Beverly Hills City Council
December 13, 2022

AGENDA REPORT
Meeting Date: December 13, 2022
Item Number:

To: Honorable Mayor & City Council
From: Michael Hensley, Deputy Director of Public Works, Operations Craig Crowder, Fleet & Facilities Manager
Judi Tamasi, Senior Management Analyst
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND GEORGE S. HALL, INC. FOR FACILITIES ENGINEERING

OPERATIONS AND MECHANICAL MAINTENANCE AT CITY
PROPERTIES; AND

APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR
2022/23 IN THE NOT-TO-EXCEED AMOUNT OF $1,364,556;
AND

APPROVAL OF A ONE-TIME APPROPRIATION FROM THE
CAPITAL ASSETS FUND IN THE AMOUNT OF $414,551 FOR
FISCAL YEAR 2022/23; AND

APPROVAL OF A ONE-TIME APPROPRIATION FROM THE
PARKING ENTERPRISE FUND IN THE AMOUNT OF $204,716
FOR FISCAL YEAR 2022/23; AND

APPROVAL OF AN ONGOING APPROPRIATION FROM THE
CAPITAL ASSETS FUND IN THE AMOUNT OF $1,004,166 TO
BEGIN IN FISCAL YEAR 2023/24; AND

APPROVAL OF AN ONGOING APPROPRIATION FROM THE
PARKING ENTERPRISE FUND IN THE AMOUNT OF $495,883
TO BEGIN IN FISCAL YEAR 2023/24
Attachments: 1. Agreement

2. Vendor Selection Process and Total Estimated Value of the Agreement with GSH
•

BEVERLY
HILLS
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D-10
Meeting Date: December 13, 2022

RECOMMENDATION
Staff recommends the City Council (1) approve an agreement with George S. Hall, Inc. for facilities engineering operations and mechanical maintenance at City properties, (2) approve a purchase order for Fiscal Year 2022/23 in the not-to-exceed amount of $1,364,556, (3) approve a one-time appropriation from the Capital Assets fund in the amount of $414,551 and from the Parking Enterprise fund in the amount of $204,716 for Fiscal Year 2022/23, (4) and approve an ongoing appropriation from the Capital Assets fund in the amount of $1,004,166 and from the Parking Enterprise fund in the amount of $495,883 to begin in Fiscal Year 2023/24.

INTRODUCTION
The City provides building maintenance services to approximately 65 buildings and facilities with a total area of approximately 3,200,000 square feet. The Public Works Department maintains these buildings using a combination of City staff and service providers through ongoing maintenance agreements and capital projects. The current provider of facilities engineering operations and mechanical maintenance services (”facilities engineering and mechanical services”) is DMS Facility Services, LLC (“DMS”). The scope of services includes: mechanical-electrical services; fire and life safety; and heating, ventilating, and air conditioning (HVAC) systems. The agreement with DMS expires on January 31, 2023. Staff completed a competitive request for proposal process to award a new contract for these critical services.

DISCUSSION
The proposed agreement in this agenda item contains a more defined and expanded scope of services when compared to the current scope of services and a new set of service standards for maintenance of the City’s building systems. The goals of this new direction are the following.  Enhance maintenance service levels at all City and tenant facilities;  Reduce unplanned failures and capital expenses;  Improve the performance of the City’s building systems. Current Agreement The current contractor, DMS, has been providing facilities engineering and mechanical services since 2011 through their direct work and through oversight of specialized service providers (subcontractors). The work of DMS includes, but is not limited to, the following:  Operate, maintain and repair all components of the Civic Center central HVAC system including the Central Plant, water treatment and the Central Plant automation system;  Maintain and repair all other HVAC systems and building-related water or waste water pumping systems (sump pumps);  Assure proper functioning of carbon monoxide exhaust systems, emergency power transfer switching systems, select emergency lighting uninterruptible power supply systems and City-owned architectural water features, including pumps, plumbing, electrical systems and lighting and control systems;  Maintain/test/inspect/monitor/certify fire and life safety systems.

Meeting Date: December 13, 2022

DMS works throughout the City, including at City-owned and City-occupied buildings (e.g., City Hall, Fire stations, the Police Department and tenant facilities). This contract is set up as contracted staff time, equipment and materials and subcontractor costs. The current agreement expires on January 31, 2023.

RFP Process and Proposed Agreement
Facilities Engineering and Mechanical Services RFP
On March 3, 2022, staff published RFP 22-350-30 for Facilities Engineering Operations and Mechanical Maintenance. The RFP was developed with a more specific and robust scope of services and service level standards when compared to the current agreement with DMS. Staff anticipated seeing higher proposals when compared to the current agreement and this was the case. For example, DMS increased their monthly costs for all services by approximately 25%, when including 15% as-needed and 10% contingency, without increasing the number of staff based on the current agreement. Below are some factors that led to higher proposals when compared to the current agreement that was executed in 2017.  Additional services including major electrical and large diameter plumbing at tenant properties and more preventative maintenance services at City tenant facilities  Additional City tenant facilities receiving maintenance service including the 1945 S. La Cienega and the Robertson Store Front properties
 The new Project Manager position to help ensure vendor performance  Defined standards of service for maintenance of City building systems  Request that proposers include an advanced building management software application with robust work order tracking and reporting capabilities  Increased wages for contracted labor and subcontractors o Due to labor shortages and programmed union wage increases  Increased costs of raw materials to make parts and materials used in maintenance o Steel pricing is up over 200% since 2020 and remains high  Increased costs of completed materials and supplies
o Refrigerant is 4 times more expensive than 1-2 years ago  Increased delivery costs due to high fuel prices
o Diesel fuel is up 48% since this time last year
During review, staff took cost and compensation into consideration, but also looked at completeness of proposals, staffing plans and experience among the other criteria listed in attachment 2. Staff narrowed the list down to two finalists, George S. Hall (GSH) and UG2. Staff is recommending to contract with GSH for the reasons listed below.  Most appropriate staffing plan given the scope of services o Includes a Project Manager and two additional Certified Engineers when compared to current agreement  Subcontractor mark-up of 5% compared to 8% for UG2  Annual increases of up to 3.5% vs. 4% for UG2
 In business for 126 years vs. 10 years for UG2
 Located in Southern California, other U.S. locations, Europe and Asia  Member of the U.S. Green Building Council and has a record of implementing energy savings projects.  Numerous ISO certifications and a history of implementing best management practices for building systems.

Meeting Date: December 13, 2022

 Solid references in Southern California, including the Metropolitan Water District’s headquarters in downtown Los Angeles.

