a destination synonymous with luxury and impeccable service. When visitors come to CITY they expect to be greeted by a friendly face that will go the extra mile to assist every need they may have. The Customer Service Ambassador (the "CSA") is a temporary position that is responsible for supporting the GM and PM in all aspects of customer service for the parking facility they are assigned. Duties include, but are not limited to, handling customer inquiries and complaints, assisting customers with the payment of parking fees at the automatic payment machines, completing incident reports and acting as an ambassador for the parking facility.

5. Maintenance Attendant- The Maintenance Attendant (the "MA") will clean and maintain the Facility on a daily basis. The MA responsibilities include, but are not be limited to daily sweeping garage parking levels, including the entrance and exit ramps, picking up trash and debris, sweeping, policing and mopping the garage stairwells, cleaning and maintaining the area immediately surrounding the elevator vestibules, escalator core, and parking office, emptying waste baskets, cleaning and emptying ashtrays, touch-up painting, directing traffic and periodic placement and removal of directional sign stands and rubber traffic cones (weighing up to 25 pounds). This MA may interact with the public at times, by directing traffic and answering questions B. Operations.

I. Employee Training and Development - OPERA TOR has reviewed the Beverly Hills Ambassador Program, and shall provide a formal training program for all new hires to develop their skills and abilities for achieving quality work performance consistent with the Beverly Hills Ambassador Program. The program shall involve classroom and field instruction, encourage employee participation and include, but not be limited to, cashier -4-

EXHIBIT A
80785-000 I \l 589476v3.doc
training, reporting procedures, maintenance and safety standards and inspections, ticket transactions, professional conduct, customer service and effective communication techniques, dispute handling, emergency, and safety procedures and security measures.

OPERA TOR shall provide refresher training courses to existing employees every six months.

2. Employee Quality of Service - OPERATOR shall maintain the highest degree and standards of courtesy on the part of its employees. Employees shall perform assigned duties in an orderly and professional manner. Employees shall be able to communicate effectively in English, be respectful of others and not engage in profanity, unsafe or illegal behavior or speaking languages other than English while on duty.

3. Uniforms and Appearance - OPERATOR shall furnish all employees with uniforms acceptable to CITY consisting of a jacket, shirt, and full-length pants. Employees shall be attired in clean uniforms bearing the CITY stating: "as Operated by Parking Concepts, Inc.", and be well-groomed at all times while on duty. Employees will wear name tags to clearly identify themselves to the public and CITY staff.

4. Required Equipment. Prior to the commencement of parking operations, the OPERA TOR shall purchase certain equipment and supplies required to operate the Facilities in a manner consistent with that of a First-Class operation, as detailed below.

5. Parking Management Office. The Facilities each contain a Parking Management Office. OPERA TOR will outfit each office with resources that include but are not limited to the following: furniture, personal computers, printers, telephones, safe(s), facsimile machine, photocopy machine, time clock and any other equipment or materials necessary to effectively administer the operation of the Facilities. Equipment shall be the responsibility and property of OPERATOR.

6. Telecommunications Equipment. OPERATOR shall be responsible for the provision of at least one business telephone for the Parking Management Office, and for telecommunication Services for the Facilities, the cost of which shall be considered an operating expense; however, long distance telephone charges will not be reimbursed by CITY. All telecommunication equipment shall be operational during regular hours of operation and remain as property of CITY upon termination of this Agreement.

If some offices are already equipped with two-way radios owned by CITY, such items will be inventoried, utilized by OPERA TOR and remain the property of CITY upon termination of the Agreement.

EXHIBIT A
B0785-000l\1589476v3.doc
fixtures and art work within the elevator lobbies and escalator landing areas shall be provided by CITY and therefore, shall not be included in OPERATOR's scope of Services. OPERATOR shall notify CITY whenever problems, unusual circumstances or outages occur at any of the Facilities.

8. Security Services. OPERATOR is not responsible for providing security Services or to engage a qualified third-party firm for such Services. However, OPERA TOR shall maintain a presence at each parking facility, and notify CITY whenever problems or unusual circumstances occur regarding security and/or security equipment at any of the Facilities.

B. Maintenance Services. OPERATOR shall maintain the Facilities in good order, condition and repair consistent with that of a First-Class parking operation.

Responsibilities shall include, but will not be limited to, the following:

1. Cleaning. OPERA TOR shall remove all papers, debris, refuse and surface waters and thoroughly sweep paved areas on a daily basis. Stairwells shall be swept and cleaned on a daily basis. No garbage or trash shall be permitted to accumulate, except in covered containers of a type approved by CITY. OPERATOR shall provide for regular trash collection Services so as to maintain a clean and safe environment within the garage.

Trash receptacles shall be cleaned and oil and grease deposits shall be removed from the parking surface, as needed.

2. Power Sweeping. Power sweeping shall be performed at the direction of CITY, and OPERA TOR shall be reimbursed for any direct expenses incurred.

3. Steam Cleaning. Steam cleaning shall be performed at the direction of CITY, and OPERA TOR shall be reimbursed by CITY for any direct expenses incurred for this action.

4. Entrance/Exit Plaza. OPERA TOR shall maintain, repair, and replace parking area entrance, exit and directional signs, markers and lights required for safety. OPERATOR will periodically paint curbs within the Facilities to maintain a clean appearance. All work described shall be subject to the approval of CITY, and will be reimbursed for the direct expenses incurred before installation.

5. Lighting. CITY shall clean lighting fixtures, re-lamp and re-ballast on an as needed basis. Facilities will remain lighted for security purposes seven days per week, 365-days per year, and lighting shall be uniformly distributed throughout the Facilities.

OPERA TOR shall notify CITY whenever problems, unusual circumstances or outages occur at any of the Facilities.

6. Graffiti Removal. CITY shall remove graffiti from the Facilities and paint and/or touch up garage surfaces and fixtures, as necessary. OPERA TOR shall notify CITY whenever problems or unusual circumstances occur at any of the Facilities. -6- EXHIBIT A 80785-000 I \J 589476v3.doc

7. Fire Alarm Monitoring. CITY shall maintain and oversee the operation of the fire alarm system within each individual Facility (if applicable). OPERA TOR shall notify CITY whenever problems or unusual circumstances occur at any of the Facilities.

8. Exhaust Maintenance. OPERATOR shall maintain and oversee the operation of the exhaust system within each parking facility (if applicable). All work performed will be reimbursed for the direct expenses incurred.

9. Other Services. CITY reserves the right to request OPERATOR to perform other Services in special circumstances; the initial cost of which shall be assumed by OPERATOR. The direct expenses incurred for these Services shall be reimbursed during the month incurred upon presentation of substantiating invoices and prior written approval by CITY to perform said Services, at an agreed-upon price. Such Services may include but will not be limited to the purchase of equipment and supplies, installation of materials and equipment and performance of special maintenance activities in connection with the Facilities.

10. Parking Access and Revenue Control System ("P ARCS"). OPERA TOR shall oversee the operation of the P ARCS daily and also work closely with CITY and their parking equipment service provider Sentry Control Systems (the "Contractor"), to ensure the PARCS are fully operational. OPERATOR shall monitor the service and repair of the equipment, including recording the removal of equipment and/or parts and maintaining an accurate spare parts inventory.

OPERA TOR and its personnel shall be trained in the proper use of the P ARCS and related software, and maintain the ability to generate comprehensive reports including the following, and any other reports requested by CITY:
• Daily event log; • Shift reports; • POF reports; • Transaction reports; • Credit card reports; • Exception reports; • Validation reports; • Outstanding ticket reports; • Daily and monthly summary reports; • Activity and use report.

EXHIBIT A
80785-000 I \1589476v3.doc

11. Signage. OPERATOR shall clean, maintain, re-lamp and repair all existing signs in the Facilities, including parking rate signs, directional and other signage related to parking functions. OPERATOR will not be responsible for directional signage pertaining to the elevator and escalator core, pedestrian only landing areas and elevator lobbies. OPERA TOR may be required to provide additional signage in the Facilities from time to time, at CITY's expense, subject to the approval of CITY before installation. All work will be performed at the direction of CITY and will be reimbursed for the direct expenses incurred.

C. General Requirements. OPERA TOR shall abide by the stated general requirements throughout the term of the Agreement. General requirements include but will not be limited to the following:

I. Operations Office. A central office and records retention area shall be provided by CITY (if not available within the Facilities). OPERATOR shall maintain 24-hour telephone service for emergency contact. Emergency contact information shall be available to the DPWT - Parking Division. OPERA TOR shall answer the emergency number at all times, respond to any call within 30 minutes and notify DPWT - Parking Division if and when the Emergency number is changed.

2. Reserved Spaces. No spaces shall be reserved for certain patrons or businesses without prior written approval by CITY.

3. Restriction on Use. OPERATOR, in its operation of the Facilities, shall be subject to all orders, directions or conditions issued by CITY and all Federal, State, and Municipal Laws, Regulations and Codes. Other uses, including but not limited to the storage of vehicles, film permit related usage, public and private events and retail or wholesale commercial activities are permissible only with a written request to and advance written approval by CITY.

4. Improvements and Alterations. No improvements, structures, facilities, alterations or additions shall be made to or upon a parking facility by OPERA TOR without the prior written consent of the DPWT - Parking Division.

5. Non-Parking Revenues. OPERATOR shall not enter into any agreements concerning non-parking uses of the Facilities without the prior written consent of the DPWT - Parking Division. Non-parking uses shall include but will not be limited to product promotions, commercial advertising on CITY property or on ticket stock.

Revenue generated by such non-parking uses shall be identified and reported monthly as revenue from the Facilities.

D. Bank Deposits. The bank deposit requirements for the operation of the Facilities are described in this section. OPERA TOR shall abide by the stated requirements throughout the term of the Agreement. The requirements include but will not be limited to the following:

1. Revenue Collection. OPERA TOR shall implement revenue control procedures to account for parking fees collected, tickets issued, collected and lost. Daily reports and logs that contain the name of the parking personnel who open and close the POF devices, opening and closing ticket numbers and a list of overnight vehicles with amount due, -8- EXHIBIT A B0785-000 I \1589476v3.doc
shall be maintained. OPERATOR shall implement a secure system for collecting and moving cash from cashier areas or POF devices to the Facility's management office.

OPERATOR shall ensure that all revenue is accurately counted and secured in a safe(s) and that security procedures are implemented that prevent theft or expose pilferage. OPERATOR's proposed methodology for Revenue Control, and Collection, shall be summarized in their submittal response to this RFP.

2. Bank Deposits. OPERA TOR shall deposit daily, all gross revenues collected from the Facilities into CITY's bank account. Deposits shall be made by the close of the next business day following the day on which revenue is collected.

OPERATOR shall transmit a daily listing of deposits to the DPWT - Parking Division electronically or by facsimile each business day. OPERATOR shall be responsible for safekeeping parking revenue at all times, including overnight and on weekends, until revenue is deposited into CITY account.

OPERA TOR shall transport all revenue via a CITY-contracted armored transport carrier contracted at CITY' s expense.

Gross revenue shall include all revenue generated from the Facilities including but not limited to parking fees collected for daily transient parking, monthly parking permits, special events and any other revenue designated by the DPWT - Parking Division.

3. Delinquent Deposits. If OPERA TOR' s deposit of gross revenue due to CITY is delinquent; not received by the close of the next business day following the day on which the revenue is collected, OPERATOR shall be subject to monetary penalties in accordance with the following schedule: a. If deposited within one to 30 calendar days after due date, a penalty of up to five percent (5%) of the amount of the gross revenue due may be assessed by CITY. b. If deposits of gross revenue are delinquent for over 30 calendar days after the due date, a penalty of up to ten percent (10%) of the amount of the gross revenue due may be assessed by CITY.
c. In either instance, CITY shall have the right to attach or garnish OPERATOR's Performance Bond to cover the delinquent amount due, plus any assessed late payment fees.
d. CITY retains the right to waive or reduce penalties assessed pursuant to this section at its reasonable discretion.

6. Petty Cash Account. OPERA TOR shall maintain a petty cash account to ensure timely deposits of all gross revenues into CITY bank account. The petty cash account shall also be used to cover all change or replenishment needed for the POF devices at the Facilities. -9-

EXHIBIT A
80785-000 I \15894 76v3 .doc
E. Performance Criteria

1. Start-Up Penalties. OPERATOR shall be required to commence operation of the Facilities on August 1, 2013. Should OPERATOR fail to commence operation of the Facilities in compliance with the stated commencement date, CITY reserves the right to assess OPERATOR penalties in the amount of$15,000 per day.

2. Meetings. Meetings between OPERATOR and responsible CITY representative(s) will be held at the direction of CITY at the DPWT Building, located at 345 Foothill Road, Beverly Hills, CA, 90210 or at another mutually agreed upon site on an agreed upon date and time.

3. Complaint Log. OPERATOR shall resolve operational problems and/or patron complaints and accurately report complaints to CITY within twenty-four hours and provide follow up written report within ten days of an incident. OPERA TOR shall maintain a written log of all complaints and other unusual incidents that may occur from time to time. OPERA TOR shall note the location, date and time as well as the action taken or the reason for non-action. The complaint log shall be available for inspection by the DPWT - Parking Division staff at all times.

4. Reporting Requirements. OPERA TOR shall submit the following monthly reports, as deemed necessary by CITY:

1. Monthly Operations Summary. A Summary of Operations report shall be turned in no later than the fifteenth of each month for the reporting period. Report shall include, but not be limited to, parking utilization by the parking facility, tickets issued by the parking facility, permitted non-parking uses by the parking facility, validated tickets by parking facility and other noteworthy actions not specifically covered in other reports. Reports shall be submitted to the DPWT - Parking Division.

11. Incident Notification. Incidents involving fire and/or law enforcement authorities or reports of personal injury resulting from incident(s) in the Facilities shall be reported to the DPWT - Parking Division immediately, followed by a written incident report submitted within seven calendar days of the incident. m. Statement on Auditing Standards No. 70. At the direction of CITY, OPERA TOR shall engage an independent CPA to examine and report on controls and obtain an objective evaluation of the effectiveness of controls that address operations, compliance and financial reporting.

5. Approved Use of the Facilities. OPERATOR shall immediately advise the DPWTParking Division of the nature of any requests for use of the Facilities other than for regular fee parking. Any such use shall be approved subject to the prior written approval of CITY.

6. OPERATOR's Books and Records/Audits and Inspections. CITY staff will meet with OPERATOR to review record keeping methodologies necessary to ensure adequate reporting to CITY. -10- EXHIBIT A 80785-000 I \15894 76v3.doc
At any time during normal business hours and as often as CITY deems necessary, OPERATOR shall make available to CITY for examination, all books, ledgers, journals and accounting records that reflect receipts derived from the operation of the Facilities as well as accounting records that pertain to expenditures relative to the operation and maintenance of the Facilities.

CITY will retain the authority to audit, examine and make excerpts or transcripts from records, including but not limited to all contracts, invoices, materials, payroll and personnel records and other documents or statistical data relating to the operation of the Facilities. The aforementioned records and all source documents including, but not limited to, tickets/ticket stubs, receipt for monthly parking, logs, validation receipts, daily bank deposit slips, invoices of Services and other related records, shall be retained by OPERA TOR for a period of not less than (3) three-years, or until the examination of the source documents are completed and audit reports are finalized, whichever is later.

In the event OPERA TOR fails to provide CITY with the requested documents, including but not limited to books, ledgers, journals, accounting records or source documents during the examination and audit, OPERATOR shall be fined a penalty of $10,000.00 (Ten Thousand Dollars) for each audit or examination. CITY retains the right to waive or reduce such penalties or implement other remedies, at its reasonable discretion. CITY will also have the right to terminate the Agreement pursuant to Section 12 of the Agreement. In the event CITY discovers unreported revenue during the examination and audit, OPERATOR shall pay CITY the entire unreported amount and a penalty of $500.00 (Five Hundred Dollars) for each incident, plus 1 % (One Percent) accrued interest per month. An additional 1 % (One Percent) interest may apply until the requested unreported revenue is paid in full. This Agreement may also be terminated pursuant to Section 12 as a result of any unreported revenue.

CITY retains the right to dispatch auditors to the Facilities at any time. OPERA TOR will provide an adequate private working area for CITY auditor. Auditor shall have ready access to a photocopy and facsimile machine, and shall be allowed to interview any employee of OPERA TOR. Testing and sampling methods may be used in verifying reports submitted by OPERATOR. Deficiencies ascertained by the use of such testing and sampling methods, by applying the percentages of error obtained from such testing and sampling to the entire period under examination, will be binding and admissible in court to prove any amount due CITY from OPERATOR. This will not prevent OPERA TOR from producing actual records and figures in court to rebut the sampling methodology. CITY will then conduct an audit of all the records for the audit period.· In the event the deficiency is determined to be 2% or more of the amount of revenue actually reported to CITY, OPERATOR shall pay for the entire cost of the audit.

7. Monthly Compensation Deductions
For the purposes of monthly compensation fee deductions, "Office Employee" is defined as any individual performing duties as the General Manager, or Parking Manager. "Field Employee" is defined as any individual performing duties as a Customer Service -11- EXHIBIT A 80785-000 I \15894 76v3.doc
Ambassador, Maintenance or Valet Attendant. "Paperwork" is defined as any documents used by OPERA TOR at the direction of CITY to record daily business activities including but not limited to payroll records, incident reports, monthly revenue reports, fee collections, parking validations, over and under-rings, and bank deposits.