Proposed Agreement
Below are the highlights of the proposed agreement.  Initial term of December 7, 2022-October 31, 2023  Onsite work expected to start February 1, 2023.
o 1st year is prorated to account for the February 1 start date for onsite work and to make the annual price escalations coincide with the annual union wage adjustments which take effect on November 1 each year  Option of four one-year extensions for a maximum of approximately five years o Extensions will cover the period from November 1 through October 31  $210,310 monthly rate for regular/ongoing services
 15% as-needed consideration for unplanned maintenance services  10% contingency amount-not used unless deemed necessary Ongoing/Regular Maintenance
The bulk of the proposed contract is for ongoing/regular maintenance on the City’s building systems. These services represent preventative maintenance. The proposed monthly cost amount for ongoing/regular services for GSH includes: contracted labor wages, subcontractor costs, materials and supplies, vehicles and equipment, administrative costs and profit. Invoices are submitted monthly. Staff will review the completed work orders and invoices and get regular updates from GSH on the success of the routine maintenance program. Staff will also review GSH’s subcontractor invoices to ensure that the passthrough charges are correct. Below are examples of ongoing/regular maintenance.  Preventative maintenance on HVAC systems to keep City facilities inhabitable and air quality high
 Preventative maintenance on UPS (uninterrupted power supply) and switchgear equipment to help ensure the City’s facilities maintain power.  Inspection and maintenance of fire and life safety equipment to keep the public, tenants and staff safe while occupying City facilities. As-Needed Services The proposed agreement contains an additional 15% for as-needed services based on the monthly ongoing/regular costs amount in the agreement. These as-needed services are identified when conducting routine preventative maintenance or when a system fails and is reported to Facilities Services. Facilities staff will review each request for as- needed services submitted by GSH to determine if the request is warranted. Staff also look to determine if other options are available. The proposed agreement includes language that GSH must look for the best value for the City and get multiple quotes for repairs. The City then reviews the work once completed and confirms the proper amount was charged on the monthly invoice for as-needed services. Staff anticipates using all of the as-needed funding as the vendor identifies opportunities to improve the building systems’ performance and repairs are identified during routine preventative maintenance work. Below are examples of as-needed maintenance services.  Replacement of failed HVAC chiller lines which help to keep the HVAC systems operating at optimal efficiency and indoor climates comfortable.  Repair of sump pumps that help keep water from flooding City facilities during storms.

Meeting Date: December 13, 2022

 Replacement of failing breaker switches which are necessary to keep power on in City facilities.

Proposed Agreement Benefits
Enhanced Service Levels at City Facilities
The first goal that staff will achieve with this new agreement is to enhance service levels at all City facilities. The scope of services and matrices included in the proposed agreement will help the vendor to provide a better level of service at City and tenant facilities by identifying clear responsibilities and service level expectations. These details are not included in the current agreement. For example, GSH staff can look at Fire Station No. 3 on the City facilities matrix and see that they need to inspect and maintain the carbon monoxide ejection system, clean the range hoods and service kitchen equipment, in addition to maintaining the major building systems, like HVAC and electrical. This will help keep the kitchens used by the Fire Department to feed staff operable and up-to-date. GSH will also know that the kitchen equipment must be maintained to the manufacturer’s standards because of the defined service level standards in the proposed agreement.

These standards help ensure that the equipment remains operable and lasts the expected lifecycle. The tenant properties have a separate matrix that provides the vendor with the same specific responsibilities and standards. This helps ensure that the City’s tenants are receiving a high level of service. The new detailed scope of services, matrices and standards of service will also help staff monitor the vendor’s performance in executing the proposed agreement.

In the RFP, staff requested that proposers include a robust building management software application in their proposals. This software application will allow GSH to better track, monitor and report on work performed by their staff and subcontractors. City staff will have access to this information, which provides the City with better transparency and accountability for the vendor’s performance. For example, City staff may receive a complaint that there is an HVAC issue at a tenant property. Under the current agreement, City staff rely on updates from a member of the vendor’s onsite team to provide verbal or written updates before staff can relay the status update to the tenant. With the new software, City staff will be able to log into the system and get real-time status updates to provide the tenant. In addition, City staff can contact GSH’s onsite Project Manager for more details or to escalate a request, if needed. The software will also allow for developing and tracking key performance indicators (KPIs) on how well GSH is performing on service requests at City and tenant facilities. KPIs are not currently being tracked and will help enhance service levels across the board. GSH proposed the Maximo building management software, which is an industry leader. The application has dashboards to view the status of work orders and will help track key performance indicators to better manage vendor performance.

In the RFP and proposed agreement, staff requested that vendors include a Project Manager (PM) position, which is not in the current contract. The PM will serve as the City’s single point of contact for any reported issues, contract compliance and timely work order status updates for City and tenant facilities work. Timely updates on service requests are critical to keeping requesters, especially tenants, informed about the status of their issue(s). The PM will also provide administrative support to the onsite engineering team.

Under the current contract, this administrative work is handled primarily by the Chief Engineer, which takes away from the time the Chief Engineer can spend monitoring work and implementing building maintenance programs. The PM will be an extra set of eyes on subcontractors that helps ensure that service levels are met or exceeded. In addition, the PM or backup staff will be available after hours and on weekends to respond to City and Meeting Date: December 13, 2022

tenant facility issues. Many City tenants operate after regular business hours (regular business hours are 7:30am-5:30pm Monday-Thursday and 8:00am-5:00pm Friday) and on weekends, so having additional response capabilities after hours and on weekends will enhance the level of service that City tenants receive.

The proposed agreement also expands the level of services provided at the City’s tenant properties by adding additional service locations. For example, the current provider performs HVAC work at approximately six locations. The new scope includes this HVAC work and additional support at additional locations such as, the 1945 S. La Cienega property (“Coffee Bean”), the Robertson storefront properties, and 9268 and 9298 W.

Third St. Additionally, the proposed contractor will be responsible for high voltage electrical and large diameter plumbing, which is a service currently being performed on an as-needed basis. Moving from the vendor primarily responding to issues once reported by the tenant to the vendor proactively monitoring systems will ultimately result in a higher level of service for City tenants. Maintaining these building systems at a high level is paramount for the City to keep tenant spaces leased and occupants satisfied with the level of service received from the City. Reduce Unplanned Failures and Capital Expenses The second goal staff will achieve with the proposed agreement is to reduce unplanned failures and capital expenses. Unplanned failures result in issues for building occupants and can have major health and safety implications. For example, if preventative maintenance is not performed on transfer switches for generators then entire City facilities could go dark, including public safety facilities such as Police Headquarters and the three Fire Stations. Staff have developed a scope of services and standards of service that call out the locations where preventative maintenance on transfer switches must occur and the frequency based on the type of equipment and specifications. Performing routine preventative maintenance will reduce the chances that a building experiences a complete outage, as power will cut over to the generators once power is lost.

GSH will provide two additional Certified Engineers when compared to the current agreement. These extra positions will help ensure that preventative maintenance happens on schedule and to the City’s standards. More preventative maintenance reduces the chances of large equipment failures that result in unplanned capital expenses. For example, an under maintained chiller could fail in the middle of summer which would have serious impacts on the building’s occupants. Knowing that regular maintenance is performed will help staff schedule when large pieces of equipment need to be replaced based on the equipment’s average lifecycle.

Facilities staff have developed a facilities condition assessment tool that contains information on all of the City’s building systems and helps tracks the lifecycle of the City’s building system equipment. Staff use this information to identify and address gaps in preventative maintenance and to better plan for capital replacement of equipment. Having access to the GSH’s Maximo software will help staff keep the condition assessment tool up-to-date much more easily then the manual process used to maintain the data now.

Staff can download maintenance data from Maximo and the City’s INFOR asset management system to get a much more complete view of the work being done and needed to maintain the City’s buildings and systems at optimal levels.

Improve the Performance of Building Systems
The standards of service, included as attachment 3 to the agreement, list the specific standards the proposed vendor must adhere to when maintaining the City’s building systems. These standards are not included in the current agreement. Including these Meeting Date: December 13, 2022

standards of service in the proposed agreement clearly communicates the City’s expectations for maintaining its building systems and allows the City to better hold the vendor accountable if these standards are not met. An example of a standard is listed below.  Electrical Systems- -Regularly scheduled infrared inspection performed and reporting of electrical panels using the Institute of Electrical and Electronic Engineers/American National Standards Institute (IEEE/ANSI) standard to evaluate any possible component issue. The City will also leverage GSH’s expertise in implementing energy efficiency standards and ISO (International Organization for Standardization) best management practices to ensure that the City’s building systems are working at the optimal levels. GSH is ISO certified in certified in quality management systems, environmental management systems, facilities management systems, occupational health and safety management systems and energy management systems. GSH also serves on the U.S. Green Building Council (USGBC). The USGBC works to positively impact the environment through its Leadership in Energy and Environmental Design (LEED) green building program. GSH has an Energy Department with dedicated engineers, Energy Managers and experts to assist with implementing energy efficiency programs at facilities that they service.