Upon review of the operation of the Facilities and required reports, CITY retains the right to deduct fees from OPERATOR's monthly compensation under any of the following conditions:
• $25.00 per day for each individual page of paperwork that OPERATOR processes and fails to submit to CITY at the direction of CITY.
• $25.00 per day for each individual page of paperwork that OPERATOR submits to CITY that is not properly corrected, missing required information or contains inaccuracies. • $50.00 for each instance that an Office Employee or Field Employee is absent from an assigned work area for reasons of abandonment or personal, non-emergency interest. Such penalty will not preclude OPERA TOR from initiating employee disciplinary action.
• $50.00 for each instance that an Office Employee or Field Employee rudely interacts with a customer while performing his/her duties.
• $200.00 will be deducted for each day OPERATOR fails to submit the required Monthly Summary of Operations report by the end of the business day on the due date.
• $200.00 for each instance that a Field Employee fails to adequately anticipate the need for open lanes by not scheduling off-peak period employee breaks, thereby resulting in excessive exiting delays for the general public. • $200.00 for each instance that a Field Employee engages in activity that detracts from a professional and alert stance while on duty (including, but not limited to drinking alcohol, sleeping, eating meals, maintaining lengthy personal conversations, or holding non-emergency telephone calls.) Drinking water, cold drinks and hot beverages is acceptable, but should not be consumed while assisting the traveling public. Such penalty will not preclude OPERA TOR from initiating employee disciplinary action.
• $500.00 for each instance that an Office or Field Employee commits vandalism, deliberate disabling or defacing of property and equipment (including revenue control equipment) belonging to CITY, or commits any crime. In addition, OPERATOR shall be required to return said damaged property to its original condition or better.

Such penalty will not preclude OPERA TOR from initiating employee disciplinary action or either entity reporting employee to the appropriate authorities. -12- EXHIBIT A B0785-0001\1589476v3.doc
• $500.00 for each instance that an Office or Field Employee commits theft of CITY revenues, CITY property or commits any other crime. Such penalty will not preclude OPERA TOR from initiating the employee disciplinary action or either entity reporting employee to the appropriate authorities.
• $500.00 for each instance that an Office or Field Employee commits theft of property belonging to the parking public, OPERA TO Rs, visitors, or retail tenant employees, or commits a CITY criminal action. Such penalty will not preclude OPERA TOR from initiating employee disciplinary action or either entity reporting employee to the appropriate authorities. • $500.00 for each instance of improvements or additions is made in, to, or upon the Facilities by OPERATOR without receiving prior written authorization from CITY. Furthermore, OPERATOR or CITY shall return the Facilities to the original condition or better, at OPERATOR's expense.

Monthly compensation fee deductions do not preclude, mmmuze, or replace OPERATOR's responsibility for ensuring appropriate corrective actions are taken when necessary. CITY retains the right to waive or reduce such penalties as assessed under Section E(7), or implement other remedies, at its reasonable discretion.

8. OPERA TOR Performance. CITY will conduct evaluations of OPERA TOR performance during the term of the Agreement. Evaluations will be based on a number of criteria including the quality of work product, Services performed and timeliness of performance, financial data and expertise of personnel assigned to the Facilities. If OPERA TOR receives a "Marginal" or "Unsatisfactory" rating on an evaluation, OPERA TOR shall be allowed 14 calendar days to respond and cure. CITY will consider a Marginal or Unsatisfactory rating and OPERATOR's response and ability to cure, when evaluating future proposals from OPERATOR when awarding other service contracts. -13-

EXHIBIT A
80785-000 I \l 589476v3.doc
Exhibit B-1
Consideration
For the management and operation of the Facilities as outlined in Exhibit A, CITY shall pay OPERATOR a fixed annual management fee that includes OPERATOR's overhead and profit and the cost of all required insurances with the exception of Worker's Compensation. OPERATOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)ofthe Agreement, if deemed appropriate by CITY.

OPERA TOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by City in an amount not to exceed $1,289,903. OPERA TOR shall be paid an hourly rate for any "as needed" parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item set forth in this Exhibit without prior written authorization from CITY. CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and nonCITY approved expenses may be applied if deemed appropriate by CITY, A. Personnel and Labor Expense Rates
CITY shall reimburse OPERATOR for personnel costs and labor expenses at the following rates:

Wages Hourly Expenses
General Manager $ 36.06
Parking Manager $ 27.62
Guest Services Ambassador $ 15.87
Supervisor $ 12.50
Attendants $ 9.00 Maintenance $ 9.00
Clerical $ 12.00
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY's Schedule of Fees and Charges, not to exceed 3%. Any such increase shall be approved in writing at the sole discretion of CITY.

EXHIBIT B-1 80785-000 I \l 589476v3.doc
Burden and Payroll Expenses
Year 1-3 Year 4-5
Payroll Tax 13.9% *
Workers Comp 10.7% * Health/Welfare 13.7% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

Total not to
Base Operations Expenses Allowances exceed
Insurance PL PD, included in management fee $ - License & Permits $ 1,814 Repairs and Maintenance $ 6,600 Telephone (Including Cellular Services) $ 5,399 Materials and Supplies $ 2,637 Forms and Printing $ 15,996 Auditing $ 2,592
Network Access $ 1,440
Management Fee $ 66,813
TOTAL $103,291.00 -2-
EXHIBIT B-1
80785-0001 \l 589476v3.doc
C. Expenses Outside Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

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Exhibit B 2
Payment Method I Schedule of Payment
All approved fees and expenses shall be reimbursed in the subsequent month for which they are incurred in accordance with Exhibit B-1, after submittal of an invoice on a form acceptable to CITY. Each invoice shall be accompanied by supporting documentation in the form of a detail cost breakdown itemizing all labor and expenses and must contain a sufficient level of detail to clearly justify the compensation and reimbursement requested. CITY shall pay OPERA TOR for satisfactory Services in the amount of all undisputed billing for such Services within thirty (30) days of receipt of same. OPERATOR's management fee shall be paid in twelve equal monthly installments to be invoiced with labor and expenses for the prior month
EXHIBIT B-2 80785-000 I \l 589476v3.doc

EXHIBITC

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.

8. ADDRESS C.

COMPANY POLICY EXPIRATION B.I. LIMITS AGGREGATE (A. B. C.) COVERAGE NUMBER DATE P.D. DAUTOMOBILE LIABILITY

DGENERAL LIABILITY DPRODUCTS/COMPLETED

OPERATIONS

DBLANKETCONTRACTUAL DCONTRACTOR'S PROTECTIVE DPERSONAL INJURY DEXCESS LIABILITY DWORKERS' COMPENSATION D It rs 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: AGENCY:

EXHIBITC B0785-000I \I 589476v3.doc
BY:

TITLE: ADDRESS:

Authorized Insurance Representative
RM02.DOC REVISED 10/14/96.

AGREEMENT NO.

I Y34-15 I
AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE
CITY OF BEYERL Y HILLS AND PARKING CONCEPTS, INC.

FOR THE OPERATION OF CERTAIN PARKING FACILITIES
NAME OF OPERA TOR:

RESPONSIBLE PRINCIPAL
OF OPERA TOR:

OPERATOR'S ADDRESS:

CITY'S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DA TE:

CONSIDERATION:
80785-000 I \1840641 vi .doc
Parking Concepts, Inc.

Robert Hindle, Vice President
Parking Concepts, Inc.
1801 South Georgia Street
Los Angeles, CA 90015
City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: George Chavez, Director of Public
Works
August 1, 2013
October 31, 2016, unless extended pursuant to
Section 2 of the Agreement
Original Agreement:

FY 2013-2014: not to exceed $1,239,018 as more
particularly described in Exhibit B-1
2014-2016: not to exceed $1,239,018 per fiscal year
plus any COLA and/or CPI adjustments as set forth
in Exhibit B-1; Not to exceed $119,450 as more
specifically described in Section C (Other Expenses
Directed by City-One Time) of Exhibit B-1
Amendment No. 1:

FOR THE OPERATION OF CERTAIN PARKING FACILITIES
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Parking Concepts, Inc. (hereinafter called "OPERATOR") dated August l, 2013 and identified as Contract No. 238-13 ("Agreement"), a copy of which is filed in the City Clerk's office.

RECITALS
A. CITY and OPERA TOR entered into a written agreement for the operation of certain parking facilities.

B. The State of California raised the minimum hourly wage effective July 1, 2014 and another increase is scheduled for January 2016.

C. CITY and OPERA TOR desire to increase the Consideration of the Agreement to account for the increased minimum wage.

NOW, THEREFORE, the parties agree as follows:

Section l. The Consideration shall be amended as set forth on the cover page of this Agreement.

Section 2. Exhibit B-1 shall be amended amended as attached hereto and incorporated herein.

Section 3. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect. 2 EXECUTED the l'b""'- day of __ A�u=;�f.."u=--�..... d: , 201£ at Beverly Hills, California.
' Mayo of the City of Beverly Hills,
Cali rnia
OPERATOR:
�
PARKING CONCEPTS, INC.
�\�

ROBERT HINDLE
Vice President
'G
L

ILL BARNE
/L,._ TT ?�
Secretary
A
�
PPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
B0785-0001 \1840641 vi.doc
-3-
IALU
City Manager
D
G
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r
O
ec
R
to
G
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of
C
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ublic Works Services
B0785-0001 \1840641 v l.doc
Assistant Director of Public Works Services
�
Director of Administrative Services/CFO
-4-
EXHIBIT B-1
Consideration
For the management and operation of the Facilities as outlined in Exhibit A, CITY shall pay OPERATOR a fixed annual management fee that includes OPERATOR's overhead and profit and the cost of all required insurances with the exception of Worker's Compensation.

OPERA TOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)of Exhibit of the Agreement, if deemed appropriate by CITY.

OPERA TOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by City as set forth in this Exhibit.

OPERA TOR shall be paid an hourly rate for any "as needed" parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item set forth in this Exhibit without prior written authorization from CITY.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Wages Hourly Expenses
General Manager $36.06
Parking Manager $27.62
Guest Services Ambassador $16.87*
Billing Administrator $13.00
Supervisor $13.50
Attendants $10.00
Maintenance $10.00
*Suspended Position
Cost of Living Adjustments (COLA) to the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY's Schedule of Fees and Charges, not to exceed 3%. Alternatively, commencing January 1, 2016, CITY may adjust the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator on an annual basis based on I
EXHIBIT B-1
80785-0001 \1840641 vl .doc
a premium of no more than two dollars per hour. Any increases shall be approved in writing at CITY' s sole discretion.

Burden and Payroll Expenses
Year 1-3 Year 4-5
Payroll Tax 13.90% *
Workers' Comp 10.70% *
Health/Welfare 13.70% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

B. CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERA TOR for direct expenses for day to day operations a s set forth in Attachment 1 to this Exhibit entitled City Base Operations Expenses Allowances.

Base Operations Expenses Allowances
Insurance PL PD. included in management fee $ -
License & Permits $1,814
Repairs and Maintenance $6,600
Telephone (Including Cellular Services) $5,399
Materials and Supplies $2,637
Forms and Printing $15,996
Auditing $2,592
Network Access $1,440
Management Fee $66,813
TOTAL $103,291
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Other Expenses Directed by the City - One-Time
Parking Permit Management System $65,125
Valet Parking Management system $24,850
Parking Reservations System $29,475
TOTAL $119,450
-2-
EXHIBIT B-1
B0785-000I \I 840641 vi .doc
Other Expenses Directed by the City - On- Going
Way finding and Directional Signage $25,350
Steam Cleaning I Power Washing $31,675
Special Event Labor $44,750
Parking Permit Management System $21,550
Valet Parking Management system $11,625
Parking Reservations System $18,450
Sweeping $24,275
Miscellaneous $40,000
TOTAL $217,675
-3-
EXHIBIT B-1
B0785-000l\l 840641 vl .doc
AGREEMENT NO.

AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE
CITY Of BEVERLY HILLS AND PARKING CONCEPTS, INC.

FOR THE OPERATION Of CERTAIN PARKING FACILITIES
NAME OF OPERATOR: Parking Concepts, Inc.

RESPONSIBLE PRINCIPAL Robert Hindle, Vice President
Of OPERATOR:

OPERATOR’S ADDRESS: Parking Concepts, Inc.
1801 South Georgia Street
Los Angeles, CA 90015
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Shana Epstein, Director of Public Works
COMMENCEMENT DATE: August 1, 2013
TERMINATION DATE: October 31, 2019
CONSIDERATION: Original Agreement:

FY 2013-2014: not to exceed $1,239,018 as more
particularly described in Exhibit B-i
2014-2016: not to exceed $1,239,018 per fiscal year
plus any COLA and/or CPI adjustments as set forth
in Exhibit B-i; Not to exceed $119,450 as more
specifically described in Section C (Other Expenses
Directed by City — One Time) of Exhibit 3-1
Amendment No. 1:

FY2015/2016 not to exceed $1,304,411 as more
particularly described in Exhibit 3-1
fY 2016/2017 not to exceed $1,339,139 as more
particularly described in Exhibit B-i
Amendment No. 1: Total not to exceed $2,643,550
Amendment No. 2:

FY 2017/2018 not to exceed $1,406,096, as more
particularly described in Exhibit B-i
fY 2018/2019 not to exceed $1,532,645, as more
particularly described in Exhibit B-i
fY 20 19/2020 not to exceed $766,322, as more
particularly described in Exhibit B-i
Amendment No. 2: Total not to exceed $3,705,063
80785-0001 \2 I 343 70v1 doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE
CITY Of BEVERLY HILLS AND PARKING CONCEPTS, INC.

FOR THE OPERATION OF CERTAIN PARKING FACILITIES
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called “CITY”), and Parking Concepts, Inc. (hereinafter called “OPERATOR”) dated August 1, 2013 and identified as Contract No. 238-13, as amended by Amendment No. 1 dated August 18, 2015 and identified as Contract No. 434-15 (“Agreement”), copies of which are on file in the City Clerk’s office.

RECITALS
A. CITY and OPERATOR entered into a written agreement for the operation of certain parking facilities, which was previously amended.

B. The State of California has periodically raised the minimum hourly wage.

CITY and OPERATOR desire to further amend the Agreement to increase the Consideration of the Agreement to account for the increased minimum wage and to extend the termination date.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Termination Date shall be amended as set forth on the cover page of this Agreement.

Section 2. The Consideration shall be amended as set forth on the cover page ofthis Agreement.

Section 3. Exhibit B-i shall be amended amended as attached hereto and incorporated herein.

Section 4. Except as specifically amended by this Amendment No. 2, the remaining provisions ofthe Agreement shall remain in full force and effect.

California.

EXECUTED the 2t day of t\1 O.JPXL4 yox -,2Ol_, at Beverly Hills, [Signatures continue]
(SEAL)

CITY OF BEVERLY HILLS,
Mayor of the City of Beverly Hills,
California
OPERATOR:

PARKING CONCEPTS, INC.

ROBERT HINDLE
Vice President

GILL BARNETT
Secretary
80785-0001\21 34370v1 .doc
-J-
APPROVED AS TO FORM: AS TO CONTENT:

LAURENCE S. WIENER
City Attorney

CHAD LYNN
Assistant Director of Public Works Services
SHØON L’HEUREU)f/DRE$SEL
Interim Risk Manager
BO785OOO1\213437OvI doe
-4-
EXHIBIT B-i

CONSIDERATION
I Oriina1 Agreement:

For the management and operation of the facilities as outlined in Exhibit A, CITY shall pay OPERATOR a fixed annual management fee that includes OPERATOR’s overhead and profit and the cost of all required insurances with the exception of Worker’s Compensation.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Wages Hourly Expenses
General Manager $ 36.06
Parking Manager $ 27.62
Guest Services Ambassador $ 15.87
Supervisor $ 12.50
Attendants $ 9.00
Maintenance $ 9.00
Clerical $ 12.00
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY’s Schedule of Fees and 30785-0001\2134370v1 .doc
Charges, not to exceed 3%. Any such increase shall be approved in writing at the sole discretion of CITY.

B, CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERATOR for direct expenses for day to day operations as set forth in Attachment 1 to this Exhibit entitled City Base Operations Expenses Allowances.

Total not to
Base Operations Expenses Allowances exceed
Insurance_PL_PD.__included_in management fee $ -
License & Permits $ 1,814
Repairs and Maintenance $ 6,600
Telephone_(Including_Cellular_Services) $ 5,399
Materials and Supplies $ 2,637
Forms and Printing $ 15,996
Auditing $ 2,592
Network Access $ 1,440
Management fee $ 66,813
TOTAL $103,291.00
BO785OOO1\213437Ov1 .doc
-6-
C. Expenses Outside Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Parking Permit Management System
Valet Parking Management system
Parking Reservations System
Other Expenses Directed by the City — One-Time Total
TOTAL
$
$
$
65,125
24,850
29,475
$ 119.450
( ther Expenses Directed by the City — On-Going
Wayfinding and Directional Signage
Steam Cleaning / Power Washing
Special Event Labor
Parking Permit Management System
Valet Parking Management system
Parking Reservations System
Sweeping
Total
$ 25,350
$
$
$
$
31,675
44,750
21,550
11,625
TOTAL $ 217,675
Miscellaneous
$
$
18,450
24,275
$ 40,000
B0785-0001\2134370v1 .doc
-7-
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532 -53,702 - S 51,988 $ 5 51,969 5 53,702 $ $ 48,505 5 93,292 51,991 5352 S 51,569 $ 622.28 aytT3 ,400$ 64o55 02240 ]45 04 ;,062 60426 1A8 â4 74500 5749 5 5746 S 55I $ s 74 5,740 5•i) 5 5745 S 551 S 3746 5 5561 S 97,900 S W7041 s 1 507 9 7 q = 1 S 7,120 $ 1, 3 s 7 126 5 ‘4C $ 56,924 )/ no 0 1 .6 s 5 1,511 S 1471 S 1 511’ 1474’ i4il S 411 1 47’ 5 1511 j47.’ 5 31t0flL’ -FL U
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S 5rv’O 05 55559 5,5060 5,5)385
5,5554 5,5565 5sso$ 5665 550s$ 5,58$ 98,513
Total 6eF 5 32,527’ $ 32,827 5 92.130 $ 32,827 S 32,130 $ 32,821 $ 32,827 S 30,731 S 32.627 $ 32,139’ 5 32.527 5 22,330 5 399,099 Total Ct $ 96,52 5 86,529 S 94,399 5 6,S29 S 84,163 $ 86529 S 96,528 $ 79,241 $ g6.529 5 84,100 S 86.629 $ 84,300 S 1,021,042’ ATTAC111 1 To ExluBrr B-i, Page 6
-13-
BO7$5”t0O \21 34370V1 .doc
II. Amendment No. 1:

For the management and operation ofthe facilities as outlined in Exhibit A, CITY shall pay OPERATOR a fixed annual management fee that includes OPERATOR’s overhead and profit and the cost of all required insurances with the exception of Worker’s Compensation.

OPERATOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total ofthe approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)of Exhibit of the Agreement, if deemed appropriate by CITY.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Wages Hourly Expenses
General Manager $36.06
Parking Manager $27.62
Guest Services Ambassador $16.$7*
Billing Administrator $13.00
Supervisor $13.50
Attendants $10.00
Maintenance $10.00
*Suspended Position
307$5-0001\2134370v1 .doc
-14-
Cost of Living Adjustments (COLA) to the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY’s Schedule of Fees and Charges, not to exceed 3%. Alternatively, commencing January 1, 2016, CITY may adjust the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator on an annual basis based on the State of California and City of Los Angeles’ Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing at CITY’s sole discretion.

Burden and Payroll Expenses
Year 1-3 Year 4-5
Payroll Tax 13.90% *
Workerst Comp 10.70% *
Health/Welfare 13.70% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

Base Operations Expenses Allowances
Insurance PL PD, included in management fee $ -
License & Permits $1,814
Repairs and Maintenance $6,600
Telephone (Including Cellular Services) $5,399
Materials and Supplies $2,637
forms and Printing $15,996
Auditing $2,592
Network Access $1,440
Management Fee $66,813
TOTAL $103,291
BO785OOO1\213437OvI 4oc
-15-
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Other Expenses Directed by the City - One-Time
Parking Permit Management System $65,125
Valet Parking Management system -
Parking Reservations System
$24,850
$29,475
TOTAL $119,450
Other Expenses Directed by the City -On- Going
Way finding and Directional Signage
Steam Cleaning / Power Washing
Special Event Labor
Parking Permit Management System
Valet Parking Management system
Parking Reservations System
Sweeping
Miscellaneous
TOTAL $217,675
$25,350
$31,675
$44,750
$21,550
$11,625
$18,450
$24,275
$40,000
IlLAmendment No.2:

For the management and operation ofthe Facilities as outlined in Exhibit A, CITY shall pay OPERATOR a fixed annual management fee that includes OPERATOR’s overhead and profit and the cost of all required insurances with the exception of Worker’s Compensation.

OPERATOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY, Deductions to monthly compensation may be applied pursuant to Section E(7)of Exhibit A ofthe Agreement, if deemed appropriate by CITY.

OPERATOR shall be paid an hourly rate for any “as needed” parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item -16-
B0785-000I\2134370v1 doc
set forth in this Exhibit without prior written authorization from CITY.

CITY shall not reimburse OPERATOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and nonCITY approved expenses may be applied if deemed appropriate by CITY.

B. Personnel and Labor Expense Rates
CITY shall reimburse OPERATOR for personnel costs and labor expenses at the following rates:

Wages Hourly Expenses
General Manager $36.06-
$43.27
Parking Manager $29.00
Guest Services Ambassador $16.87*
Billing Administrator $16.00
Supervisor $16.50
Attendants $13.00
Maintenance $13.00
*To be approved by CITY
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY’s Schedule of fees and Charges, not to exceed 3% and shall automatically adjust to the State of California minimum wage requirement. Alternatively, commencing July 1, 2017, CITY may adjust the associated wages on an annual basis based on the State of California and City ofLos Angeles’ Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing by the City Manager or his designee at CITY’s sole discretion. Wages for Attendants and Maintenance shall automatically adjust to at least $1.00 above State and local minimum wage rates.

Burden and Payroll Expenses
Year 1-3 Year 4-7
Payroll Tax 13.90% *
Workers’ Comp 1 0.70% *
Health/Welfare 13.70% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the federal and local regulations. Any such increase shall be approved in writing by the City Manager or his designee at the sole discretion of CITY.
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30785-000i’2134370v1 .doc

3. CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERATOR for direct expenses for day to day operations a s set forth in
Attachment 1 to this Exhibit entitled City Base Operations Expenses Allowances.

Base Operations Expenses Allowances
Insurance PL PD, included in management fee $ -
License & Pennits $1,814
Repairs and Maintenance $6,600
Telephone (Including Cellular Services) $5,399
Materials and Supplies $2,637
Forms and Printing $15,996
Auditing
Network Access
$2,592
$1,440
Management Fee $66,813
TOTAL $103,291
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require prior written approval by the City Manager or his designee prior to deployment:

Other_Expenses_Directed_by_the_City__One-Time
TOTAL $119,450
Parking Permit Management System
Valet Parking Management system
Parking Reservations System
$65,125
$24,850
$29,475
BO7$5OOO1\21 34370v1 doc
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Other Expenses Directed by the City - On- Going
Way finding and Directional Signage $25,350
Steam Cleaning / Power Washing $31,675
Special Event Labor $44,750
Parking Permit Management System $21,550
Valet Parking Management system $1 1,625
Parking Reservations System $18,450
Sweeping $24,275
Miscellaneous $40,000
TOTAL $217,675
30785-0001\2 134370v1 .doc
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AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE
CITY OF BEYERL Y HILLS AND PARKING CONCEPTS, INC.

FOR THE OPERATION OF CERTAIN PARKJNG FACJLITIES
AGREEMENT NO.

I (e;.(o8-1ct I
NAME OF OPERA TOR:

RESPONSIBLE PRINCIPAL
OF OPERA TOR:

OPERA TOR'S ADDRESS:

CITY'S ADDRESS:

COMMENCEMENT DA TE:

TERMINATION DATE:

CONSIDERATION:
80785·000 I \234 t 488v7 .doc
Parking Concepts, Jnc.

Robert Hindle, Vice President
Parking Concepts, Inc.
180 l South Georgia Street
Los Angeles, CA 90015
City of Beverly Hills
455 N. Rexford Drive
Bever! y Hills, CA 90210
Attention: Shana Epstein, Director of Public Works
August 1, 2013
October 31, 20 I 6 (original termination date)
October 31, 201 7 (as extended pursuant to Section 2 by letter dated December 21, 2016)\
October 31, 2018 (as extended pursuant to Section 2 by letter dated October 13, 20 17)
October 31, 2019 (amended pursuant to Amendment No. 2)
October 31, 2020 (as extended pursuant to Section 2 by letter dated January 31, 2019)
Original Agreement:

FY 2013-2014: not to exceed $1,239,018 as more particularly described in Exhibit B-1
20 14-2016: not to exceed $1,239,018 per fiscal year plus any COLA and/or CPI adjustments as set forth in Exhibit B-1; Not to exceed $11 9,450 as more specifically described in Section C (Other Expenses Directed by City- One Time) of Exhibit B-1
Amendment No. I :

FY 2015/2016 not to exceed $1,304,411 as more
particularly described in Exhibit B-l
FY 20 16/20 17 not to exceed$ J ,339, 139 as more
particularly described in Exhibit B-1
Amendment No. l: Total not to exceed $2,643,550
-1-
80785--000 I '234 1488v7.doc
Amendment No. 2:

FY 2017/2018 not to exceed $1,406,096, as more
particularly described in Exhibit B-1
FY 2018/2019 not to exceed $1,532,645, as more
particularly described in Exhibit B-1
FY 20 19/2020 not to exceed $766,322, as more particularly described in Exhibit B-1
Amendment No. 2: Total not to exceed $3,705,063
Amendment No. 3:

FY 2019/2020 not to exceed $1 ,008,678, as more
particularly described in Exhibit B-l (in addition to
$766,322 for FY 2019/2020 in Amendment No. 2), for a
total not to exceed of $ 1,775,000 for FY 2019/2020).

FY 2020/2021 not to exceed $ 1,834, 110, as more
particularly described in Exhibit B-1.

FY 2021 /2022 not to exceed $1 ,859,675, as more
particularly described in Exhibit B-1.

Amendment No. 3: Total not to exceed $5,468,785.
-2-
AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE
crTY OF BEVERLY HILLS AND PARKING CONCEPTS, INC.

FOR THE OPERATION OF CERTAIN PARKJNG FACILITIES
This Amendment No. 3 is to that certain Agreement between the Cicy of Beverly Hills (hereinafter calJed "CITY"). and Parking Concepts, Inc. (hereinafter called "OPERA TOR") dated August 1, 2013 and identified as Contract No. 238-13, as amended by Amendment No. 1 dated August 18, 2015 and identified as Contract No. 434-15, as amended by Amendment No. 2 dated November 21 , 2017 and identified as Contract No. 623-17 (as so amended, the "Agreement"), copies of which are on file in the City Clerk's office.

RECITALS
A. CITY and OPERA TOR entered into the Agreement for the operation of certain parking facilities.

B. CITY and OPERA TOR desire to further amend the Agreement to increase the Consideration of the Agreement and to modify the Scope of Services.

NOW, THEREFORE, the parties agree as follows:

1. [Reserved]

2. The Consideration shall be amended as set forth on the cover page of this Agreement.

3. Section 16. "Changes in the Scope of Work" shall be amended and restated as follows:
-3- B07!15-0001\2l414!18v5 doc
"Section 16. Chane:es in the Scope of Work. CITY shall have the right to order, in writing, changes in the Scope of Work or the Services to be perfonned. Any changes in the Scope of Work must be made in writing and approved by both parties. The City Manager on behalf of CITY is authorized to execute change purchase orders in compliance with the tenns of the Agreement.··

4. Exhibit A "Scope of Services" shall be amended and restated as attached hereto and incorporated herein.

5. Exhibit B-1 shall be amended and restated as attached hereto and incorporated herein.

6. Except as specifically amended by this Amendment No. 3. the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the 17th day of _ _.D .... e"""c...,. e .... m ...... be_r ___ , 20 19, at Beverly Hills, California.

ATTEST:
~§lf HUMAAHMED ~y City Clerk
B07!15.0001\2341 4!l!M doc
Hills, California
(SEAL)
[Signatures continue]
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B078S-0001\2341488vS doc
OPERATOR:

PARKING CONCEPTS, TNC. ~
z~~c..~ ROBERT HINDLE
Vice President
Secretary
OfLL BARNETT ~AL ~
[Signatures continue)
-5-
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE ~c'-tEJ S. WIENER
City Attorney
SH
Risk Manager
-6-
807115-0001 \:!l-114RRv5.doc

EXHIBIT A

SCOPE OF SERVICES
Pursuant to the tem1s and conditions outlined in this Agreement, OPERA TOR shall perform the following accounting and administrative duties with respect to all parking garages managed by CITY ( 19 in total):
• Invoicing, collt::ction and reporting of all revenue generated from monthly contract parking (for alt parking garages operated by CITY). o Note: OPERA TOR shall use its current Accounts Receivable ("AIR") system for i11voici11g and reco11ciliatio11. During t!te Term of t!te Agreement, CITY resen•es tile right to purchase 011 AIR system: moreo\•er, once p11rc!tased and implemel/fed, OPERA TOR agrees to utili:e CITY owned .1.:vslem.

In addition, OPERA TOR shall assume primary and complete responsibility for all aspects of the daily operation of certain CITY-operated off-street parking garages (the "Facilities") itemized below that are cun-ently owned by the City Parking Authority (the "Authority") or CITY, and managed by CITY:
• Public Gardens Garage at the Montage Hotel (241 N. Canon Drive/240 N.

Beverly Drive
• 450 N. Crescent Drive
• 9333 W. 3rd Street (Pay-on-Foot Revenue Collection Only) Additionally, OPERA TOR shall be responsible for the following:
• 438 N. Beverly Drive/439 N. Canon Drive
o (Valet Services: Wt::dnesday, Thursday, Friday, Saturday 9:00 AM until 5:00 PM or as directed by CITY, labor only; no revenue collection responsibilities)
• Wallis Annenberg Center for the Pcrfonning Arts
o Valet Services on a per event basis
• Additional personnel for business needs as directed by CITY including temporary services
The scope of work shall consist of all aspects of operating the Facilities, including, but not limited to, custodial maintenance, revenue collection and control, and staffing. -7- B0785-000l\2,4141111v5 doc
OPERA TOR shall operate and maintain the Facilities in a manner consistent with that of a FirstClass parking operation (e.g. one which upholds quality standards similar to a premium hotel in a major metropolitan market).

Parking Rates and Hours of Operation. The maximum pennissible rates charged at tbe Facilities are detennined by the City Council or Parking Authority Board of Directors, and all rates are published in the annual schedule of fees and charges. Current facility information and rates arc shown below:

Faclllty/Job Description Hours of Operation Rates Capacity $0.00 first hour
Public Gardens Garage et the SO.DO second hour
$3.00 per hair-hour Montage Hotel 2417 $5.00 ofter 6PM Total: 1,164 Structure (SelfNalet) Daily Max. $22.00 Pay-on-Foot EvenL SS 00 Monthlv: $125.00
$1 .00 first hour
Monday-Friday 5:00AM· 11 :OOPM. $1 00 second hour
450 N Crescent Saturday 7:00AM·11 OOPM $3.00 per half-hour Structure (SelfNalet) Closed Sundays (Hours are subject to $6.00 Early Bird Total: 451 Pay-on-Foot change with the opening of the $5 00 after 6PM Annenberg Center) $22.00 Dally Max.
$105.00 Monthlv
$1.00 first hour
9333 W. Third Street $1.00 second hour
Structure (Self Park) 2417 $2.00 per half·hour Total: 549 $3.00 after 6PM Fleet: 187 Pay-on-Fool Daily Max. $16.00 Monthlv. $135.00
Collection, invoicing and
reporung or all monthly
All Locations parking revenue NIA
generated
438 N Beverly Drive/439 N Wednesday, Thursday, Friday, Saturday Valet Services. No Ca"°n Dnve 9.00 AM until 5.00 PM (Hours subject to revenue collection N/A chanQe al CITY's discretion) resoonsib1llbes
Annenberg Theatre for the As required Valet Services N/A PerformlnQ Arts Monthly Parking. The Facilities are operated as public parking locations with the primary focus being on short-term transient parking for businesses located in the general vicinity of the Facilities. Monthly parking is pennitted to the extent that transient parking is not negatively impacted. CITY shall authorize the approved number of monthly parking pem1its and the rate, as set forth in the Schedule of Fees and Charges.

OPERA TOR 's responsibilities shall include the collection, invoicing, deposit, reconciliation and reporting of monthly parking revenues for all CITY Facilities; currently ( 19) locations in total. Additional locations may be added as necessary by CITY.

Staffing Requirements - OPERA TOR shall provide CITY with staffing schedules for each of the Facilities listed in the table above. Staff schedules shall clearly define the number of employees and corresponding work schedules. OPERA TOR shall ensure that all new employees undergo pre-employment criminal background and Department of Motor Vehicles checks prior to commencement of employment.
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807115·0001\:!H 1-'S!M doc
ClTY reserves the right lo participate in the selection and removal of personnel, and will require OPERA TOR to provide additional personnel or modify its operating procedures at the sole discretion of CITY.
ln addition to the staffing required for the daily operation of the Public Gardens at the Montage Hotel and 450 N. Crescent Facilities, monthly invoicing, collection and reporting, and the collection of the pay-on-foot device at 9333 W. Third Street, OPERA TOR shall also provide staff to perfonn va let Services on Wednesday, Thursday, Friday and Saturday (9:00 AM until 5:00 PM) at 438 N. Beverly/439 N. Canon (or as directed by CITY), and valet Services on an as needed basis for the Wallis Annenberg Center for the Perfonning Arts ("Annenberg") valet parking operation. The dates and times OPERA TOR provides valet service for the Annenberg will be detennined based upon weekly coordination meetings between OPERA TOR and Annenberg representatives.

All work perfonned with regard to the 438 N. Beverly/439 N. Canon and Annenberg valet Services shall be reimbursed by CITY for the expenses incurred. OPERA TOR sha ll invoice CITY for each hour of service provided at the agreed rates set forth in Exhibit 8- 1, which will include OPERA TOR 's overhead and profit and the cost of all required insurances including Worker's Compensation.

When directed by CITY, OPERA TOR shall provide additional labor to handle business needs (i.e. valet assist or stacked parking during the holiday season, special events, parking for private parties accommodated in a structure, added staff at another facility, etc.) and shall receive compensation from CITY for OPERATOR's personnel for the personnel costs set forth in Exhibit B-1.

A. Job Descriptions. The following arc job descriptions of key OPERA TOR personnel:

I. General Manager. OPERA TOR will name a General Manager ("GM") who has responsibility for all activities at the Facilities. GM will work cooperatively with CITY and all relevant stakeholders. GM shall maintain a highly visible presence within the Facilities, including on selected weekends and during periods of heightened activity. GM is responsible for overseeing all aspects of the parking operations including, but not limited to:
a. Daily revenue collection and deposits;
b. Supervising, planning, and scheduling employee duties:
c. Hiring and dismissing employees;
d. Evaluating employee perfonnance;
e. Counseling and disciplining employees;
f. Investigating and responding to customer complaints; g. Resolving conflicts;
h. Overseeing the operation of the revenue control equipment.