In addition, GSH’s Maximo building management software will help staff monitor and calibrate the City’s building systems so they operate as effectively and efficiently as possible. Recommendation and Next Steps
Staff is requesting City Council approval of the proposed agreement, approval of the purchase order, and approval of the appropriations detailed below. If approved, staff will begin the transition from the current provider to the new provider with a target of a February 1, 2023 start date. Staff will be bringing forward a separate janitorial contract in the coming weeks that will help to further enhance the appearance and operability of City and tenant facilities. Staff will also bring forward an amendment for general tenant maintenance services based on Add Alternate No. 2 once the MEA meet and confer process has been completed. More information on general tenant maintenance is included in attachment 2.

FISCAL IMPACT
The total annual value of the agreement (for the first year of the contract, consisting of nine months) as the City could execute these services is $2,456,200. The total estimated value of the agreement over the total available term of the agreement, including potential extensions, is $16,742,988 (see table in Attachment 2). Funding for the proposed purchase orders (PO[s]) comes from the Facilities Maintenance (Fund 405) and Parking Services (Fund 810) operating budgets. Based on past expenses of the current vendor, it is estimated that the costs for continued service as-is would be approximately $1,788,696 per year (escalated for Fiscal Year 2022/23). This translates to $745,290 for the five months of Fiscal Year 2022/23 (February 1, 2023-June 30, 2023).

Based on a contract start date of December 7, 2022, and an onsite work start date of February 1, 2023, implementation of the proposed agreement would necessitate appropriations from the relative funds for the first five months of onsite service for a total Meeting Date: December 13, 2022

of $619,267. Staff is requesting a one-time appropriation for Fiscal Year 2022-23 (February 1, 2023-June 30, 2023) of $414,551 from the Capital Assets Fund (405 Facilities Maintenance) and $204,716 from the Parking Enterprise Fund (810 Parking Operations).

This appropriation would cover the purchase order of $1,364,556 for five months of Fiscal Year 2022-23. The anticipated cost increase for these services was included in a Finance Department regular budget update to City Council. The existing budgets are not enough to cover the increase in costs for these services, which for the above contract would escalate by 3.5% annually. When compared to the existing annual budget of $1,851,300 (estimated for Fiscal Year 2023/24), staff is requesting an ongoing appropriation starting in Fiscal Year 2023-24 totaling $1,500,049, which includes $1,004,166 from the Capital Assets Fund (405 Facilities Maintenance), and $495,883 from the Parking Enterprise Fund (810 Parking Operations). If approved by City Council, these amounts will be included in the ongoing operational budget starting in Fiscal Year 2023-24. To the extent additional contract escalations cannot be absorbed by the Facilities Maintenance and Parking Operations budgets, staff may need to bring forward budget enhancement requests to cover contractual escalations.

Jeff S. Muir,
Director of Finance
Shana Epstein,
Director of Public Works
Approved By Approved By
Attachment 1
B0785-0001\2703067v13.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
GEORGE S. HALL, INC. FOR FACILITIES ENGINEERING

OPERATIONS AND MECHANICAL MAINTENANCE AT CITY

PROPERTIES
NAME OF CONTRACTOR: George S. Hall, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Reginald R. Denson, Regional Director of Operations
CONTRACTOR’S ADDRESS: 515 S. Flower St., 18th Floor
Los Angeles, CA 90071
Attention: Reginald R. Denson, Regional
Director of Operations
CONTRACTOR’S E.I.N/TAX I.D. NO.: 36-4117017
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Shana E. Epstein, Director of
Public Works
COMMENCEMENT DATE: December 7, 2022
TERMINATION DATE: October 31, 2023, unless extended
pursuant to Section 2 of the Agreement
Total not to exceed: $16,742,988

CITY FACILITIES (INCLUDING PARKING
STRUCTURES):

Not to exceed $1,777,550 for the first year
(February 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
escalated annually in future years as
described in Exhibit B.

Contingency for ongoing/regular and as- needed services shall not exceed ten percent (10%) of these amounts.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 2 B0785-0001\2703067v13.doc
Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement.

TENANT FACILITIES:

CONTRACTOR shall also perform the
services set forth in Add Alternate No. 1
upon commencement of the term of the
Agreement:

Not to exceed $460,980 for the first year
(February 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
escalated annually in future years as
described in Exhibit B (Tenant Facilities).

Contingency for ongoing/regular and as- needed services shall not exceed ten percent (10%) of these amounts (Tenant
Facilities).

Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement (Tenant
Facilities).

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 3 B0785-0001\2703067v13.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
GEORGE S. HALL, INC. FOR FACILITIES ENGINEERING

OPERATIONS AND MECHANICAL MAINTENANCE AT CITY

PROPERTIES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and George S. Hall, Inc. (hereinafter called “CONTRACTOR”).

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

B. CONTRACTOR represents that it is qualified and able to perform the Scope of Services. C. International, national, state, and local health and governmental authorities are responding to an outbreak of respiratory disease caused by a novel coronavirus named “SARS-CoV-2,” and the disease it causes has been named “coronavirus disease 2019,” abbreviated COVID-19, (“COVID-19”); and
D. 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 E. 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
F. 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
G. 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 COVID-19; and
H. 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 I. 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 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
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 4 B0785-0001\2703067v13.doc
J. The Centers for Disease Control and Prevention (or “CDC”), the California Department of Public Health, and the Los Angeles County Department of Public Health have all issued orders 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; and K. 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, mitigation measures such as mask requirements in indoor settings were reinstated regardless of an individual’s vaccination status.

L. Since then, community transmission has decreased and in February 2022 the state rescinded its indoor mask mandate. As of February 25, 2022, Los Angeles County’s newest Health Order went into effect which gives businesses the option to exempt vaccinated customers, visitors and onsite workers from indoor masking requirements. Unvaccinated or partially vaccinated individuals must continue to wear a well-fitted mask in public indoor settings.

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; and
M. In order to aid in the prevention of the potential spread of the coronavirus at CITY facilities, CONTRACTOR (or its subcontractor approved by CITY), may (at the direction of CITY) install filters, filtration systems, and/or other air cleaners based on CDC guidance. At the direction of CITY, CONTRACTOR may provide other ancillary services and products to abate the spread of COVID-19 at CITY facilities.

N. CITY desires to enter into the Agreement for the services described herein.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Services.
(a) CONTRACTOR’s Scope of Services. CONTRACTOR shall perform the Scope of Services described in Exhibit A in a manner reasonably 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. (b) CITY shall have the right by written notice to CONTRACTOR to change any part of the Scope of Services at any time. In such event, those changes shall be reviewed by CITY’s Director of Public Works or her designee for impacts to the cost of the work, and CITY may authorize an increase or decrease in cost in writing in accordance with the provisions of this Agreement. No such change to the Scope of Services will be effective unless and until agreed to by both parties in writing.
(c) If CONTRACTOR desires to make any change, CONTRACTOR must submit a written request for that change to CITY , which is subject to the written approval of CITY’s Director of Public Works or designee. A corresponding equitable change in the agreed-to compensation for this additional work must be agreed upon by the parties in writing.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 5 B0785-0001\2703067v13.doc
(d) Additions/Deletions to the Scope of Services
During the term of the Agreement, areas requiring services may be added or deleted by CITY in writing, and/or frequencies of services may change, as CITY’s requirements may change.

1. Charges for areas deleted will cease as of the day service is canceled by CITY in writing. 2. Charges for areas added by CITY in writing will commence as of the day service is commenced. Such charges will be calculated according to the rates set forth in Exhibit B.

3. Charges for periods of less than one (1) month will be prorated on a daily basis based on a thirty (30) day month.

Section 2. Time of Performance. CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above. The City Manager or his designee may extend the time of performance in writing for four additional one-year terms or such other term not to exceed four years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Services. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 6 B0785-0001\2703067v13.doc
over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

Section 7. Use of Subcontractors. CONTRACTOR may not employ subcontractors to perform services under the Agreement without the prior written approval of CITY’s Director of Public Works or her designee.

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

Section 9. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR’s Scope of Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Services. Section 10. Permits and Licenses. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

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

Section 12. Insurance. (a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Commercial General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence/Two Million Dollars ($2,000,000) general aggregate, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(1.1) A policy or policies of Commercial Umbrella (CGL, auto and employee liability) in an amount not less than $2,000,000 each occurrence and general aggregate (2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 7 B0785-0001\2703067v13.doc
occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Services required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California. (4) A policy or policies of Pollution Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. CONTRACTOR agrees to maintain in full force and effect such insurance for three (3) years after performance of work under this Agreement is completed.
(5) A policy or policies of Employers Liability and Crime Liability Insurance coverage each with minimum limits of Five Hundred Thousand Dollars ($500,000) per claim. (b) CONTRACTOR shall require each of its subcontractors that perform services under the Agreement to maintain insurance coverage suitable for the type and scope of services performed with minimum limits of One Million Dollars ($1,000,000) per occurrence (including, but not limited to, commercial general liability, vehicle liability, workers’ compensation, etc.). Such insurance shall be primary to any coverage available to CITY. CITY shall be named as an additional insured on all commercial general and vehicle liability policies and all policies shall include provisions for waiver of subrogation against CITY. (c) The policy or policies required by this Agreement shall be issued by aninsurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance policies shall contain an endorsement naming CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 8 B0785-0001\2703067v13.doc
deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

Section 14. Termination.
(1) Termination for Convenience: CITY may terminate this Agreement, in whole or in part, at any time by written notice to CONTRACTOR when it is in CITY’s best interest.

CONTRACTOR shall be paid its costs, including Agreement close-out costs, up to the time of termination. CONTRACTOR shall promptly submit its termination claim to CITY to be paid to CONTRACTOR. If CONTRACTOR has any property in its possession belonging to CITY, CONTRACTOR will account for the same, and dispose of it in the manner CITY directs. (2) Termination for Cause: If CONTRACTOR does not deliver supplies in accordance with the Agreement’s delivery schedule, or, if the Agreement is for services, CONTRACTOR fails to perform in the manner called for in the Agreement, or if CONTRACTOR fails to comply with any other provisions of this Agreement, subject to the right to cure set forth in Section 14(3), below, CITY may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on CONTRACTOR setting forth the manner in which the Agreement is in default. CONTRACTOR or will only be paid the price for supplies delivered and accepted, or services performed in accordance with the manner of performance, as set forth in this Agreement.

If it is later determined by CITY that CONTRACTOR had an excusable reason for not performing, such as fire or flood, events which are not the fault of or are beyond the control of CONTRACTOR, CITY, after setting up a new delivery of performance schedule, may allow CONTRACTOR to continue work.
(3) Opportunity to Cure: Prior to terminating this Agreement for cause, CITY shall provide written notice to CONTRACTOR detailing the nature of the breach or default by CONTRACTOR under this Agreement. CONTRACTOR shall have seven (7) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted.

If CONTRACTOR fails to remedy the breach or default of any of the terms, covenants, or conditions of the Agreement within seven (7) days after receipt by CONTRACTOR of written notice from CITY setting forth the nature of said breach or default, CITY shall have the DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 9 B0785-0001\2703067v13.doc
right to terminate the Agreement without any further obligation to CONTRACTOR other than the obligation to pay CONTRACTOR any undisputed amounts due for goods or services provided prior to the date of termination. Any such termination for default shall not in any way operate to preclude CITY from also pursuing all available remedies against CONTRACTOR and its sureties for said breach or default.
(4) Waiver of Remedies: In the event that CITY elects to waive its remedies for any breach by CONTRACTOR of any covenant, term or condition of this Agreement, such waiver by CITY shall not limit CITY’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement. Section 15. Prevailing Wage. CITY and CONTRACTOR acknowledge that this project is a public work to which prevailing wages apply. CONTRACTOR shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit D, attached hereto and incorporated herein by this reference Section 16. Performance and Payment Bonds. CONTRACTOR shall submit to CITY performance and payment bonds yearly in the annual amount of the Agreement. CONTRACTOR shall adhere to all performance and payment bonding requirements required for admitted California sureties. Additionally, the required performance and payment bonds shall be filed on the forms attached hereto as Exhibits E and F, and incorporated herein by this reference and subject to the written approval of the City Attorney. CONTRACTOR shall file with the City Clerk an original copy of the bond, duly certified by the proper authority and attested by the seal of the corporation, and the transcriopt or record of appointment entitling or authorizing the person or persons purporting to execute the bond for an on behalf of such corporation.

Section 17. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Services. Section 18. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 19. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 10 B0785-0001\2703067v13.doc
Agreement shall become the property of CITY, and CITY may use all or any portion of the work submitted by CONTRACTOR and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 20. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONTRACTOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONTRACTOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONTRACTOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

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

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

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

Section 24. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 25. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 26. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 27. 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.

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Section 28. Federal Government Provisions:
(a) EQUAL EMPLOYMENT OPPORTUNITY.
[Applicable to “federally assisted construction contract” and “construction work” as defined in 41 C.F.R. § 60-1.3]
During the performance of this Agreement, CONTRACTOR agrees as follows:
(1) CONTRACTOR will not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, gender identity, or national origin. CONTRACTOR will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to the following:

Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONTRACTOR agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
(2) CONTRACTOR will, in all solicitations or advertisements for employees placed by or on behalf of CONTRACTOR, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, or national origin.
(3) CONTRACTOR will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. This provision shall not apply to instances in which an employee who has access to the compensation information of other employees or applicants as a part of such employee's essential job functions discloses the compensation of such other employees or applicants to individuals who do not otherwise have access to such information, unless such disclosure is in response to a formal complaint or charge, in furtherance of an investigation, proceeding, hearing, or action, including an investigation conducted by the employer, or is consistent with CONTRACTOR’s legal duty to furnish information. (4) CONTRACTOR will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of CONTRACTOR's commitments under this paragraph of this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. (5) CONTRACTOR will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. (6) CONTRACTOR will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.

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(7) In the event of CONTRACTOR's noncompliance with the nondiscrimination clauses of this Agreement or with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole or in part and CONTRACTOR may be declared ineligible for further federal government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(8) CONTRACTOR will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (8) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. CONTRACTOR will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance:

Provided, however, that in the event CONTRACTOR becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, CONTRACTOR may request the United States to enter into such litigation to protect the interests of the United States.

CITY further agrees that it will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work: Provided, That if the applicant so participating is a State or local government, the above equal opportunity clause is not applicable to any agency, instrumentality or subdivision of such government which does not participate in work on or under the Agreement. The applicant agrees that it will assist and cooperate actively with the administering agency and the Secretary of Labor in obtaining the compliance of contractors and subcontractors with the equal opportunity clause and the rules, regulations, and relevant orders of the Secretary of Labor, that it will furnish the administering agency and the Secretary of Labor such information as they may require for the supervision of such compliance, and that it will otherwise assist the administering agency in the discharge of the agency's primary responsibility for securing compliance.