1. Overseeing the removal of cash from the Facilities and ensuring that each of the Facilities is adequately staffed at all times. Recommending operational enhancements and providing revenue forecasts for proposed parking rate -9- B07RS.000 l\2l4l4R!M doc
adjustments to CITY. and ensuring that all problems within the Facilities are addressed and corrected.

2. If OPERA TOR finds il necessary to replace the GM following commencement of this Agreement, the Department of Public Works ("DPW")Parking Division staff shall participate in and have the right to approve or reject the selection of a replacement GM.

3. Parking Manager. The Parking Manager (the "PM") shall support the GM in all aspects of parking facility operations for the parking facility they are assigned to manage. Duties include but are not be limited to overseeing the administration of the parking office, developing procedures, processing paperwork, planning work schedules, reviewing and approving documents, monitoring employee perfom1ance, counseling employees, coordinating employee work activities, counting money, investigating revenue discrepancies, auditing employee and customer use of monthly key cards, ensuring that revenues collected arc accurately recorded and properly secured, coordinating bank deposits, reviewing and preparing parking revenue reports, conducting parking facility inspeclions, responding to customer concerns and complaints and ensuring that their assigned facility is sufficiently staffed at all times. PM shall also conduct routine inspections of the parking facility on a daily basis. Daily inspections shall be documented in the form of a checklist or log and will be available to CITY staff upon request. Inspections shall include but not be limited to maintenance, cleanliness, safety hazards, public safety, proper functioning of revenue control equipment, attendant performance and cash and accounting audits.

4. Customer Service Ambassador (Temporary Position at the direction of CITY) CITY is known world-wide as a destination synonymous with luxury and impeccable service.

When visitors come to CITY they expect to be greeted by a friendly face that will go the extra mile to assist every need they may have. The Customer Service Ambassador (the "CSA") is a temporary position that is responsible for supporting the GM and PM in all aspects of customer service for the parking facility they are assigned. Duties include, but are not limited to, handling customer inquiries and complaints, assisting customers with the payment of parking fe~s at the automatic payment machines, completing incide.nt reports and acting as an ambassador for the parking facility.

5. Custodial Attendant - The Custodial Attendant (the "CA") will clean the Facility on a daily basis. The MA responsibilities include, but are not be lin1ited to daily sweeping garage parking levels, including the entrance and exit ramps, picking up trash and debris, sweeping, policing and mopping the garage stairwells, cleaning the area immediately surrounding the elevator vestibules, escalator core, and parking office, emptying waste baskets, cleaning and emptying ashtrays. directing traffic ancJ periodic placement and removal of directional sign stands and rubber traffic cones (weighing up to 25 pounds).

This CA may interact with the public at times, by directing traffic and answering questions
- 10- 0071\5.000 I \'.!3414R!lvS doc
B. Operations.

1. Employee Training and Development - OPERA TOR has reviewed lhe Beverly Hills Ambassador Program, and shall provide a formal training program for all new hires to develop their skills and abilities for achieving quality work performance consistent wilh the Beverly Hills Ambassador Program. The program shall involve classroom and field instruction, encourage employee participation and include, but not be limited to, cashier training, reporting procedures. maintenance and safety standards and inspections, ticket transactions, professional conduct, customer service and effective communication techniques, dispute handling, emergency, and safety procedures and security measures.

OPERA TOR shall provide refresher training courses to existing employees every six months.

2. Employee Quality of Service - OPERA TOR shall maintain the highest degree and standards of courtesy on the part of its employees. Employees shall perform assigned duties in an orderly and professional manner. Employees shall be able to communicate effectively in English, be respectful of others and not engage in profanity, unsafe or illegal behavior or speaking languages other than English while on duty.

3. Uniforms and Appearance - OPERA TOR shall furnish all employees with uniforms acceptable to CITY consisting of a jacket, shirt, and full-length pants. Employees shall be attired in clean uniforms bearing the CITY stating: "as Operated by Parking Concepts, Inc.", and be well-groomed at all times while on duty. Employees will wear name tags to clearly identify themselves to the public and CITY staff.

5. Parking Management Office. The Facilities each contain a Parking Management Office. OPERA TOR will outfit each office with resources that include but are not limited to the following: furniture, personal computers, printers, telephones, safe(s), facsimile machine, photocopy machine, time clock and any od1er equipment or materials necessary to effectively administer the operation of the Facilities. Equipment shall be the responsibility and property of OPERA TOR.

6. Telecommunications Equipment. OPERA TOR shall be responsible for the provision of at least one business telephone for the Parking Management Office. and for telecommunication Services for the Facilities, the cost of which shall be considered an operating expense: however. long distance telephone charges will not be reimbursed by CITY. All telecommunication equipment shall be operational during regular hours of operation and remain as property of CITY upon tennination of this Agreement.

OPERA TOR is required to obtain two-way radios or similar devices to faci li tate communications between managers, supervisors, and parking staff. Costs associated with the two-way radios are considered an operating expense. Radios will remain the property of CITY upon termination of the Agreement.
- l l- 807RS-0001 \:?3414SSv5 doc
If some offices are already equipped with two-way radios owned by CITY. uch items will be inventoried, utilized by OPERA TOR and remain the property of CITY upon termination of the Agreement.

7. Elevator and Escalator Core. Regular pedestrian ingress and egress to the Facilities is through either an elevator or escalator core with landings on each floor of the individual Facilities and/or retail areas. Maintenance and repair of the escalators. elcvat0rs, light fixtures and art work within the elevator lobbies and escalator landing areas shall be provided by CITY and therefore, shall not be included in OPERATOR's scope of Services. OPERA TOR shall notify CITY whenever problems, unusual circumstances or outages occur at any of the Facilities.

8. Security Services. OPERA TOR is not responsible for providing security Services or to engage a qualified third-party firm for such Services. However, OPERA TOR shall maintain a presence at each parking facility, and notify CITY whenever problems or unusual circumstances occur regarding security and/or security equipment at any of the Facilities.

C. Custodial and Other Services. OPERA TOR shall maintain the Facilities in good order and condition consistent with that of a First-Class parking operation. Responsibilities shall include, buc will not be limited to, the following:

1. Cleanine. OPERA TOR shall remove all papers, debris, refuse and surface waters and thoroughly sweep paved areas on a daily basis. Stairwells shall be swept and cleaned on a daily basis. No garbage or trash shall be pennitted to accumulate, except in covered containers of a type approved by CITY. OPERA TOR shall provide for regular trash collection Services so as to maintain a clean and safe environment within the garage.

Trash receptacles shall be cleaned and oil and grease deposits shall be removed from the parking surface. as needed.

2. Power Sweeping. Power sweeping shall be performed at the direction of CITY, and OPERA TOR shall be reimbursed for any direct expenses incurred.

3. Steam Cleaning. Steam cleaning shall be performed at the direction of CITY, and OPERA TOR shall be reimbursed by CITY for any direct expenses incurred for this action.

4. Entrance/Exit Plaza. OPERA TOR shall remove and replace signage as needed. All work described shall be subject to the approval of CITY, and will be reimbursed for the direct expenses incurred.

5. Lighting. CITY shall clean lighting fixtures, on an as needed basis. Facilities will remain lighted for security purposes seven days per week, 365-days per year, and lighting shall be unifonnly distributed throughout the Facilities. OPERATOR shall notify CITY whenever problems. unusual circumstances or outages occur at any of the Facilities. - 12- 07 S·OOOl \2l414 fM dlK

6. Fire Alarm Monitoring. CITY shall maintain and oversee the operation of the fire alarm system within each individual Facility (if applicable). OPERA TOR shall notify CITY whenever problems or unusual circumstances occur at any of the Facilities.

7. Exhaust Maintenance. OPERA TOR shall oversee the operation of the exhaust system within each parking facility (if applicable) All work performed will be reimbursed for the direct expenses incurred.

8. Other Services. CTTY reserves the right to request OPERA TOR to perfom1 other Services in special circumstances; the initial cost of which shall be assumed by OPERA TOR. The direct expenses incurred for these Services shall be reimbursed during the month incurred upon presentation of substantiating invoices and prior written approval by CITY to perfollD said Services, at an agreed-upon price. Such Services may include but will not be limited to the purchase of equipment and supplies, placement of materials and equipment and perf om1ance of special custodial maintenance acti vities in connection with the Facilities.

D. Parking Access and Revenue Control System ('~ CS . OPERATOR shall oversee the operation of the PA RCS daily and also work closely with ClTY and their parking equipment service provider Sentry Control Systems (the "Contractor"), to ensure the PA RCS are fully operational. OPERA TOR shall monitor the service and repair of the equipment, including recording the removal of equipment and/or parts and maintaining an accurate spare parts inventory.

OPERATOR and its personnel shall be trained in the proper use of the PARCS and related software, and maintain the ability to generate comprehensive reports including the following, and any other reports requested by CITY:
• Daily event log;
• Shift reports;
• POF reports;
• Transaction reports;
• Credit card reports;
• Exception reports:
• Validation reports;
• Outstanding ticket reports;
• Daily and monthly summary reports;
• Activity and use report.

CITY shall have access to the parking equipment at all times and will enter into a maintenance service agreement with Contractor for preventative maintenance and emergency service. All work pe1f 01med with regard to the preventive maintenance agreement shall be reimbursed for the direct expenses incurred. OPERA TOR shall be financially responsible for any damages that occur to the equipment due to OPERA TOR negligence.
-1 3- 807115.000 1\21-114!1!\vS.doc
E. Signage. OPERA TOR shall clean all existing signs in the Facilities, including parking rate signs, directional and other signage related to parking functions. OPERA TOR will not be responsible for directional signage pertaining to the elevator and escalator core, pedestrian only landing areas and elevator lobbies. OPERA TOR may be required to provide additional signage in the Facilities from time to time, at CITY's expense, subject to the approval of CITY. All work will be performed at the direction of CITY and will be reimbursed for the direct expenses incurred.

F. General Requirements. OPERA TOR shall abide by the stated general requirements throughout the term of the Agreement. General requirements include but will not be Limited to the following:

I. Operations Office. A central office and records retention area shall be provided by CITY (if not available within the Facilities). OPERA TOR shall maintain 24-hour telephone service for emergency contact. Emergency contact information shall be available to the DPW - Parking Division. OPERA TOR shall answer the emergency number at all times, respond to any call within 30 minutes and notify DPW - Parking Division if and when the Emergency number is changed.

2. Reserved Spaces. No spaces shall be reserved for certain patrons or businesses witJ10ut prior written approval by CITY.

3. Restriction on Use. OPERA TOR, in its operation of the Facilities, shall be subj ect to all orders, directions or conditions issued by CJTY and all Federal, State, and Municipal Laws, Regulations and Codes. Other uses, including but not limited to the storage of vehicles, film permit related usage, public and private events and retail or wholesale commercial activities are pennissible only with a written request to and advance written approval by CITY.

4. Improvements and Alterations. No improvements, structures, fa cilities, alterations or additions shall be made to or upon a parking facility by OPERA TOR without the prior written consent of the DPW - Parking Division.

5. Non-Parking Revenues. OPERA TOR shall not enter into any agreements concerning non-parking uses of the Facilities without the prior written co'nsent of the DPW - Parking Division. Non-parking uses shall include but will not be limited to product promotions, commercial advertising on CITY property or on ti cket stock.

Revenue generated by such non-parking uses shall be identified and reported monthly as revenue from the Facilities.

G. Bank Deposits. The bank deposit requirements for the operation of the Facilities are described in this section. OPERA TOR shall abide by the stated requirements throughout the term of the Agreement. The requirements include but will not be limited to the following:

I. Revenue Collection. OPERA TOR shall implement revenue control procedures to account for parking fees collected, tickets issued, collected and l.ost. Daily reports and logs that contain the name of the parking personnel who open and close the POF devices, opening and closing ticket numbers and a list of overnight vehicles with amount due, shall be maintained. OPERA TOR shall implement a secure system for collecting and - 14- BO?RS-00011134 l4RRv5 doc
moving cash from cashier areas or POF devices to the Facility's management office.

OPERA TOR shall ensure that all revenue is accurately counted and secured in a safe(s) and that security procedures are implemented that prevent theft or expose pilferage.

OPERA TO R's proposed methodology for Revenue Control, and Collection, shall be summarized in their submittal response to this RFP.

2. Bank Deposits. OPERA TOR shall deposit daily, all gross revenues collected from the Facilities into CJTY's bank account. Deposits shall be made by the close of the next business day following the day on which revenue is collected.

OPERA TOR shall transmit a daily listing of deposits to the DPW - Parking Division electronically or by facsimile each business day.

OPERA TOR shall be responsible for safekeeping parking revenue at all times, including overnight and on weekends, until revenue is deposited into CJTY account.

OPERA TOR shall transport all revenue via a CITY-contracted armored transport carrier contracted at CITY's expense.

Gross revenue shall include all revenue generated from the Facilities including but not limited to parking fees collected for daily transient parking, monthly parking pennits, special events and any other revenue designated by the DPW - Parking Division.

3. Delinquent Deposits. If OPERA TOR 's deposit of gross revenue due to CITY is delinquent; not received by the close of the next business day following the day on which the revenue is collected, OPERA TOR shaJI be subject to monetary penalties in accordance with the following schedule:
a. If deposited within one to 30 calendar days after due date, a penalty of up to five percent (5%) of the amount of the gross revenue due may be assessed by CITY. b. If deposits of gross revenue are delinquent for over 30 calendar days after the due date, a penalty of up lo ten percent (10%) of the amount of the gross revenue due may be assessed by CITY.
c. ln either instance, CITY shall have the right to attach or garnish OPERA TOR 's Performance Bond to cover the delinquent amount due, plus any assessed late payment fees.
d. CfTY retains the right to waive or reduce penalties assessed pursuant to this section at its reasonable discretion.

4. Petty Cash Account. OPERA TOR shall maintain a petty cash account to ensure timely deposits of all gross revenues into CITY bank account. The petty cash account shall also be used to cover all change or replenishment needed for the POF devices at the Facilities. - 15- B07RS-OOO l\13414R!M doc
H. Performance Criteria
I. Start-Up Penalties. OPERA TOR shall be required to commence operation of the Facilities on August I, 20 13. Should OPERATOR fail to commence operation of the Facilities in compliance with the stated commencement date, CITY reserves the right to assess OPERA TOR penalties in the amount of $ 15,000 per day.

2. Meetings. Meetings between OPERA TOR and responsible CITY representative(s) will be: held at the direction of CITY at the DPW Building, located at 345 Foothill Road, Beverly Hills, CA. 902 10 or at another mutually agreed upon site on an agreed upon date and time.

3. Complaint Log. OPERATOR shall resolve operational problems and/or patron complaints and accurately report complaints to CITY within twenty-four hours and provide follow up written report within ten days of an incident. OPERA TOR shall maintain a written log of all complaints ond other unusual incidents that may occur from time to time. OPERA TOR shall note the location, date and time as well as the action taken or the reason for non-action. The complaint log shall be available for inspection by the DPW - Parking Division staff at all times.

4. Reporting Requirements. OPERA TOR shall submit the following monthly reports. as deemed necessary by CITY:
i. Monthly Operations Summary. A Summary of Operations rcpo11 shall be turned in no later than the fifteenth of each month for the reporting period. Report shall include, but not be limited to, parking utilization by the parking facility, tickets issued by the parking fa cility, pem1 itted non-parking uses by the parking facility. validated tickets by parking facility and other noteworthy actions not specifically covered in other reports. Reports shall be submitted to the DPW - Parking Division.

11. Incident Notification. Incidents involving fire and/or law enforcement authorities or reports of personal injury resulting from incident(s) in the Facilities shall be reported to the DPW - Parking Division immediately, followed by a written incident report submitted within seven calendar days of the incident. iii. Statement on Auditing Standards No. 70. At the direction of CITY, OPERA TOR shall engage an independent CPA to examine and report on controls and obtain an objective evaluation of the effecti veness of controls that address operations, compliance and financial reporting.

5. Approved Use of the Facilities. OPERA TOR shall immediately advise the DPW - Parking Division of the nature of any requests for use of the Facilities other than for regular fee parking. Any such use shall be approved subject to the prior written approvol of CITY.

6. OPERATOR'S Books and Records/Audits and Inspections. CITY staff will meet with OPERA TOR to review record keeping methodologies necessary to ensure adequate reporting to CITY.
- 16- 807115-000 1\21-' I 41111v5 doc
At any time during nonnal business hours and as often as CITY deems necessary, OPERA TOR shall make available to CITY for examination, all books, ledgers, journals and accounting records that reflect receipts derived from the operation of the Facilities as well as accounting records that pertain to expend1rures relative to the operation and maintenance of the Facilities.

ClTY will retain the authority to audit, examine and make excerpts or transcripts from records, including but not limited to all contracts, invoices, materials, payroll and personnel records and other documents or statistical data relating lo the operation of the Facilities.

The aforementioned records and all source documents including. but not limited to, tickets/ticket stubs, receipt for monthly parking, logs, validation receipts, daily bank deposit slips, invoices of Services and other related records. shall be retained hy OPERA TOR for a period of not less than (3) three-years, or until the examination of the source documents are completed and audit reports are finalized, whichever is later.

In the event CJTY discovers unreported revenue during the examination and audit, OPERA TOR shall pay CJTY the entire unreported amount and a penalty of $500.00 (Five Hundred Dollars) for each incident, plus 1 % (One Percent) accrued interest per month. An additional I% (One Percent) interest may apply until the requested unreported revenue is paid in full. This Agreement may also be tenninated pursuant to Section 12 as a result of any unreported revenue.

CITY retains the right to dispatch auditors to the Facilities at any time. OPERA TOR will provide an adequate private working area for CITY auditor. Auditor shall have ready access to a photocopy and facsimile machihe, and shall be allowed to interview any employee of OPERA TOR. Testing and sampling methods may be used in verifying reports submitted by OPERA TOR. Deficiencies ascertained by the use of such testing and sampling methods, by applying the percentages of error obtained from such testing and sampling to the entire period under examination, will be binding and admissible in court to prove any amount due CTTY from OPERA TOR. This will not prevent OPERA TOR from producing actual records and figures in court to rebut the sampling methodology. CITY will then conduct an audit of all the records for the audit period. In the event the deficiency is detennined to be 2% or more of the amount of revenue actually reported to CITY, OPERA TOR shall pay for the entire cost of the audit.

7. Monthly Compensation Deductions
For the purposes of monthly compensation fee deductions, "Otlice Employee" is defined as any individual performing duties as the General Manager, or Parking Manager. "Field Employee" is defined as any individual performing duties as a Customer Service -17- B07R5-000l \:?1-ll4RC!v5 doc
Ambassador, Custodial or Valet Attendant. "Paperwork" is defined as any documents used by OPERA TOR at the direction of CITY to record daily business activities including but not limited to payroll records, incident reports, monthly revenue reports, fee collections, parking validations, over and under-rmgs, and bank deposits.

Upon review of the operation of the Facilities and required reports, CITY retains the right to deduct fees from OPERA TOR 's monthly compensation under any of the following conditions:
• $25.00 per day for each individual page of paperwork that OPERA TOR processes and fai ls to submit to CrTY at the direction of CITY.
• $25.00 per day for each individual page of paperwork that OPERA TOR submits to CITY that is not properly corTected, missing required infonnation or contains inaccuracies.
• $50.00 for each instance that an Office Employee or Field Employee is absent from an assigned work area for reasons of abandonment or personal, non-emergency interest. Such penalty will not preclude OPERA TOR from initiating employee disciplinary action.
• $50.00 for each instance that an Office Employee or Field Employee rndcly interacts with a customer while performing his/her duties.
• $200.00 will be deducted for each day OPERA TOR fails to submit the required Monthly Summary of Operations report by the end of the business day on the due date.
• $200.00 for each instance that a Field Employee fails to adequately anticipate the need for open lanes by not scheduling off-peak period employee breaks, thereby resulting in excessive exiting delays for the general public. • $200.00 for each instance that a Field Employee engages in activity that detracts from · a professional and alert stance while on duty (including, but not limited to drinking alcohol, sleeping, eating meals, maintaining lengthy personal conversations, or holding non-emergency telephone calls.) Drinking water, cold drinks and hot beverages is acceptable. but should not be consumed while assisting the traveling public. Such penalty will not preclude OPERA TOR from initiating employee disciplmary action.
• $500.00 for each instance that an Office or Field Employee commits vandalism, deliberate disabling or defacing of property and equipment (including revenue control equipment) belonging to CITY, or commits any crime. ln addition, OPERA TOR shall be required to return said damaged property to its original condition or better.

Such penalty will nut preclude OPERA TOR from initiating employee disciplinary action or either entity reporting employee to the appropriate authorities. -18- B07!15.()001\:?3414RRvS doc
• $500.00 for each instance that an Office or Field Employee commits theft of CITY revenues, CITY property or commits any other crime. Such penalty will not preclude OPERA TOR from initiating the employee disciplinary action or either entity reporting employee to the appropriate authorities.
• $500.00 for each instance that an Office or Field Employee conunits theft of propeny belonging to the parking public, OPERA TORs, visitors, or retail tenant employees, or commits a CrTY criminal action. Such penalty will not preclude OPERA TOR from initiating employee disciplinary action or either entity reporting employee to the appropriate authorities.
• $500.00 for each instance of improvements or additions is made in, lo, or upon the Facilities by OPERA TOR without receiving prior written authorization from CITY.

Furthennore, OPERA TOR or CITY shall return the Facilities to the original condition or better, at OPERA TOR's expense.

Monthly compensation fee deductions do not preclude, mm1m1ze, or replace OPERA TOR 's responsibility for ensuring appropriate corrective actions are taken when necessary. CITY retains the right to waive or reduce such penalties as assessed under Section H(7). or implement other remedies. at its reasonable discretion.

8. OPERATOR Performance. CITY will conduct evaluations of OPERATOR performance during the term of the Agreement. Evaluations wi ll be based on a number of criteria including the quality of work product, Services perfom1ed and timeliness of performance, financial data and expertise of persormel assigned to the Facilities. If OPERA TOR receives a "Marginal" or "Unsatisfactory" rating on an evaluation, OPERATOR shall be allowed 14 calendar days to respond and cure. CITY will consider a Marginal or Unsatisfactory rating and OPERA TOR 's response and ability to cure, when evaluating future proposals from OPERATOR when awarding other service contracts.

J. Additional Services
Upon CITY's request, additional services will be set forth in an executed Individual Project Order (IPO) to be approved by CITY in writing before any additional work. billing or demand for payment will be initiated. Each IPO shall contain an estimate costs of the project along with a not-to-exceed amount, which shall include all material, Labor and expenses. If the scope of the engagement changes or the cost of the engagement will exceed the not-to-exceed amount, then the OPERA TOR shall obtain wrillen pem1ission or an amendment to the IPO. -19- 807115-0001\2lol I -I RIM.doc
I. Orieinal Agreement:

EXHIBIT B-1

CONSIDERATION
For the management and operation of the Facilities as outlined in Exhibit A, CITY shall pay OPERA TOR a fixed annual management fee that includes OPERA TO R's overhead and profit and the cost of all required insurances with the exception of Worker's Compensation.

OPERA TOR shall be reimbursed for the acrual direct operating expenses incurred during the month for which they are incurred. Invoices submined for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)of the Agreement, if deemed appropriate by CITY.

CITY shall not reimburse OPERA TOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and nonCITY approved expenses may be applied if deemed appropriate by CITY, A . Personnel and Labor Expense Rates
CITY shall reimburse OPERA TOR for personnel costs and labor expenses at tbe following rates:

Waees Hourly Expenses
General Manager $ 36.06
Parking Manager $ 27.62
Guest Services Ambassador $ 15.87
Supervisor $ 12.50
Attendants $ 9.00
Maintenance $ 9.00
Clerical $ 12.00
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with ClTY's Schedule of Fees and Charges, not to exceed 3%. Any such increase shall be approved in writing at the sole discretion of CITY.
-20- B078S-000 1\2l41481M doc
Burden and Pavroll Exoenses
Year 1-3 Year 4-5
Payroll Tax 13.9% *
Workers Comp 10.7% •
Health/Welfare 13.7% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

B. ClTY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERA TOR for direct expenses for day to day operations as set forth in Attachment 1 to this Exhibit entitled City Base Operations Expenses Allowances.

Total not to
Base Operations Expenses Allowances exceed
Insurance PL PD, included in management fee $ -
License & Permits $ 1,8 14
Repairs and Maintenance $ 6,600
Teleohone (lncluding Cellular Services) $ 5,399
Materials and Supplies $ 2,637
>--- Fonus and Printin ~ $ 15,996
Auditing $ 2,592
Network Access $ 1,440
Management Fee $ 66,813
TOTAL $103,291.00
-2 LB078S·OOOI \23-1 1-IMlh 5.doc
C. Expenses Outside Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Other Expenses Directed by the City - One-Time Total
Parking Permit Management System $ 65, 125
Valet Parking Management system $ 24,850
Parking Reservations System $ 29,475
TOTAL $ 119,450
Other Expenses Directed by the City - On-Goinl'! Total
Wayfinding and Directional Signage $ 25,350
Steam Cleaning I Power Washing $ 3 1,675
Special Event Labor $ 44,750
Parking Permit Management System $ 2 1,550
Valet Parking Management system $ 11,625
Parking Reservations System $ 18,450
Sweeping $ 24,275
Miscellaneous $ 40,000
TOTAL $ 217,675
-22-
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-28-
S.sbl I
U,.1:>• . s M,11!1 >n.oio
M ,100 I 1 .021,'"3
ll. Amendment No. 1:

For the managemenl and operation of the Facilities as outlined in Exhibit A, CITY shall pay OPERA TOR a fixed annual management fee that includes OPERA TOR ·s overhead and profit and the cost of all required insurances with tbe exception of Worker's Compensation.

OPERA TOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)of Exhibit of the Agreement, if deemed appropriate by CITY.

OPERA TOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by City as set forth in this Exhibit.

OPERA TOR shall be paid an hourly rate for any ''as needed'' parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item set forth in this Exhibit without prior written authorization from CITY.

CITY shall not reimburse OPERA TOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and nonCITY approved expenses may be applied if deemed appropriate by CITY, A. Personnel and Labor Expense Rates
CITY shall reimburse OPERA TOR for personnel costs and labor expenses at the fo llowing rates:

Wages Hourly Expenses
General Manager $36.06
Parking Manager $27.62
Guest Services Ambassador $16.87*
Billing Administrator $13.00
Supervisor $13.50
Attendants $10.00
Maintenance $ 10.00
*Suspended Position
-29-
B07SS.000 1\2l414RSv5.doc
Cost of Living Adjustments (COLA) to the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY 's Schedule of Fees and Charges, not to exceed 3%. Alternatively, commencing January l, 201 6, CITY may adjust the associated wages for Supervisor, Attendants, Maintenance and Billing Administrator on an annual basis based on the State of California and City of Los Angeles' Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing at CITY's sole discretion.

Burden and Payroll Expenses
Year 1-3 Year 4-5
Payroll Tax 13.90% •
Workers' Comp 10.70% •
llcalth/Wclfarc 13.70% 15.12%
The associated burden and payroll expenses may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with the Federal and Local regulations. Any such increase shall be approved in writing at the sole discretion of CITY.

B. CITY Operations Allowances (Other Than Labor)
CITY shall reimburse OPERA TOR for direct expenses for day to day operations as set fonh in Attachment I to this Exhibit entitled City Base Operations Expenses Allowances.

Base Operations Expenses Allowances
Insurance PL PD, included in management fee $ -
License & Pennits $ 1,8 14
Repairs and Maintenance $6,600
Telephone (Including Cellular Services) $5,399
Materials and Supplies $2,637
Fonns and Printing $ 15,996
AuditinJ? $2,592
Network Access $ 1,440
Management Fee $66,813
TOTAL $103,291
-30- B0711S--OOO l\23414RRv5 doc
C. Expenses Outside of Day to Day Base Operations
Any expenses incu1Ted herein outside of base day to day operations shall require written approval by CITY prior to deployment:

Other Expenses Directed by the City - One-Time
Parking Permit Mana12;cmcnt System $65. 125
Valet Parking Management system $24,850
Parking Reservations System $29,475
TOTAL $119,450
Other Expenses Directed by the City - On- Going
Way finding and Directional Signage $25,350
Steam Cleaning I Power Washing $3 1,675
Special Event Labor $44.750
Parking Pem1it Management System $2 1,550
Valet Parking Management system $ 11 ,625
Parking Reservations System $18,450
Sweeping $24,275
Miscellaneous $40,000
TOTAL $21 7,675
ID.Amendment No. 2:

For the management and operation of the Facilities as outlined in Exhibit A, CITY shall pay.

OPERA TOR a fixed annual management fee that includes OPERA TO R's overhead and profit and the cost of all required insurances with the exception of Worker's Compensation.

OPERA TOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section E(7)of Exhibit A of the Agreement, if deemed appropriate by CITY.

OPERA TOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by CITY as set forth in Subsection Ill of this Exhibit.

OPERA TOR shall be paid an hourly rate for any "as needed" parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item -31- 071!5·000 \21414~1M. oc
set forth in this Exhibit without prior written authorization from CITY.

CITY shall not reimburse OPERA TOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section E(7) of Exhibit A and nonClTY approved expenses may be applied if deemed appropriate by CITY.

B. Personnel and Labor Expense Rates
CITY shall reimburse OPERA TOR for personnel costs and labor expenses at the following rates:

Wa2es Hourlv Expenses
General Manager $36.06-
$43.27 - Parking Manager $29.00
Guest Services Ambassador $16.87*
Billing Administrator $16.00
Supervisor $16.50
Attendants $13.00
Maintenance $13.00
*To be approved by CITY
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index {CPI) associated with CITY's Schedule of Fees and Charges, not to exceed 3% and shall automatically adjust to the State of California minimum wage requirement. Alternatively, commencing July 1, 20 l 7, CITY may adjust the associated wages on an annual basis based on the State of California and City of Los Angeles' Minimum Wage, plus a premium of no more than two dollars per hour. Any increases shall be approved in writing by the City Manager or his designee at CITY's sole discretion. Wages for Attendants and Maintenance shall automatically adjust to at least $1 .00 above State and local minimum wage nttes.

Burdrn nnd Payroll Expenses
Year 1-3 Year 4-7
Payroll Tax 13.90°,u •
Workers' Comp I 0.70°u *
I lealth Welfare 13.70°0 15. 1211 0
The assocmted burden and payroll cxpen es may be provided on an annual as ~. based on the Consumer Price Index (CPI) associated with the Fecicra I and local regulations. Any such cn.~asc shall be appro' cc.I in writing by the City Managl.!r or his dc-.1gnce at the sole:
discretion of CITY
-32-
B07R5-000 l .:?l-114Rl!v5.doc
B. CITY Operations AllO\\ ances (Other Than Labor)
CITY !.hall reimburse OPcRA TOR for direct ex pense-. for day to day operations as set fo1th in
Auachment I to this l:.xhib11 entitled City Base Operations E\.pcn ... cs Allowance-.

Base Operations Ew cnscs Allowance
ln urnnce PL PD. inclmkd 111 managemcm fc~ $ - License & Pcm1its $ l ,8 l 4 R1.·pair-. and Maintcnilll<.:e $6,600
fckphonc (Including Ccllulur Sen it:cs) $5,399
Materials and Supplks $2,637
Forms and P1 inttnl! $ 15,996
Auditing $2,592
Network Access $ 1,440
Management Fi!e $66,8 13
TOTAL $103,291
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require prior written approval by the City Manager or his designee prior to deployment:

Other Expenses Directed by the City - One-Time
Parking Pcm1i1 Managcmi!nl System $65,125
Valet Parking Mnnugcment systi..:m $24,850
Parkinu Rese1vations System S'.29.475
TOTAL $119,.tSO
-33- B07RS-OOO 11:!3-I 14RRvS doc
Other Expenses Directed b) the City - On- Going
Way finding and Dm:c11onal S1gn<U.!e $25,350
Stt:am Clcanml! I Powt:r \\'ashin}.!. SJ I .675
Sp1:c ial l:. v1:111 Labor 544.750
Parkin!! Permit Management System $2 1.550
V.lkt Parking V1anagcmcnt '\y-..tcm s 11.625
Parking Re-,cn oti ons Sy~ m s, 18.450
Sweeping )24.275
M1scdlaneous $40,000
TOTAL $217,675
IV.Amendment No. 3:

For the management nnd operation of the Facilities as outlined in Exhibit A, CITY shall pay OPERA TOR a fixed annual management fee that includes OPERA TOR 's overhead and profit and the cost of all required insurances with the exception of Worker's Compensation.

OPERA TOR shall be reimbursed for the actual direct operating expenses incurred during the month for which they are incurred. Invoices submitted for direct operating expenses shall not exceed the aggregate total of the approved operating expense budget, without written consent from CITY. Deductions to monthly compensation may be applied pursuant to Section H(7)of Exhibit A of the Agreement, if deemed appropriate by CITY.

OPERA TOR shall be reimbursed by CITY for direct operating expenses including, Base Operations Allowances (including the management fee) and Other Expenses Directed by CITY as set forth in Subsection IV of this Exhibit.

CITY shall not reimburse OPERA TOR for one-time compensation for the start-up costs.

Deductions to the Monthly Compensation as described in section H(7) of Exhibit A and nonCITY approved expenses may be applied if deemed appropriate by CITY. -34-
807R5-000 1\:?H 14RRv5.doc
A. Personnel and Labor Expense Rates
CITY shall reimburse OPERA TOR for personnel costs and labor expenses at the following rates:

Waees Hourlv Expenses
General Manager $33.65
,__. Parking Manager $27.62
Guest Services Ambassador $18.00*
Billing Administrator $18.00
Supervisor $18.00
Clerical $18.00
Cashier $ 15.25
Meter Technician $18.50
Attendants $ 15.25
Custodial $15.25
*To be approved by CITY
Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis on or after July 1. based on the Consumer Price Index (CPI) associated with CITY's Schedule of Fees and Charges, not to exceed 3% and shall automatically adjust to the State of California minimum wage requirement. Alternatively, commencing July 1, 2020, CITY may adjust the associated wages on an annual basis based on the State of California and City of Los Angeles' Minimum Wage, plus a premium of no more than two dollars per hour. Any increases sball be approved in writing by the City Manager or his designee at CITY's sole discretion. Wages for Attendants and Maintenance shall automatically adjust to at least $1.00 above State and local minimum wage rates.

Burden and Payroll E~p scs
Year 7-9
Payroll Tax 13.90°0
Wor ~· Cump 10.70°11
Health Wei fare 15 12°0
The associated burden and payroll expenses may be provided on an annual as ~ on or after Jul) I. based on the Consumer Pnce Index (CPI) associated \\'ith the Federal and local regulations. Any such increase shall be approved in writing by the City Manngcr or his dcsign!.!e at the ok discretion of CLTY
-35- 80785-000 I 13-1I 4R8v5.doc
B CITY Operations Allowances (Other Than Labor)
CITY .,hall reimbursL OPERA TOR for direct c\pcnses for day to day operations as set fo11h in Allachment I to thi-, Exhibit.