CITY further agrees that it will refrain from entering into any contract or contract modification subject to Executive Order 11246 of September 24, 1965, with a contractor debarred from, or who has not demonstrated eligibility for federal government contracts and federally assisted construction contracts pursuant to the Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the administering agency or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order. In addition, CITY agrees that if it fails or refuses to comply with these undertakings, the administering agency may take any or all of the following actions: Cancel, terminate, or suspend in whole or in part this Agreement (grant, loan, insurance guarantee); refrain from extending any further assistance to CITY under the program with respect to which the failure or refund occurred until satisfactory assurance of future compliance has been received from CITY; and refer the case to the Department of Justice for appropriate legal proceedings.

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(b) DAVIS BACON ACT.
[Applicable to prime construction contracts in excess of $2,000 awarded by CITY. Applies only to the Emergency Management Preparedness Grant Program, Homeland Security Grant Program, Nonprofit Security Grant Program, Tribal Homeland Security Grant Program, Port Security Grant Program, and Transit Security Grant Program]

1. All transactions regarding this Agreement shall be done in compliance with the Davis-Bacon Act (40 U.S.C. 31413144, and 3146-3148) and the requirements of 29 C.F.R. pt. 5 as may be applicable. CONTRACTOR shall comply with 40 U.S.C. 3141-3144, and 3146-3148 and the requirements of 29 C.F.R. pt. 5 as applicable.

2. CONTRACTOR shall be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. Additionally, CONTRACTOR shall be required to pay wages not less than once a week. (c) COPELAND ANTI-KICKBACK ACT.
[Applicable to all contracts for construction or repair work above $2,000 in situations where the Davis-Bacon Act also applies. It does not apply to the FEMA Public Assistance Program]
.1. CONTRACTOR. CONTRACTOR shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this Agreement.

2. Subcontracts. CONTRACTOR or subcontractor shall insert in any subcontracts the clause above and such other clauses as FEMA may by appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these Agreement clauses.

3. Breach. A breach of the Agreement clauses above may be grounds for termination of the Agreement, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.
(d) CONTRACT WORK HOURS AND SAFETY STANDARDS ACT . [Applicable to FEMA contracts awarded by CITY in excess of $100,000 under grant and cooperative agreement programs that involve the employment of mechanic or laborers]

1. Overtime requirements. No contractor or subcontractor contracting for any part of the Agreement work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek.

2. Violation; liability for unpaid wages; liquidated damages. In the event of any violation of the clause set forth in paragraph (b)(1) of this section CONTRACTOR and any subcontractor responsible therefor shall be liable for the unpaid wages. In addition, CONTRACTOR and subcontractor shall be liable to the United States (in the case of work done DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 14 B0785-0001\2703067v13.doc
under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (b)(1) of this section, in the sum of $26 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (b)(1) of this section.

3. Withholding for unpaid wages and liquidated damages. CITY shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by CONTRACTOR or subcontractor under any such contract or any other Federal contract with the same prime contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime contractor, such sums as may be determined to be necessary to satisfy any liabilities of CONTRACTOR or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b)(2) of this section.

4. Subcontracts. CONTRACTOR or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (d)(1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (d)(1) through (4) of this section. (e) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. [Applicable to “funding agreements” as defined under 37 C.F.R.§ 401.2(a) and any contractor for the performance of experimental, developmental, or research work funded in whole or in part by the Federal government. which does not include the Public Assistance, Hazard Mitigation Grant Program, Fire Management Assistance Grant Program, Crisis Counseling Assistance and Training Grant Program, Disaster Case Management Grant Program, and Federal Assistance to Individuals and Households – Other Needs Assistance Grant Program]
When applicable, CITY shall comply with the requirements of 37 C.F.R. Part 401 (Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements) and any implementing regulations issued by FEMA.
(f) CLEAN AIR ACT AND THE FEDERAL WATER POLLUTION CONTROL ACT. [Applicable awarded by CITY in excess of $150,000 under a federal grant] Clean Air Act

1. CONTRACTOR agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.

2. CONTRACTOR agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to the Federal Emergency DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 15 B0785-0001\2703067v13.doc
Management Agency (“FEMA”), and the appropriate Environmental Protection Agency Regional Office.

3. CONTRACTOR agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA.

Federal Water Pollution Control Act

1. CONTRACTOR agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.

2. CONTRACTOR agrees to report each violation to CITY and understands and agrees that CITY will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office.

3. CONTRACTOR agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. (g) DEBARMENT AND SUSPENSION.

CONTRACTOR and all subcontractors shall not be debarred or suspended throughout the duration of this Agreement pursuant to 2 CFR 180, 2 CFR 200.213, and Executive Orders 12549 and 12689. If CONTRACTOR or any subcontractor becomes debarred or suspended throughout the duration of the Work, CONTRACTOR shall immediately notify CITY. (h) BYRD ANTI-LOBBYING AMENDMENT.

Pursuant to the Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352, as amended by the Lobbying Disclosure Act of 1995, 2 U.S.C. §§ 1601 et seq., contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR Part 20, “New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or any employee of a member of Congress in connection with obtaining any Federal Contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal Contract, grant, or award covered by 31 U.S.C. 1352. Such disclosures are forwarded from tier to tier up to CITY. This requirement shall pass through to any and all subcontractors engaged to perform services under this Agreement.
(i) PROCUREMENT OF RECOVERED MATERIALS. [Applicable to FEMA grant and cooperative agreement programs]

1. In the performance of this Agreement, CONTRACTOR shall make maximum use of products containing recovered materials that are Environmental Protection Agency (“EPA”) designated items unless the product cannot be acquired — DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 16 B0785-0001\2703067v13.doc
 Competitively within a timeframe providing for compliance with the Agreement performance schedule;  Meeting Agreement performance requirements; or  At a reasonable price.

2. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive-procurement-guideline-cpg-program. 3. CONTRACTOR also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act.
(j) ACCESS TO RECORDS. The following access to records requirements apply to this Agreement:

1. CONTRACTOR agrees to provide CITY, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of CONTRACTOR which are directly pertinent to this Agreement for the purposes of making audits, examinations, excerpts, and transcriptions.

2. CONTRACTOR agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed.

3. CONTRACTOR agrees to provide the FEMA Administrator or his authorized representatives access to construction or other work sites pertaining to the work being completed under the Agreement.

4. In compliance with the Disaster Recovery Act of 2018, CITY and CONTRACTOR acknowledge and agree that no language in this Agreement is intended to prohibit audits or internal reviews by the FEMA Administrator or the Comptroller General of the United States. (k) NON-USE OF DHS SEAL, LOGO, AND FLAGS.

CONTRACTOR shall not use the Department of Homeland Security (“DHS”) seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre-approval.
(l) COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDER.

This is an acknowledgement that FEMA financial assistance will be used to fund all or a portion of the Agreement. CONTRACTOR will comply with all applicable Federal law, regulations, executive orders, FEMA policies, procedures, and directives.

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(m) NO OBLIGATION BY THE FEDERAL GOVERNMENT.

The Federal Government is not a party to this Agreement and is not subject to any obligations or liabilities to CITY, CONTRACTOR, or any other party pertaining to any matter resulting from the Agreement.
(n) PROGRAM FRAUD AND FALSE/FRAUDULENT STATEMENTS OR RELATED ACTS.

CONTRACTOR acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to CONTRACTOR’s actions pertaining to this Agreement.

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
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: GEORGE S. HALL, INC.

By:

STEVE WALLIS
Chief Operating Officer
By:

KEVIN O’KEEFFE
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT: _______________________ ____________________________ LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
[Signatures continue]
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____________________________ SHANA E. EPSTEIN
Director of Public Works _________________________ MICHAEL HENSLEY Deputy Director of
Public Works - Operations ____________________________ SHARON L’HEUREUX DRESSEL Risk Manager
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EXHIBIT A

SCOPE OF SERVICES
CONTRACTOR shall perform the following services to the commercially reasonable satisfaction of CITY. A. Ongoing/Regular Services
Ongoing/regular facilities engineering operations and mechanical maintenance shall include, but not be limited to, preventative maintenance on building systems and other maintenance (e.g., HVAC, fire and life safety, electrical/mechanical, etc.). The maps and matrix in Attachment 7 to Exhibit A provide an overview and the following provides a complete list and details. Attachment 3 lists services that have pre-defined standards of service.

NOTE: See “Tenant Locations” below for description of four select services included at tenant locations in this base Scope of Services. See Add Alternate No. 1 (Attachments 6 and 8) for additional services required at tenant locations.

HEATING, VENTILATION, AND AIR CONDITIONING (HVAC)  Inspection/diagnosis, operation, and preventative maintenance of all components of the Civic Center central HVAC/mechanical system including Central Plant.1  Inspection/diagnosis, operation, and preventative maintenance of all other HVAC/mechanical systems in CITY-owned facilities, not covered by the Civic Center's Central Plant system.1  Inspection/diagnosis, operation, and preventative maintenance of all HVAC/mechanical control systems and functionality of control systems.1  Use and maintenance of filtration systems with appropriate High Efficiency Particulate Air (HEPA) filters, Minimum Efficiency Reporting Value (MERV) 13 filters, and/or other air cleaners in all locations as applicable.2  Gun range filter and pre-filter replacement at Police Department.  Providing CITY with recommendations for improvements to increase efficiency in the operation of HVAC and/or control systems.
1 For any work affecting HVAC controls, see Attachment 5. 2 Includes replacement of filters on a regular basis per best management practices (minimum MERV-13 standards or equal).

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FIRE AND LIFE SAFETY (FLS)  FLS systems maintenance/testing/inspection/monitoring/certification.3,4 Includes maintenance, certification, and replacement (as needed) of fire extinguishers.5 -CONTRACTOR or their designated subcontractor shall be registered with the compliance engine (https://thecomplianceengine.com/) and perform all required testing of fire alarm and fire sprinklers systems to stay in compliance with all applicable regulatory requirements. All reports shall be uploaded to the compliance engine and a receipt kept on file. The CONTRACTOR or their subcontractor is also responsible for annual fire extinguisher testing and tag updates and Hydro testing (and replacement if needed) of bottles on 5-year intervals.  Elevator smoke guard maintenance and service.  Ansul service.

OTHER ELECTRICAL/MECHANICAL  Proper operation, service, maintenance, testing, and code-required inspections of electrical systems:*480v/120v electrical panel
*Main electrical panel or high voltage subpanel, including infrared scanning of electrical panels6
*Other electrical systems.  Proper operation, service, maintenance, testing, and code-required inspections of all facility emergency generating systems, and associated switchgear.  Load bank testing.  Inverter service, where applicable.  Proper operation, service, maintenance, testing, and code-required inspections of CITY-owned decorative/architectural water fountains, including pumps, plumbing, electrical systems, lighting and control systems (sculpture, basins, tile and architectural features are excluded).

OTHER SERVICES
 Lighting systems functionality and integration with the Building Management System.  Proper operation, service, maintenance, testing, and code-required inspections of carbon monoxide exhaust systems.7  Range hood service, cleaning, and maintenance.  Proper operation, service, maintenance, and testing of all components of Civic Center Central Plant including water treatment and the plant automation system.  Proper operation, service, maintenance, and testing of all other building-related water or wastewater pumping systems (sump pumps) in CITY-owned Facilities, not covered by the Civic Center's Central Plant system.
3 See proprietary systems description in Attachment 1 Section 1 (first page) and Attachment 5 List of Proprietary Systems. 4 Includes fire alarm monitoring. 5 CONTRACTOR will also be responsible for refilling approximately 61 vehicle-specific fire extinguishers for CITY. 6 This is for any location with an electrical panel. 7 Carbon monoxide (CO) sensors, garage exhaust fans, etc.

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 Providing chemical monitoring and maintenance for hot water and chilled water closed loop systems at multiple locations.  Plumbing
-Ejection systems functionality, service, and maintenance -Sewer ejection systems functionality, service, and maintenance -Storm water pumps (sumps) maintenance
 Proper operation, service and maintenance of kitchen equipment.  Coordination with utility providers, when needed.  Gun range cleaning. (See below for details.)

GUN RANGE CLEANING DETAILS
Gun range cleaning/lead abatement at the Police Department consists of the following tasks twice annually:
i. Remove lead, incidental debris, and brass shells from CITY Police Department’s indoor firing range. All work will be performed by appropriately trained employees, following all applicable regulatory direction, utilizing appropriate PPE (personal protective equipment), and following environmental protections to assure employee and public safety during the course of the project.
ii. CONTRACTOR or subcontractor will employ separation and vacuum equipment as necessary to fraction and remove lead bullets from the rubber backstop material and bring the rubber behind the yellow demarcation line.
iii. CONTRACTOR or subcontractor shall transport the recovered lead and brass shells to an EPA (Environmental Protection Agency)-permitted recycling facility. CONTRACTOR shall provide CITY with a certificate within 10 days.
iv. CONTRACTOR or its subcontractor shall comply with all local, state and federal laws and regulations in connection with the cleaning, transportation and disposal of the lead, incidental debris and brass shells from CITY’s indoor firing range.

TENANT LOCATIONS
Specifically, select services (a subset of the services listed above) are included at CITY-leased tenant properties in the ongoing/regular Scope of Services. (Refer also to Attachment 7 City Maps and Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties.)  Fire alarm monitoring.  Elevator smoke guard maintenance and service.  Switchgear maintenance.  Load bank testing.

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The majority of the facilities engineering operations and mechanical maintenance at CITY's tenant leased properties is included in Add Alternate No. 1 (Attachments 6 and 8). (CONTRACTOR shall also perform the services set forth in Add Alternate No. 1.) B. As-Needed Services
As-needed facilities engineering operations and mechanical maintenance services will be part of this Agreement. These as-needed services would be billed to CITY in addition to the fixed monthly invoice amount for the ongoing/regular Scope of Services.

CONTRACTOR shall submit a detailed cost estimate (including labor, materials and equipment costs) for as-needed maintenance work and obtain approval from the Administrator8, prior to scheduling of the work (see sections Authorization of Work Conducted by Contractor and Obtaining Competitive Pricing of Subcontractors in Attachment 1 Section 2, City Expectations for thresholds).

As-needed services could fall into the categories listed above in Section A Ongoing/Regular Services but would be beyond regular service or preventative maintenance. As-needed services could include major repairs or replacement, sump pump repairs, or upgrades to HVAC systems, and could include urgent/emergency response. There may be additional as- needed services that may arise, which are not listed. C. Building Improvements CITY expects CONTRACTOR to coordinate, supervise, and perform minor building improvements related to facilities engineering operations and mechanical maintenance, as directed by CITY. These types of minor building improvements will be communicated with a list of improvements and/or field sketches. They do not typically require any type of engineering services or construction documents. CONTRACTOR must obtain approval from the Administrator prior to implementing any building improvement requests not initiated by CITY. The Administrator will determine if the proposed work will be (a) implemented by CONTRACTOR (and/or subcontractors) billed additionally under the current facilities engineering operations and mechanical maintenance agreement, (b) implemented by CONTRACTOR (and/or subcontractors) under a separate agreement with CITY, or (c) managed and implemented by CITY (using a separate agreement[s] between CITY and other contractor[s]).