Base Operations E-< penses Allowances (Annual)
Insurance PL PD. included in management fcL' -- License & Permit-; $1,836 Tax $160
Custodial Maintenance $6,600
Telephone (lndudinl! Cdlulm Sen 1<..:es) and radio $5,399 Suppl ks $2,637
Form-. and P1in1in!!. $15,996
Auditing $2,592
Nct\\ork AccL·ss $ 1,440
Manaucm~nt Fee $66,8 16
Uniforms $ 18,720
TOTAL $122,196
C. Expenses Outside of Day to Day Base Operations
Any expenses incurred herein outside of base day to day operations shall require prior wrillen approval by the City Manager or his designee prior to deployment:

The payment terms (either lump sum or time and materials basis) shall be set forth in the Individual Project Order (fPO) and agreed to by both parties in writing.

Other Expenses Directed by the City - On-Goine (Annual
FY19/20 FY20/21 1 • FY21/221
Signage $ 25.350 $ 25,350 $ 25,350
Steam Cleaning/Power Washing $ 3 L675 $ 3 1.675 $ 3 1,675 Parking Permit Management System $ 21,550 $ 2 1,550 $ 2 1,550 Valet arkin~ Mana~ement System $ 11,625 $ 11 ,625 $ 11 ,625 Parking Reservarions Systems $ 18,450 $ 18,450 $ 18,450 Power Sweeping $ 24,275 $ 24,275 $ 24,275
As-Needed Services2 $ I 37,000 $ 142,535 $ 144,587
Temporary Serviccs2 $ 176.000 $ 181,280 $ 186,7 18
Reimbursables:?.3 $ 125,000 $ 130,050 $ 131 ,923
TOTAL: $ 570,925 $ 586.790 $ 596,153
I If agreement is extended by the Cily.
-36-
8071\5-000 I\:?1-ll 4!1Rv5 doc
2 Labor to be billed at the agreed-upon rates per this Subsection IV(A) of this Exhibit or cost proposals for new as-needed services not currently defined. 3 Rentals aad services associated with special events and third-party billable and reimbursable expenses.
-37-
B07!15-000l\:!l414Rilv5 doc
Beverly Canon
FY2019/20 Jul-19 Aug-19 Sep-19
Direct Expenses
Waaes $4.300 $4,300 $4,300
Pavroll Taxes $598 $598 $598
Workers Como Ins $460 $460 $460
Health & Welfare $650 $650 $650
Insurance
Licenses &
Permits
Tax I
Custodial
Maintenance
Telephone &
Radio $75 $75 $75
Suoolies
Forms & Printing
Auditing $0 $0 $43
Network Access
Uniforms
- - - Total Other Direct $6,083 $6,083 $6,126
- - - Manaaement Fee $400 $400 $400
Total Direct $6,483 $6,483 $6,526
B07RS-OOO I \23414!11!v 5.doc
Oct-19 Nov-19 Dec-19 Jan-20 Feb-20
$4,300 $4,300 $4,300 $4,300 $4,300
$598 $598 $598 $598 $598
$460 $460 $460 $460 $460
$650 $650 $650 $650 $650
Included in Management Fee
$75 $75 $75 $75
$43 $43 $43 $43
- - - .
$6,126 $6,126 $6,126 $6,126
- - - - $400 $400 $400 $400
$6,526 $6,526 $6,526 $6,526
ATTACHMENT 1 TO EXHIBIT B-1,

Page 1 ends

-38-
$75
$43
-
$6.126
-
$400
$6,526
Mar-20 APr-20 Mav-20 Jun-20 Total
$4,300 $4,300 $4,300 $4,300 $51 ,600
$598 $598 $598 $598 $7 172
$460 $460 $460 $460 $5 521
$650 $650 $650 $650 $7,802
$75 $75 $75 $75 $900
$43 $43 $43 $43 $430
- - $6,126 $6,126 $6,126 $6,126 $21 ,826
- - $400 $400 $400 $400 $4,800
$6,526 $6,526 $6,526 $6,526 $78,226
9333 Third Street
FY2019/20 Jul-19 AuQ-19 Sep-19
Direct Exoenses
Wages $200 $200 $200
Pavroll Taxes $28 $28 $28
Workers Como Ins $21 $21 $21
Health & Welfare $30 $30 $30
Insurance
Licenses & Permits
Tax
Custodial
Maintenance $70 $70 $70
Telephone & Radio $75 $75 $75
Suoolies $48 $48 $48
Forms & Printing $500 $500 $500
Auditina
Network Access $40 $40 $40
Uniforms
- - - Total Other Direct $1 ,012 $1 ,012 $1,012
- - - Manaaement Fee $400 $400 $400
Total Direct $1,412 $1 ,412 $1,412
807!1S-0001\23414!11\"5.doc
Oct-19 Nov-19 Dec-19 Jan-20 Feb-20
$200 $200 $200 $200 $200
$28 $28 $28 $28 $28
$21 $21 $21 $21 $21
$30 $30 $30 $30 $30
Included in Management Fee
$70 $70 $70 $70
$75 $75 $75 $75
$48 $48 $48 $48
$500 $500 $500 $500
$40 $40 $40 $40
- - - - $1 ,012 $1 012 $1 ,012 $1 ,012
. - - - $400 $400 $400 $400
$1,412 $1,412 $1 ,412 $1,412
ATTACHMENT 1 TO EXHIBIT B-1,

Page 2 ends

-39-
$70
$75
$48
$500
$40
-
$1 ,012
-
$400
$1 ,412
Mar-20 Apr-20 May-20 Jun-20 Total
$200 $200 $200 $200 $2,400
$28 $28 $28 $28 $334
$21 $21 $21 $21 $257
$30 $30 $30 $30 $363
$70 $70 $70 $70 $840
$75 $75 $75 $75 $900
$48 $48 $48 $48 $576
$500 $500 $500 $500 $6000
$40 $40 $40 $40 $480
- - - - - $1,012 $1 ,012 $1.012 $1 ,012 $9,749
- - - - - $400 $400 $400 $400 $4,800
$1,412 $1 ,412 $1,412 $1,412 $16,949
450 Crescent
FY2019/20 Jut-19 Aug-19 Sep-19
Direct Expenses
Waoes $8,092 $8,092 $8,092
Pavroll Taxes $1.125 $1 125 $1 125
Workers Comp Ins $866 $866 $866
Health & Welfare S1 ,224 $1,224 $1.224
Insurance
Licenses & Permits
Tax
Custodial
Maintenance $60 $60 $60
Telephone & Radio $150 $150 $150
Suoohes $48 $48 $48
Forms & PrintinQ $375 $375 $375
AuditinQ $86 $86 $43
Network Access $40 $40 $40
Uniforms $312 $312 $312
- - - Total Other Direct s123n $12,377 $12 334
- - - Manaoement Fee $1 ,549 $1 ,549 $1,549
Total Direct $13,926 $13,926 $13,883
8071!5-000 I \234 I 4RlM.doc
Oct-19 Nov-19 Dec-19 Jan-20 Feb-20
$8,092 $8,092 $8,092 $8,092 58,092
$1, 125 $1125 $1125 $1 , 125 $1 125
$866 $866 $866 $866 $866
$1 ,224 $1 ,224 $1 ,224 $1 ,224 $1 ,224
Included in Manaoement Fee
$75
$160
$60 $60 $60 $60
$150 $150 $150 $150
$48 $48 $48 $48
$375 $375 $375 $375
$43 $43 $43 $43
$40 $40 $40 $40
$312 $312 $312 $312
. - - - $12,334 $12,334 $12 334 $12,569
. - - - $1 ,549 $1,549 $1 ,549 $1 ,549
$13,883 $13,883 $13,883 $14 118
ATTACHMENT 1 TO EXHIBIT B-1,

Page 3 ends

-40-
$60
$150
$48
$375
$43
$40
$312
-
$12.334
-
$1 ,549
$13,883
Mar-20 Apr-20 May-20 Jun-20 Total
$8,092 $8092 $8,092 $8,092 $97,104
$1125 $1 125 $1 125 $1125 $13.497
$866 $866 $866 $866 $10.390
$1 ,224 $1 ,224 $1 ,224 $1 ,224 $14,682
$75
$160
$60 $60 $60 $60 $720
$150 $150 $150 $150 $1 .800
$48 $48 $48 $48 $576
$375 $375 $375 $375 $4,500
$43 $43 $43 $43 $602
$40 $40 $40 $40 $480
$312 $312 $312 $312 $3 744
- - $12,334 $12 334 $12,334 $12 334 $51,227
- - $1,549 $1549 $1 ,549 $1 ,549 $18,588
$13,883 $13,883 $13,883 $13,883 $166,919
Wallace Valet
FY2019/20 Jul-19 Aua-19 Sep-19
Direct Expenses
Waqes $4,300 $4,300 $4300
Payroll Taxes $598 $598 $598
Wori<ers Comp Ins $460 $460 $460
Health & Welfare $650 $650 $650
Insurance
Licenses & Permits
Tax
Custodial
Maintenance
Telephone & Radio
Suoolies
Forms & PrintinQ
AuditinQ
Network Access
Uniforms $312 $312 $312
- - - Total Other Direct $6,320 $6.320 $6320
- - - Manaoement Fee
Total Direct $6,320 $6,320 $6320
B07RS-OOOl\23-11 4KIM.doc
Oct-19 Nov-19 Dec-19 Jan-20 Feb-20
$4,300 $4,300 $4.300 $4,300 $4,300
$598 $598 $598 $598 $598
$460 $460 $460 $460 $460
$650 $650 $650 $650 $650
Included in Manac ement Fee
$312 $31 2 $312 $312
- - - - $6 320 $6,320 $6,320 $6,320
- - - -
$6,320 $6,320 $6,320 $6,320
ATTACHMENT 1 TO EXHIBIT B-1,
Page4
-4 1-
$312
-
$6,320
-
$6,320
Mar-20 Apr-20 Mav-20 Jun-20 Total
$4,300 $4,300 $4,300 $4,300 $51 .600
$598 $598 S598 $598 $7,172
$460 $460 $460 $460 $5,521
$650 $650 $650 $650 $7,802
I
$312 $312 $312 $312 $3,744
- - - - - $6,320 $6,320 $6320 $6,320 $24,240
- - - - - $0
$6,320 $6,320 $6,320 $6,320 $75,840
Monthlv BillinQ
FY2019/20 Jul-19 Aug-19 Sep-19
Direct Expenses
Waaes $3900 $3 900 $3.900
Payroll Taxes $542 $542 $542
Workers Comp Ins $417 $417 $417
Health & Welfare $590 $590 $590
Insurance
Licenses & Permits
Tax
Custodial
Maintenance
Telephone & Radio
Suoolles
Forms & Printina
Auditina $43 $43 $43
Network Access
Uniforms
- - - Total Other Direct $5,492 $5,492 $5492
- - - Manaaement Fee $400 $400 $400
Total Direct $5,892 $5,892 $5,892
80785-000 I \234 I 48l<v S.doc
Oct-19 Nov-19 Oec-19 Jan-20 Feb-20
$3,900 $3,900 $3,900 $3,900 $3900
$542 $542 $542 $542 $542
$417 $417 $417 $417 $417
$590 $590 $590 $590 $590
Included in Manaaement Fee
$43 $43 $43 $43
. - - - $5,492 $5 492 $5,492 $5,492
- - - - $400 $400 $400 $400
$5,892 $5,892 $5,892 $5,892
ATTACHMENT 1 TO EXHIBIT B-1,

Page 5 ends

-42-
$43
-
$5,492
-
$400
$5,892
Mar-20 Apr-20 May-20 Jun-20 Total
$3,900 $3,900 $3,900 $3,900 $46 800
$542 $542 $542 $542 $6505
$417 $417 $417 $417 $5008
$590 $590 $590 $590 $7,076
$43 $43 $43 $43 $516
- - - - - $5,492 $5,492 $5,492 $5,492 $19,105
- - - - - $400 $400 $400 $400 $4,800
$5,892 $5,892 $5,892 $5,892 $70,705
Public Gardens
Garage at
Montage Hotel
FY2019/20 Jul-19 Aug-19 Sep-19
Direct Expenses
Wages $43 708 $43,708 $43,708
Payroll Taxes $6075 $6,075 $6,075
Workers Comp Ins $4,677 $4,677 $4,677
Health & Welfare $6,609 $6,609 $6,609
Insurance
Licenses &
Permits
Tax
Custodial
Maintenance $420 $420 $420
Telephone &
Radio $150 $149 $150
Suoolies $124 $124 $124
Forms & Printlna $458 $458 $458
Auditina $87 $87 $87
Network Access $40 $40 $40
Uniforms $936 $936 $936
- - - Total Other Direct $63 284 $63 283 $63 284
- - - Manaaement Fee $2,819 $2,819 $2,819
Total Direct $66,103 $66,102 $66,103
B07R5-0001\23-I 141\IM.duc
Oct-19 Nov-19 Dec-19 Jan-20 Feb-20
$43,708 $43,708 $43,708 $43,708 $43,708
$6,075 $6,075 $6,075 $6,075 $6,075
$4,677 $4,677 S4,677 $4,677 $4,677
$6,609 $6,609 S6,609 $6,609 $6,609
Included in Management Fee
' $1 ,761
$420 $420 $420 $420
$150 $150 $150 $150
$124 $124 $124 $124
$458 $458 $458 $458
$87 $87 $87 $87
$40 $40 $40 $40
. $936 $936 $936 $936
- - - - $63,284 $63,284 $63,284 $65 045
- - - - $2,819 $2,819 $2,819 $2,819
$66,103 $66,103 $66,103 $67,864
ATTACHMENT 1 TO EXHIBIT B-1,

Page 6 ends

-43-
$420
$150
$124
$458
$87
$40
$936
-
$63 284
-
$2,819
$66,103
Mar-20 Apr-20 May-20 Jun-20 Total
$43,708 $43,708 $43,708 $43,708 $524,496
$6,075 $6,075 $6,075 $6 075 $72,905
$4,677 $4,677 $4,677 $4,677 $56,121
$6,609 $6,609 $6,609 $6,609 $79,304
$1 ,761
$420 $420 $420 $420 $5,040
$150 $150 $150 $150 $1,799
$124 $124 $124 $124 $1,485
$458 $458 $458 $458 $5,496
$87 $87 $87 $87 $1 ,044
$40 $40 $40 $40 $480
$936 $936 $936 $936 $11 ,232
- - $63 284 $63 284 $63 284 $63,284 $236,667
- - $2,819 $2 819 $2,819 $2,819 $33,828
$66,103 $66, 103 $66,103 $66,103 $794,991
Consolidated
FY2019/20 Jul-19 Aug-19 Sep-19
Direct Expenses
Wages $64,500 $64,500 $64,500
Payroll Taxes SS.966 $8,966 $8,966
Workers Comp $6,902 $6,902 $6,902
Ins
Health & Welfare $9.752 $9,752 $9,752
Insurance lnduded In Management Fee
Licenses &
Permits
Tax
Custodial $550 $550 $550
Maintenance
Telephone & $450 $449 $450
Radio
Supplies $220 $220 $220
Forms & Printing $1 ,333 51 .333 $1 ,333
Auditing $216 $216 $216
Network Access $120 $120 $120
Uniforms $1,560 $1 ,560 Sl.560
- - - Total Other Direct $94,568 $94,567 $94,568
. . .

Management Fee $5,568 $5,568 $5,568
Total Direct $100,136 $100.135 $100,136
B07l!S-OOOl\234141Ulv5.doc
Oct-19 Nov-19 Oec-19
$64,500 $64,500 $64,500
S8,966 $8,966 $8,966
$6,902 $6,902 $6.902
$9,752 $9,752 $9,752
$550 $550 $550
S450 $450 $450
$220 $220 $220
$1.333 $1,333 $1 ,333
$216 $216 $216
$120 $120 $120
$1 ,560 $1 ,560 $1 .560
- - - $94,568 $94,568 $94.568
. . .
$5,568 $5,568 $5,568
$100, 136 $100,136 $100,136
ATTACHMENT 1 TO EXHIBIT B-1,

Page 7 ends

-44-
Jan-20 Feb-20 Mar-20 Apr-20 May-20 Jun-20 Total
$64,500 $64,500 $64,500 $64,500 $64,500 $64.500 $774,000 $8,966 $8,966 $8,966 $8,966 $8,966 $8,966 $107.586
$6,902 $6,902 $6,902 $6,902 $6,902 $6,902 $82.818
$9,752 $9,752 $9,752 $9,752 $9,752 $9,752 $117.029
$1,836 $1 ,836
$160 $160
$550 $550 $550 $550 $550 $550 $6,600
$450 $450 $450 $450 $450 S450 SS.399
$220 $220 $220 $220 $220 $220 $2,637
$1,333 $1 ,333 $1.333 51,333 $1.333 $1 ,333 $15,996
$216 $216 $216 $216 $216 5216 $2.592
$120 $120 $120 $120 $120 $120 $1 ,440
$1 .560 51 ,560 $1 ,560 $1 ,560 $1,560 $1 ,560 $18,720
- - . - $96,564 $94.568 $94.568 $94,568 $94,568 $94,568 $362,813 . . - .
$5,568 55,568 $5.568 $5.568 $5,568 $5.568 $66,816
$102,132 $100,136 $100,136 $100, 136 $100,136 $100,136 $1,203,629 -1-
AMENDMENT NO. 4 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE

OPERATION OF CERTAIN PARKING FACILITIES
NAME OF OPERATOR: Parking Concepts, Inc.