CITY will take the lead on implementing and managing larger and more complex building improvements such as large system replacements, lighting projects, utility size upgrades, etc.

If the building improvement is managed and implemented by CITY, CONTRACTOR’s role might be to assist with ancillary systems work being affected by the building improvement 8 The CITY’s Administrator is defined as the Fleet and Facilities Manager or their designee.

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process. CONTRACTOR is responsible for assisting with noticing the tenants and/or coordinating any ancillary systems work that might affect tenants (as applicable) under Add Alternate No. 1.

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In addition to the Scope of Services text above, see additional details regarding Scope of Services in Attachments to Exhibit A:

ATTACHMENT 1 TO EXHIBIT A-ADDITIONAL ADMINISTRATIVE TASKS ATTACHMENT 2 TO EXHIBIT A-ADDITIONAL AGREEMENT TERMS
ATTACHMENT 3 TO EXHIBIT A–STANDARDS OF SERVICE
ATTACHMENT 4 TO EXHIBIT A-INFECTIOUS DISEASE
ATTACHMENT 5 TO EXHIBIT A-LIST OF PROPRIETARY SYSTEMS
ATTACHMENT 6 TO EXHIBIT A-ADD ALTERNATE NO. 1
ATTACHMENT 7 TO EXHIBIT A-CITY MAPS AND MATRIX OF FACILITIES ENGINEERING

OPERATIONS AND MECHANICAL MAINTENANCE AT CITY PROPERTIES ATTACHMENT 8 TO EXHIBIT A-MATRIX OF ADD ALTERNATE NO. 1-CITY TENANT

LOCATIONS-FACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 25 B0785-0001\2703067v13.doc
ATTACHMENT 1 TO EXHIBIT A

ADDITIONAL ADMINISTRATIVE TASKS

1. Management and Administrative Responsibilities of CONTRACTOR CONTRACTOR shall be responsible for facilities engineering operations and mechanical maintenance services of CITY properties. This includes, but is not limited to, services for the following systems: heating, ventilation, and air conditioning (HVAC); fire and life safety; and mechanical-electrical. The scope includes ongoing/regular services (including preventative maintenance; further discussed in Section A in Exhibit A, Scope of Services) and as-needed services, including emergency services (further discussed in Section B in Exhibit A, Scope of Services). (See also Section C. Building Improvements.) CITY’s Administrator, herein defined as the Fleet and Facilities Manager or their designee, will be the main point of contact with CONTRACTOR. All work shall be coordinated with CITY’s Administrator.

CONTRACTOR will employ directly, or through subcontractors, all necessary labor, equipment, supplies, and materials to provide effective facilities engineering operations and mechanical maintenance services on an ongoing/regular basis at CITY properties listed in this Agreement. If some of the actual services of CITY properties are not being performed by CONTRACTOR, CONTRACTOR shall include subcontracts for such services under the Agreement with CITY. CONTRACTOR shall supervise and manage subcontractors and vendors. CONTRACTOR shall coordinate with other CITY contractors, subcontractors and/or other vendors (as applicable) and provide access to CITY properties, when necessary.

CONTRACTOR shall subcontract with CITY’s vendor(s) for any proprietary system (i.e., fire alarm). However, CONTRACTOR has an option to hire an alternate subcontractor for the proprietary system (fire alarm system) as described in Attachment 5 List of Proprietary Systems.9 CONTRACTOR shall notify CITY’s Administrator and obtain approval prior to performing any work on proprietary systems. Services for the proprietary system shall be included in the bid price unless noted otherwise.

CONTRACTOR shall become familiar with and utilize any warranties, as applicable, when maintaining, repairing, replacing, or upgrading property building systems. 9The CITY retains the discretion to decide if the CITY will retain the contract directly with the current vendor for the proprietary system. In this case, the CONTRACTOR will be responsible for coordinating work with the proprietary system vendor and scheduling access.

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CONTRACTOR shall coordinate, perform, and supervise minor improvement, repair, and replacement work on an as-needed basis (see Section B in Exhibit A Scope of Services).

CONTRACTOR must submit an estimated cost of work and obtain approval from the Administrator prior to implementing such improvements.

CONTRACTOR shall assign a Site Manager (i.e., Project Manager or highest authority) to serve as a single point of contact with CITY’s Administrator. The Project Manager shall delegate a member of the on-site staff as the Alternate Site Manager. The Chief Engineer shall be on-site, using an office provided by CITY, during general operating hours (see below section [a] General Operating Hours) (except when on vacation, sick, etc., in which case the Alternate Site Manager shall be on-site). The Project Manager shall be responsible for all CONTRACTOR activities under this Agreement and for the enforcement of all contract requirements and that person shall serve as the point person for all services and shall be responsible for the coordination of all on-site activities.

The Project Manager will work closely and coordinate with CITY’s Administrator regarding all facilities engineering operations and mechanical maintenance. All work/activities shall be coordinated through the Administrator, except for after-hours and emergency activities whereby CONTRACTOR shall notify the Administrator as soon as possible.

CONTRACTOR shall develop a work plan and regularly meet with CITY’s Administrator to provide updates on operations, maintenance, repair, and management issues.

CONTRACTOR shall use work order system software to manage, schedule, track and record all facilities engineering operations and mechanical maintenance activities and costs related to the Agreement. Data shall be updated on a real-time basis and provided or accessible to CITY staff.10
CONTRACTOR shall develop an annual written preventative maintenance program for each facility, including maintenance schedules, to be submitted to CITY’s Administrator within six (6) months of the Agreement execution date or Notice to Proceed (whichever is later). This program is subject to the approval of the Administrator. This program shall be updated as appropriate, but no less frequently than annually.

CONTRACTOR shall conduct all required CITY, County or State inspections and certifications, as applicable.
10 The CITY uses the Infor work order system and the Munis financial management system.

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CONTRACTOR shall adhere to the applicable Division of Occupational Safety and Health (DOSH, or Cal/OSHA) standards. CONTRACTOR shall comply with all Federal, State, and local laws, regulations, and guidance concerning safety. CONTRACTOR shall manage all work areas to ensure the safety of employees, visitors, and tenants in, or near, CITY properties.

On-site office space and parking will be provided for the Chief Engineer and other CONTRACTOR staff. (Supplying furniture and equipment shall be the responsibility of CONTRACTOR.)

2. CITY Expectations
Noticing
In some cases, advanced noticing for employees, tenants (as applicable), residents, etc. is required for certain types of work. CONTRACTOR shall provide information and coordinate with the Administrator related to upcoming work that may require advanced noticing. The Administrator will notify CONTRACTOR regarding which types of work require advance noticing. CONTRACTOR will provide the information with enough lead time to meet the advanced notice schedule as defined by CITY’s noticing requirements (except where the Administrator approves a reduced advanced noticing period, for example, in an urgent or emergency situation). Using information provided by CONTRACTOR, CITY’s Administrator will prepare and distribute notices using CITY’s standard template.