RESPONSIBLE PRINCIPAL Robert Hindle, Vice President
OF OPERATOR:

OPERATOR'S ADDRESS: Parking Concepts, Inc.
1801 South Georgia Street
Los Angeles, CA 90015
Attention: Robert Hindle, Vice President
OPERATOR’S E.I.N./TAX I.D. NO.: 95-2909899
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: August 1, 2013
TERMINATION DATE: October 31, 2016 (original termination date) October 31, 2017 (as extended pursuant to
Section 2 by letter dated December 21, 2016)
October 31, 2018 (as extended pursuant to
Section 2 by letter dated October 13, 2017)
October 31, 2019 (amended pursuant to
Amendment No. 2)
October 31, 2020 (as extended pursuant to
Section 2 by letter dated January 31, 2019)
October 31, 2021 (as extended pursuant to
Section 2 by letter dated March 20, 2020)
October 31, 2022 (as extended pursuant to
Section 2 by letter dated September 28, 2021)
CONSIDERATION: Original Agreement:

Fiscal Year 2013-2014: not to exceed $1,239,018
as more particularly described in Exhibit B-1
2014-15, 2015-16, 2016-17: not to exceed
$1,239,018 per fiscal year plus any COLA and/or
CPI adjustments as set forth in Exhibit B-1;
DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 126-22
AGREEMENT NO.

I I
-2-
Not to exceed $119,450 as more specifically
described in Section C (Other Expenses Directed
by City — One Time) of Exhibit B-1
Amendment No. 1:

No additional compensation
Total not to exceed $5,468,785

CHANGE ORDER AGREEMENT
Pursuant to Beverly Hills Municipal Code Section 3-3-110B, the Contracting Officer may approve a change order that does not exceed his/her purchasing authority
DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -3-
AMENDMENT NO. 4 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE

OPERATION OF CERTAIN PARKING FACILITIES
This Amendment No. 4 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and Parking Concepts, Inc. (hereinafter called "OPERATOR") dated August 1, 2013 and identified as Contract No. 238-13, as amended by Amendment No. 1 dated August 18, 2015 and identified as Contract No. 434-15, as amended by Amendment No. 2 dated November 21, 2017 and identified as Contract No. 623-17, as amended by Amendment No. 3 dated December 7, 2019 and identified as Contract No. 668-19 (as so amended, the “Agreement”), copies of which are on file in the City Clerk’s office.

NOW, THEREFORE, the parties agree as follows:

RECITALS
A. International, national, state, and local health and governmental authorities are responding to an outbreak of respiratory disease caused by a novel coronavirus named “SARSCoV-2,” and the disease it causes has been named “coronavirus disease 2019,” abbreviated COVID-19, (“COVID-19”); and
B. On March 4, 2020, the Los Angeles County Board of Supervisors and Department of Public Health declared a local emergency and local public health emergency to aid the regional healthcare and governmental community in responding to COVID-19; and C. On March 4, 2020, the Governor of the State of California declared a state of emergency to make additional resources available, formalize emergency actions already underway across multiple state agencies and departments, and help the state prepare for broader spread of COVID-19; and
D. On March 13, 2020, the President of the United States of America declared a national emergency and announced that the federal government would make emergency funding available to assist state and local governments in preventing the spread of and addressing the effects of COVID-19; and
E. On March 15, 2020, the City Manager, in his role as the Director of Emergency Services, proclaimed the existence of a local emergency pursuant to Section 2-4-107 of the Beverly Hills Municipal Code to ensure the availability of mutual aid and an effective CITY response to the novel coronavirus (“COVID-19”); and
F. On March 16, 2020, the City Council adopted a Resolution ratifying the Director of Emergency Services’ proclamation of the existence of a local emergency; and G. The City Council has since ratified the proclamation of the City Manager declaring the existence of a local emergency and has continued to adopt various urgency ordinances in DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -4-
connection with the local emergency such as residential and commercial rent moratoria, mask wearing, limiting gatherings, closures and operational changes of certain local businesses, social distancing and other measures designed to control the spread of the coronavirus; and H. The Centers for Disease Control and Prevention, the California Department of Public Health, and the Los Angeles County Department of Public Health have all issued order including but not limited to stay at home orders, social distancing, staying home if sick, canceling or postponing large group events, working from home, and other precautions to protect public health and prevent transmission of this communicable virus.

I. Commencing June 15, 2021, several executive orders related to the pandemic were briefly rescinded by the Governor, including the stay at home orders, many masking and physical distancing requirements, as well as the capacity regulations for businesses. For certain mega events, as well as at hospitals, schools and on public transportation, masks continued to be required. Since June 15, 2021, community transmission in Los Angeles County continued to climb. As a result, mask requirements in indoor settings were reinstated regardless of an individual’s vaccination status. The state of emergency declared by the Governor has remained in effect. The CITY will continue to adhere to the pandemic related emergency regulations for its facilities unless and until they are rescinded by the City Council.

J. In light of these extraordinary emergency circumstances, OPERATOR assists with controlling the potential spread of COVID-19 in the parking structures and commercial areas.

OPERATOR’s Parking Supervisors conduct tasks to protect human health including: (a) posting signage to communicate to public direction regarding COVID-19 (e.g., requirements for face coverings, enforcement of administrative citations for lack of face coverings, need to social distance, and other CITY regulations); (b) coding payroll and tracking COVID-19 time; (c) cleaning/disinfecting vehicles and workspaces; (d) monitoring daily occupancy of parking structures to strategize placement of parking staff to maximize their safety by only assigning them to locations where they are needed (i.e., social distancing) instead of maximum staffing at all garages); and (e) conducting outreach and communicating virtually with customers to cancel monthly parking passes or to put accounts on hold (due to reduced occupancy as a result of stayat-home orders). OPERATOR also purchases sanitizing guns to sanitize frequently-touched surfaces in the parking structures, in order to protect customers and CITY staff. Additional requests for service were verbally directed from CITY to OPERATOR beginning July 2020 to implement the above-mentioned specific tasks and all other ancillary work related to protecting against the spread of COVID-19 in the workplace.

K. The Agreement was previously amended and CITY desires to further amend the Agreement to continue to provide services that are needed during the COVID-19 pandemic.

Section 1. Section 23 of the Agreement entitled “CITY COVID-19 Vaccination Requirement” shall be added to read as follows:
“Section 23 CITY COVID-19 Vaccination or Testing, and Record Keeping Requirements.

OPERATOR and its employees, personnel, agents, subconsultants, volunteers and subcontractors or any other individual under the control of OPERATOR 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 DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -5-
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”, Attachment 1 to Exhibit A. OPERATOR shall execute Attachment 1 to Exhibit A 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 2. Exhibit A, “Scope of Services”, shall be restated and amended as attached hereto and incorporated herein.

Section 3. Except as specifically amended by sections 2, 3 and 5 of Amendment No. 3 and this Amendment No. 4, 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
SHANA E. EPSTEIN
Director of Public Works
OPERATOR: Parking Concepts, Inc.

ROBERT HINDLE
Vice President

GILL BARNETT
Secretary
[Signatures continue]
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-6-
APPROVED AS TO CONTENT:

DAREN GRILLEY
City Engineer

SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF SERVICES
I. SCOPE OF WORK
Pursuant to the terms and conditions outlined in this Agreement, OPERATOR shall perform the following accounting and administrative duties with respect to all parking garages managed by CITY (19 in total):
 Invoicing, collection and reporting of all revenue generated from monthly contract parking (for all parking garages operated by CITY).
o Note: OPERATOR shall use its current Accounts Receivable (“A/R”) system for invoicing and reconciliation. During the Term of the Agreement, CITY reserves the right to purchase an A/R system; moreover, once purchased and implemented, OPERATOR agrees to utilize CITY owned system.

In addition, OPERATOR shall assume primary and complete responsibility for all aspects of the daily operation of certain CITY-operated off-street parking garages (the “Facilities”) itemized below that are currently owned by the City Parking Authority (the “Authority”) or CITY, and managed by CITY:
 Public Gardens Garage at the Montage Hotel (241 N. Cañon Drive/240 N. Beverly Drive
 450 N. Crescent Drive
 9333 W. 3rd Street (Pay-on-Foot Revenue Collection Only) Additionally, OPERATOR shall be responsible for the following:
 438 N. Beverly Drive/439 N. Cañon Drive
o (Valet Services: Wednesday, Thursday, Friday, Saturday 9:00 AM until 5:00 PM or as directed by CITY, labor only; no revenue collection responsibilities)
 Wallis Annenberg Center for the Performing Arts
o Valet Services on a per event basis
 Additional personnel for business needs as directed by CITY including temporary services
The scope of work shall consist of all aspects of operating the Facilities, including, but not limited to, custodial maintenance, revenue collection and control, and staffing.

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OPERATOR shall operate and maintain the Facilities in a manner consistent with that of a FirstClass parking operation (e.g. one which upholds quality standards similar to a premium hotel in a major metropolitan market).

Parking Rates and Hours of Operation. The maximum permissible rates charged at the Facilities are determined by the City Council or Parking Authority Board of Directors, and all rates are published in the annual schedule of fees and charges. Current facility information and rates are shown below:

Facility/Job Description Hours of Operation Rates Capacity Public Gardens Garage at the
Montage Hotel
Structure (Self/Valet)
Pay-on-Foot
24/7
$0.00 first hour
$0.00 second hour
$3.00 per half-hour
$5.00 after 6PM
Daily Max. $22.00
Event: $8.00
Monthly: $125.00
Total: 1,164
450 N. Crescent
Structure (Self/Valet)
Pay-on-Foot
Monday-Friday 5:00AM-11:00PM,
Saturday 7:00AM-11:00PM
Closed Sundays (Hours are subject to
change with the opening of the
Annenberg Center)
$1.00 first hour
$1.00 second hour
$3.00 per half-hour
$6.00 Early Bird
$5.00 after 6PM
$22.00 Daily Max.
$105.00 Monthly
Total: 451
9333 W. Third Street
Structure (Self Park)
Pay-on-Foot
24/7
$1.00 first hour
$1.00 second hour
$2.00 per half-hour
$3.00 after 6PM
Daily Max. $16.00
Monthly: $135.00
Total: 549
Fleet: 187
All Locations
Collection, invoicing and
reporting of all monthly
parking revenue
generated.

N/A
438 N. Beverly Drive/439 N.

Cañon Drive
Wednesday, Thursday, Friday, Saturday
9:00 AM until 5:00 PM (Hours subject to
change at CITY’s discretion)
Valet Services: No
revenue collection
responsibilities
N/A
Annenberg Theatre for the
Performing Arts As required Valet Services N/A
Monthly Parking. The Facilities are operated as public parking locations with the primary focus being on short-term transient parking for businesses located in the general vicinity of the Facilities.

Monthly parking is permitted to the extent that transient parking is not negatively impacted. CITY shall authorize the approved number of monthly parking permits and the rate, as set forth in the Schedule of Fees and Charges.

OPERATOR’s responsibilities shall include the collection, invoicing, deposit, reconciliation and reporting of monthly parking revenues for all CITY Facilities; currently (19) locations in total. Additional locations may be added as necessary by CITY.

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CITY reserves the right to participate in the selection and removal of personnel, and will require OPERATOR to provide additional personnel or modify its operating procedures at the sole discretion of CITY.

In addition to the staffing required for the daily operation of the Public Gardens at the Montage Hotel and 450 N. Crescent Facilities, monthly invoicing, collection and reporting, and the collection of the pay-on-foot device at 9333 W. Third Street, OPERATOR shall also provide staff to perform valet Services on Wednesday, Thursday, Friday and Saturday (9:00 AM until 5:00 PM) at 438 N. Beverly/439 N. Cañon (or as directed by CITY), and valet Services on an as needed basis for the Wallis Annenberg Center for the Performing Arts (“Annenberg”) valet parking operation. The dates and times OPERATOR provides valet service for the Annenberg will be determined based upon weekly coordination meetings between OPERATOR and Annenberg representatives.

All work performed with regard to the 438 N. Beverly/439 N. Cañon and Annenberg valet Services shall be reimbursed by CITY for the expenses incurred. OPERATOR shall invoice CITY for each hour of service provided at the agreed rates set forth in Exhibit B-1, which will include OPERATOR’s overhead and profit and the cost of all required insurances including Worker’s Compensation.

When directed by CITY, OPERATOR shall provide additional labor to handle business needs (i.e. valet assist or stacked parking during the holiday season, special events, parking for private parties accommodated in a structure, added staff at another facility, etc.) and shall receive compensation from CITY for OPERATOR’s personnel for the personnel costs set forth in Exhibit B-1.

A. Job Descriptions. The following are job descriptions of key OPERATOR personnel:

1. General Manager. OPERATOR will name a General Manager (“GM”) who has responsibility for all activities at the Facilities. GM will work cooperatively with CITY and all relevant stakeholders. GM shall maintain a highly visible presence within the Facilities, including on selected weekends and during periods of heightened activity. GM is responsible for overseeing all aspects of the parking operations including, but not limited to:
a. Daily revenue collection and deposits;
b. Supervising, planning, and scheduling employee duties; c. Hiring and dismissing employees;
d. Evaluating employee performance;
e. Counseling and disciplining employees;
f. Investigating and responding to customer complaints; g. Resolving conflicts;
h. Overseeing the operation of the revenue control equipment. i. Overseeing the removal of cash from the Facilities and ensuring that each of the Facilities is adequately staffed at all times. Recommending operational enhancements and providing revenue forecasts for proposed parking rate adjustments to CITY, and ensuring that all problems within the Facilities are addressed and corrected.

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2. If OPERATOR finds it necessary to replace the GM following commencement of this Agreement, the Department of Public Works (“DPW”) Parking Division staff shall participate in and have the right to approve or reject the selection of a replacement GM.

3. Parking Manager. The Parking Manager (the “PM”) shall support the GM in all aspects of parking facility operations for the parking facility they are assigned to manage. Duties include but are not be limited to overseeing the administration of the parking office, developing procedures, processing paperwork, planning work schedules, reviewing and approving documents, monitoring employee performance, counseling employees, coordinating employee work activities, counting money, investigating revenue discrepancies, auditing employee and customer use of monthly key cards, ensuring that revenues collected are accurately recorded and properly secured, coordinating bank deposits, reviewing and preparing parking revenue reports, conducting parking facility inspections, responding to customer concerns and complaints and ensuring that their assigned facility is sufficiently staffed at all times. PM shall also conduct routine inspections of the parking facility on a daily basis. Daily inspections shall be documented in the form of a checklist or log and will be available to CITY staff upon request.

Inspections shall include but not be limited to maintenance, cleanliness, safety hazards, public safety, proper functioning of revenue control equipment, attendant performance and cash and accounting audits.

4. Customer Service Ambassador (Temporary Position at the direction of CITY) CITY is known world-wide as a destination synonymous with luxury and impeccable service.

When visitors come to CITY they expect to be greeted by a friendly face that will go the extra mile to assist every need they may have. The Customer Service Ambassador (the “CSA”) is a temporary position that is responsible for supporting the GM and PM in all aspects of customer service for the parking facility they are assigned. Duties include, but are not limited to, handling customer inquiries and complaints, assisting customers with the payment of parking fees at the automatic payment machines, completing incident reports and acting as an ambassador for the parking facility.

5. Custodial Attendant - The Custodial Attendant (the “CA”) will clean the Facility on a daily basis. The MA responsibilities include, but are not be limited to daily sweeping garage parking levels, including the entrance and exit ramps, picking up trash and debris, sweeping, policing and mopping the garage stairwells, cleaning the area immediately surrounding the elevator vestibules, escalator core, and parking office, emptying waste baskets, cleaning and emptying ashtrays, directing traffic and periodic placement and removal of directional sign stands and rubber traffic cones (weighing up to 25 pounds).

This CA may interact with the public at times, by directing traffic and answering questions B. Operations.

1. Employee Training and Development - OPERATOR has reviewed the Beverly Hills Ambassador Program, and shall provide a formal training program for all new hires to develop their skills and abilities for achieving quality work performance consistent with the Beverly Hills Ambassador Program. The program shall involve classroom and field instruction, encourage employee participation and include, but not be limited to, cashier training, reporting procedures, maintenance and safety standards and inspections, ticket transactions, professional conduct, customer service and effective communication techniques, dispute handling, emergency, and safety procedures and security measures.

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OPERATOR shall provide refresher training courses to existing employees every six months.

3. Uniforms and Appearance - OPERATOR shall furnish all employees with uniforms acceptable to CITY consisting of a jacket, shirt, and full-length pants. Employees shall be attired in clean uniforms bearing the CITY stating: “as Operated by Parking Concepts, Inc.”, and be well-groomed at all times while on duty. Employees will wear name tags to clearly identify themselves to the public and CITY staff.

4. Required Equipment. Prior to the commencement of parking operations, the OPERATOR shall purchase certain equipment and supplies required to operate the Facilities in a manner consistent with that of a First-Class operation, as detailed below.

5. Parking Management Office. The Facilities each contain a Parking Management Office.

OPERATOR will outfit each office with resources that include but are not limited to the following: furniture, personal computers, printers, telephones, safe(s), facsimile machine, photocopy machine, time clock and any other equipment or materials necessary to effectively administer the operation of the Facilities. Equipment shall be the responsibility and property of OPERATOR.

If some offices are already equipped with two-way radios owned by CITY, such items will be inventoried, utilized by OPERATOR and remain the property of CITY upon termination of the Agreement.

7. Elevator and Escalator Core. Regular pedestrian ingress and egress to the Facilities is through either an elevator or escalator core with landings on each floor of the individual Facilities and/or retail areas. Maintenance and repair of the escalators, elevators, light fixtures and art work within the elevator lobbies and escalator landing areas shall be provided by CITY and therefore, shall not be included in OPERATOR’s scope of Services.

OPERATOR shall notify CITY whenever problems, unusual circumstances or outages occur at any of the Facilities.

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8. Security Services. OPERATOR is not responsible for providing security Services or to engage a qualified third-party firm for such Services. However, OPERATOR shall maintain a presence at each parking facility, and notify CITY whenever problems or unusual circumstances occur regarding security and/or security equipment at any of the Facilities.

C. Custodial and Other Services. OPERATOR shall maintain the Facilities in good order and condition consistent with that of a First-Class parking operation. Responsibilities shall include, but will not be limited to, the following:

1. Cleaning. OPERATOR shall remove all papers, debris, refuse and surface waters and thoroughly sweep paved areas on a daily basis. Stairwells shall be swept and cleaned on a daily basis. No garbage or trash shall be permitted to accumulate, except in covered containers of a type approved by CITY. OPERATOR shall provide for regular trash collection Services so as to maintain a clean and safe environment within the garage.

Trash receptacles shall be cleaned and oil and grease deposits shall be removed from the parking surface, as needed.

2. Power Sweeping. Power sweeping shall be performed at the direction of CITY, and OPERATOR shall be reimbursed for any direct expenses incurred.

3. Steam Cleaning. Steam cleaning shall be performed at the direction of CITY, and OPERATOR shall be reimbursed by CITY for any direct expenses incurred for this action.

4. Entrance/Exit Plaza. OPERATOR shall remove and replace signage as needed. All work described shall be subject to the approval of CITY, and will be reimbursed for the direct expenses incurred.

5. Lighting. CITY shall clean lighting fixtures, on an as needed basis. Facilities will remain lighted for security purposes seven days per week, 365-days per year, and lighting shall be uniformly distributed throughout the Facilities. OPERATOR shall notify CITY whenever problems, unusual circumstances or outages occur at any of the Facilities.

6. Fire Alarm Monitoring. CITY shall maintain and oversee the operation of the fire alarm system within each individual Facility (if applicable). OPERATOR shall notify CITY whenever problems or unusual circumstances occur at any of the Facilities.

7. Exhaust Maintenance. OPERATOR shall oversee the operation of the exhaust system within each parking facility (if applicable). All work performed will be reimbursed for the direct expenses incurred.

8. Other Services. CITY reserves the right to request OPERATOR to perform other Services in special circumstances; the initial cost of which shall be assumed by OPERATOR. The direct expenses incurred for these Services shall be reimbursed during the month incurred upon presentation of substantiating invoices and prior written approval by CITY to perform said Services, at an agreed-upon price. Such Services may include but will not be limited to the purchase of equipment and supplies, placement of materials and equipment and performance of special custodial maintenance activities in connection with the Facilities.

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D. Parking Access and Revenue Control System (“PARCS”). OPERATOR shall oversee the operation of the PARCS daily and also work closely with CITY and their parking equipment service provider Sentry Control Systems (the “Contractor”), to ensure the PARCS are fully operational. OPERATOR shall monitor the service and repair of the equipment, including recording the removal of equipment and/or parts and maintaining an accurate spare parts inventory.

OPERATOR and its personnel shall be trained in the proper use of the PARCS and related software, and maintain the ability to generate comprehensive reports including the following, and any other reports requested by CITY:
 Daily event log;
 Shift reports;
 POF reports;
 Transaction reports;
 Credit card reports;
 Exception reports;
 Validation reports;
 Outstanding ticket reports;
 Daily and monthly summary reports;
 Activity and use report.

E. Signage. OPERATOR shall clean all existing signs in the Facilities, including parking rate signs, directional and other signage related to parking functions. OPERATOR will not be responsible for directional signage pertaining to the elevator and escalator core, pedestrian only landing areas and elevator lobbies. OPERATOR may be required to provide additional signage in the Facilities from time to time, at CITY’s expense, subject to the approval of CITY. All work will be performed at the direction of CITY and will be reimbursed for the direct expenses incurred.

F. General Requirements. OPERATOR shall abide by the stated general requirements throughout the term of the Agreement. General requirements include but will not be limited to the following:

1. Operations Office. A central office and records retention area shall be provided by CITY (if not available within the Facilities). OPERATOR shall maintain 24-hour telephone service for emergency contact. Emergency contact information shall be available to the DPW - Parking Division. OPERATOR shall answer the emergency number at all times, respond to any call within 30 minutes and notify DPW - Parking Division if and when the Emergency number is changed.

2. Reserved Spaces. No spaces shall be reserved for certain patrons or businesses without prior written approval by CITY.

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4. Improvements and Alterations. No improvements, structures, facilities, alterations or additions shall be made to or upon a parking facility by OPERATOR without the prior written consent of the DPW - Parking Division.

5. Non-Parking Revenues. OPERATOR shall not enter into any agreements concerning non-parking uses of the Facilities without the prior written consent of the DPW - Parking Division. Non-parking uses shall include but will not be limited to product promotions, commercial advertising on CITY property or on ticket stock.

Revenue generated by such non-parking uses shall be identified and reported monthly as revenue from the Facilities.

G. Bank Deposits. The bank deposit requirements for the operation of the Facilities are described in this section. OPERATOR shall abide by the stated requirements throughout the term of the Agreement. The requirements include but will not be limited to the following:

1. Revenue Collection. OPERATOR shall implement revenue control procedures to account for parking fees collected, tickets issued, collected and lost. Daily reports and logs that contain the name of the parking personnel who open and close the POF devices, opening and closing ticket numbers and a list of overnight vehicles with amount due, shall be maintained. OPERATOR shall implement a secure system for collecting and moving cash from cashier areas or POF devices to the Facility’s management office. OPERATOR shall ensure that all revenue is accurately counted and secured in a safe(s) and that security procedures are implemented that prevent theft or expose pilferage.

OPERATOR’s proposed methodology for Revenue Control, and Collection, shall be summarized in their submittal response to this RFP.

2. Bank Deposits. OPERATOR shall deposit daily, all gross revenues collected from the Facilities into CITY’s bank account. Deposits shall be made by the close of the next business day following the day on which revenue is collected.

OPERATOR shall transmit a daily listing of deposits to the DPW - Parking Division electronically or by facsimile each business day.

OPERATOR shall be responsible for safekeeping parking revenue at all times, including overnight and on weekends, until revenue is deposited into CITY account.

OPERATOR shall transport all revenue via a CITY-contracted armored transport carrier contracted at CITY’s expense.

3. Delinquent Deposits. If OPERATOR’s deposit of gross revenue due to CITY is delinquent; not received by the close of the next business day following the day on which DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -15-
the revenue is collected, OPERATOR shall be subject to monetary penalties in accordance with the following schedule:
a. If deposited within one to 30 calendar days after due date, a penalty of up to five percent (5%) of the amount of the gross revenue due may be assessed by CITY. b. If deposits of gross revenue are delinquent for over 30 calendar days after the due date, a penalty of up to ten percent (10%) of the amount of the gross revenue due may be assessed by CITY.
c. In either instance, CITY shall have the right to attach or garnish OPERATOR’s Performance Bond to cover the delinquent amount due, plus any assessed late payment fees.
d. CITY retains the right to waive or reduce penalties assessed pursuant to this section at its reasonable discretion.

H. Performance Criteria

2. Meetings. Meetings between OPERATOR and responsible CITY representative(s) will be held at the direction of CITY at the DPW Building, located at 345 Foothill Road, Beverly Hills, CA, 90210 or at another mutually agreed upon site on an agreed upon date and time.

OPERATOR shall note the location, date and time as well as the action taken or the reason for non-action. The complaint log shall be available for inspection by the DPW - Parking Division staff at all times.

4. Reporting Requirements. OPERATOR shall submit the following monthly reports, as deemed necessary by CITY:
i. Monthly Operations Summary. A Summary of Operations report shall be turned in no later than the fifteenth of each month for the reporting period. Report shall include, but not be limited to, parking utilization by the parking facility, tickets issued by the parking facility, permitted non-parking uses by the parking facility, validated tickets by parking facility and other noteworthy actions not specifically covered in other reports. Reports shall be submitted to the DPW - Parking Division.

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ii. Incident Notification. Incidents involving fire and/or law enforcement authorities or reports of personal injury resulting from incident(s) in the Facilities shall be reported to the DPW - Parking Division immediately, followed by a written incident report submitted within seven calendar days of the incident. iii. Statement on Auditing Standards No. 70. At the direction of CITY, OPERATOR shall engage an independent CPA to examine and report on controls and obtain an objective evaluation of the effectiveness of controls that address operations, compliance and financial reporting.

5. Approved Use of the Facilities. OPERATOR shall immediately advise the DPW - Parking Division of the nature of any requests for use of the Facilities other than for regular fee parking. Any such use shall be approved subject to the prior written approval of CITY.

6. OPERATOR's Books and Records/Audits and Inspections. CITY staff will meet with OPERATOR to review record keeping methodologies necessary to ensure adequate reporting to CITY.

At any time during normal business hours and as often as CITY deems necessary, OPERATOR shall make available to CITY for examination, all books, ledgers, journals and accounting records that reflect receipts derived from the operation of the Facilities as well as accounting records that pertain to expenditures relative to the operation and maintenance of the Facilities.

The aforementioned records and all source documents including, but not limited to, tickets/ticket stubs, receipt for monthly parking, logs, validation receipts, daily bank deposit slips, invoices of Services and other related records, shall be retained by OPERATOR for a period of not less than (3) three-years, or until the examination of the source documents are completed and audit reports are finalized, whichever is later.

In the event CITY discovers unreported revenue during the examination and audit, OPERATOR shall pay CITY the entire unreported amount and a penalty of $500.00 (Five Hundred Dollars) for each incident, plus 1% (One Percent) accrued interest per month.

An additional 1% (One Percent) interest may apply until the requested unreported revenue is paid in full. This Agreement may also be terminated pursuant to Section 12 as a result of any unreported revenue.

CITY retains the right to dispatch auditors to the Facilities at any time. OPERATOR will provide an adequate private working area for CITY auditor. Auditor shall have ready access to a photocopy and facsimile machine, and shall be allowed to interview any employee of OPERATOR. Testing and sampling methods may be used in verifying DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -17-
reports submitted by OPERATOR. Deficiencies ascertained by the use of such testing and sampling methods, by applying the percentages of error obtained from such testing and sampling to the entire period under examination, will be binding and admissible in court to prove any amount due CITY from OPERATOR. This will not prevent OPERATOR from producing actual records and figures in court to rebut the sampling methodology.

CITY will then conduct an audit of all the records for the audit period. In the event the deficiency is determined to be 2% or more of the amount of revenue actually reported to CITY, OPERATOR shall pay for the entire cost of the audit.

7. Monthly Compensation Deductions
For the purposes of monthly compensation fee deductions, “Office Employee” is defined as any individual performing duties as the General Manager, or Parking Manager. “Field Employee” is defined as any individual performing duties as a Customer Service Ambassador, Custodial or Valet Attendant. “Paperwork” is defined as any documents used by OPERATOR at the direction of CITY to record daily business activities including but not limited to payroll records, incident reports, monthly revenue reports, fee collections, parking validations, over and under-rings, and bank deposits.

Upon review of the operation of the Facilities and required reports, CITY retains the right to deduct fees from OPERATOR’s monthly compensation under any of the following conditions:
 $25.00 per day for each individual page of paperwork that OPERATOR processes and fails to submit to CITY at the direction of CITY.
 $25.00 per day for each individual page of paperwork that OPERATOR submits to CITY that is not properly corrected, missing required information or contains inaccuracies.
 $50.00 for each instance that an Office Employee or Field Employee is absent from an assigned work area for reasons of abandonment or personal, non-emergency interest. Such penalty will not preclude OPERATOR from initiating employee disciplinary action.
 $50.00 for each instance that an Office Employee or Field Employee rudely interacts with a customer while performing his/her duties.
 $200.00 will be deducted for each day OPERATOR fails to submit the required Monthly Summary of Operations report by the end of the business day on the due date.  $200.00 for each instance that a Field Employee fails to adequately anticipate the need for open lanes by not scheduling off-peak period employee breaks, thereby resulting in excessive exiting delays for the general public.  $200.00 for each instance that a Field Employee engages in activity that detracts from a professional and alert stance while on duty (including, but not limited to drinking alcohol, sleeping, eating meals, maintaining lengthy personal conversations, or holding non-emergency telephone calls.) Drinking water, cold drinks and hot beverages is acceptable, but should not be consumed while assisting the traveling DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -18-
public. Such penalty will not preclude OPERATOR from initiating employee disciplinary action.
 $500.00 for each instance that an Office or Field Employee commits vandalism, deliberate disabling or defacing of property and equipment (including revenue control equipment) belonging to CITY, or commits any crime. In addition, OPERATOR shall be required to return said damaged property to its original condition or better. Such penalty will not preclude OPERATOR from initiating employee disciplinary action or either entity reporting employee to the appropriate authorities.  $500.00 for each instance that an Office or Field Employee commits theft of CITY revenues, CITY property or commits any other crime. Such penalty will not preclude OPERATOR from initiating the employee disciplinary action or either entity reporting employee to the appropriate authorities.
 $500.00 for each instance that an Office or Field Employee commits theft of property belonging to the parking public, OPERATORs, visitors, or retail tenant employees, or commits a CITY criminal action. Such penalty will not preclude OPERATOR from initiating employee disciplinary action or either entity reporting employee to the appropriate authorities.
 $500.00 for each instance of improvements or additions is made in, to, or upon the Facilities by OPERATOR without receiving prior written authorization from CITY.

Furthermore, OPERATOR or CITY shall return the Facilities to the original condition or better, at OPERATOR’s expense.

Monthly compensation fee deductions do not preclude, minimize, or replace OPERATOR’s responsibility for ensuring appropriate corrective actions are taken when necessary. CITY retains the right to waive or reduce such penalties as assessed under Section H(7), or implement other remedies, at its reasonable discretion.

8. OPERATOR Performance. CITY will conduct evaluations of OPERATOR performance during the term of the Agreement. Evaluations will be based on a number of criteria including the quality of work product, Services performed and timeliness of performance, financial data and expertise of personnel assigned to the Facilities. If OPERATOR receives a “Marginal” or “Unsatisfactory” rating on an evaluation, OPERATOR shall be allowed 14 calendar days to respond and cure. CITY will consider a Marginal or Unsatisfactory rating and OPERATOR’s response and ability to cure, when evaluating future proposals from OPERATOR when awarding other service contracts.

I. Additional Services
Upon CITY’s request, additional services will be set forth in an executed Individual Project Order (IPO) to be approved by CITY in writing before any additional work, billing or demand for payment will be initiated. Each IPO shall contain an estimate costs of the project along with a not-to-exceed amount, which shall include all material, labor and expenses. If the scope of the engagement changes or the cost of the engagement will exceed the not-to-exceed amount, then the OPERATOR shall obtain written permission or an amendment to the IPO.

DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -19-
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 OPERATOR 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 “OPERATOR employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

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

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

1. Require OPERATOR 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 OPERATOR 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 OPERATOR employees report to work.
(b) Contact your CITY Responsible Principal.
(c) Direct OPERATOR 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. OPERATOR shall disinfect all areas that OPERATOR’s employees come in contact with while performing services under the Agreement before and after usage.

4. OPERATOR employees shall not return to any CITY facility until they meet the guidance* of the Los Angeles County Department of Public Health. * OPERATOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance for managers.

DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -20-
D. OPERATOR shall also maintain daily monitoring and record keeping in connection with CITY projects where OPERATOR 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. OPERATOR employees are not working while sick.

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

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

E. OPERATOR 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.

OPERATOR 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 OPERATOR’s daily logs to ensure compliance with this Agreement. CITY has the right to send OPERATOR employees home who do not comply with these requirements. OPERATOR 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 OPERATOR shall execute the attached “ACKNOWLEDGEMENT OF CITY VACCINATION AND RECORD KEEPING REQUIREMENTS AGAINST THE COVID-19 VIRUS”, Attachment 1 to this Exhibit.

DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -21-
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 OPERATOR.

I hereby acknowledge and agree to comply with any federal, state and/or local laws, regulations and orders including the CITY’s requirement that OPERATOR and its employees, personnel, agents, subconsultants, volunteers, and subcontractors, or any other individuals under the control of the OPERATOR, 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 OPERATOR 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 OPERATOR as further described in this Attachment.

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. Covered Employees may be required 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. OPERATOR 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. OPERATOR shall maintain a log, certified by OPERATOR, 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. OPERATOR 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.

DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 -22-

I, THE UNDERSIGNED, HEREBY ACKNOWLEDGE THAT THE FOREGOING IS TRUE AND CORRECT UNDER PENALTY OF PERJURY.

PARKING CONCEPTS, INC.

By:____________________________________________________________ Name: PETER MARTIL
Title: Regional Director of Operations
Contract 238-13 / Vendor# 6008

DocuSign Envelope ID: 45128E71-4943-4028-8CB2-B3B26C65C6F5 Certificate Of Completion
Envelope Id: 45128E71494340288CB2B3B26C65C6F5 Status: Completed Subject: Please DocuSign: Parking Concepts, Inc. (238-13) - Amendment 4 COVID Source Envelope:

Document Pages: 22 Signatures: 6 Envelope Originator:

Certificate Pages: 2 Initials: 0 Erin Justus
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
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2/1/2022 7:45:32 AM
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Gill Barnett
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President
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Peter Martil
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Regional Director
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Robert Hindle
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Daren Grilley
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Shana E. Epstein
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Director of Public Works
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Genevieve Row
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COPIED

Beverly Hills City CouncilAugust 2, 2022

Beverly Hills City Council
August 2, 2022