Operating Hours and Responses by CONTRACTOR
(a) General Operating Hours
CITY’s general operating hours are 7:30 am to 5:30 pm (Monday-Thursday) and 8:00 am to 5:00 pm (Friday), excluding CITY holidays. All on-site responses to requests by the Administrator are expected within 30 minutes during general operating hours. (b) After Hours or Outside of General Operating Hours
After-hours/emergency issues and responses require a 24 hours a day, seven (7) days a week dispatch function. This includes all holidays. For after-hours operations and maintenance issues, CONTRACTOR may start addressing them if they are maintenance-related and urgent, but CONTRACTOR must inform the Administrator within an hour.

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All on-site responses to requests are expected within one hour during after-hours emergency maintenance situations. In urgent or emergency situations, CONTRACTOR shall keep the Administrator fully updated on an ongoing basis, as feasible, regarding the status of the emergency, the vendor(s) used to address the emergency, and the cost. Authorization of Work Conducted by CONTRACTOR CONTRACTOR shall perform ongoing/regular facilities engineering operations and mechanical maintenance services covered under the set monthly fee without special approval.

As-needed work scope and cost shall be approved (including the cost breakdown) by the Administrator prior to implementation. CONTRACTOR may implement any as-needed work (including repair designed to restore a feature back to prior condition) under $5,000, without prior approval by the Administrator.

In emergency situations where the work must be performed immediately and CONTRACTOR is unable to contact the Administrator, it may be necessary for CONTRACTOR to implement the work without prior approval of the Administrator.

Site Walks, Inspections, and Investigations
CONTRACTOR shall establish a schedule to conduct routine site walks on a regular basis at all locations. CONTRACTOR shall proactively look for and identify site-related issues and problems. CONTRACTOR shall maintain an active presence at CITY locations so that CONTRACTOR staff are recognized by CITY employees and tenants (as appropriate). CONTRACTOR shall conduct regular site inspections to include but not be limited to assessing and (as applicable) anticipating maintenance needs, safety hazards, customer issues, damage to equipment, etc.

Upon completion of all construction, maintenance, troubleshooting, or repair jobs, CONTRACTOR shall conduct quality control inspections and perform functional tests of the work completed. CONTRACTOR shall confirm the original request or concern is addressed by testing and verifying functionality. Regarding system replacement work, CONTRACTOR shall submit to CITY’s Administrator all warranties, operations and maintenance manuals, as- builts, and related close-out documents.

CONTRACTOR shall document all incidents or accidents relating to the ownership, operation and maintenance of the property, including any damage or destruction of the property, and notify the Administrator via email as soon as practical and not later than within one (1) business day of learning of such incidents or accidents. CONTRACTOR shall coordinate with the Administrator to provide adequate requested information and background in support of claim resolution.

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Planned Disruptions of Services
Any disruption of building systems requires advance notice (48 hours minimum) and prior approval by the Administrator. CONTRACTOR shall coordinate with the Administrator any scheduled outages of affected CITY properties prior to the commencement of work. Prior notification is required for disruptions of any services (such as utility outages, road or facility closures, etc.), or disruptions caused by any maintenance or construction work. Notices shall be coordinated and posted as described in the previous section, Noticing. In urgent or emergency situations, this requirement may be waived or postponed, in which case, the notice should be posted as soon as possible.

Obtaining Competitive Pricing of Subcontractors
For a new service subcontract for as-needed work that is over $10,000 for a single project, CONTRACTOR should obtain competitive quotes from at least three subcontractors (if possible). CONTRACTOR should select the lowest responsive quote, with a determination that the subcontractor can provide high quality work.

For urgent/emergency work, subcontractors may be hired on a time and materials basis.

Sole source (subcontractor) contracts shall be approved by the Administrator in advance (except for emergency work).

Utility Services
At times, it will necessary for CONTRACTOR to coordinate work related to utility companies.

Working upon notice from the Administrator, CONTRACTOR shall support and schedule the utility services visits with the designated utility providers for the particular CITY property. 3. Software System and Work Status Reports CONTRACTOR shall track their work using work order system software. CONTRACTOR will provide monthly reports to the Administrator listing all inspections and maintenance performed, minor repair, replacement, building improvement, etc. These reports shall detail all inspections performed per property and list of all performed maintenance whether on a regular or as-needed basis. Reports shall be timely, accurate, and at the level of detail requested by CITY. 4. Records Management Systems
CITY will make available to CONTRACTOR the pertinent information relative to facilities engineering operations and mechanical maintenance at CITY properties. All work orders for the prior fiscal year shall be provided electronically, upon request, to the Administrator.

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CONTRACTOR shall maintain a list of all major building equipment (e.g., fire panels, HVAC, fire sprinkler systems, chilled or hot water systems, etc.). CONTRACTOR shall provide description, location, model, size, capacity, service requirements and other information necessary for general building inventory and maintenance records history. CONTRACTOR shall review and update, as appropriate, the inventory list at least annually. These updated documents shall be provided electronically to the Administrator, as requested.

CONTRACTOR shall keep a clear record of all subcontractors used in the performance of its duties. The record shall list the facilities engineering operations and mechanical maintenance responsibilities for each subcontractor. This record shall be provided electronically to the Administrator, as requested.

CONTRACTOR shall maintain an updated list and copies of all warranties, as well as updated maintenance and operating manuals for goods, equipment and machinery purchased, installed, replaced or upgraded. CONTRACTOR shall provide these updated documents to the Administrator upon request.

CONTRACTOR shall review the building assets annually and provide a prioritized list of required upgrades and replacement of building systems and fixtures. This list shall be provided electronically to the Administrator. CONTRACTOR shall summarize and compile documentation of the processes undertaken by CONTRACTOR to obtain competitive quotes. This will include the types of services, the quotes received and from whom, and the vendors selected. Alternately, if it is not possible to obtain competitive quotes for a new service contract, for example, in emergency situations, the justification must be documented. This information shall be provided electronically to the Administrator for the prior fiscal year, upon request.

CONTRACTOR shall maintain an accounting system that will allow the delivery of financial reports on a monthly and yearly basis and produce monthly invoices to the satisfaction of CITY in a timely manner.

CONTRACTOR shall ensure that certificates of insurance are current and shall provide such certificates electronically to the Administrator as requested.

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5. Other Financial
CONTRACTOR will work with the Administrator to develop an estimated annual purchase order for anticipated as-needed work by February 15 of each year for work anticipated for the twelve (12) months of the next fiscal year starting July 1 of each year, in the format and with the detail required by the Administrator. (This is separate from the ongoing/regular facilities engineering operations and mechanical maintenance services.) This shall include any estimates for future as-needed maintenance work and building improvements (e.g., based on past work and inspections, or other knowledge/experience). This estimate for the as-needed purchase order should be broken down by line item specifying the dollar amount per location, as feasible. This as-needed estimate for the purchase order will be subject to the approval of CITY at its sole discretion.

CONTRACTOR will apply for rebates from utility companies for repairs and equipment that meet criteria and follow-up to ensure CITY receives the credit for the rebates.

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ATTACHMENT 2 TO EXHIBIT A

ADDITIONAL AGREEMENT TERMS

1. GENERAL TERMS AND SPECIFICATIONS
(a) Essential Services: CONTRACTOR and Union (if any) shall agree that this is an essential services account and will not cause or permit interruption of service due to labor conflicts (strikes and/or lockouts).
(b) Contractor's License: In accordance with provisions of Section 3300 of the California Public Contract Code, CITY has determined that CONTRACTOR shall possess a valid California Contractor's License Class B or other appropriate license classification under the State Contracting Code.
(c) Liquidated Damages: There shall be a $500.00 assessment for each and every calendar day work remains undone after date fixed for completion. (d) Registration and Qualifications of CONTRACTOR. CONTRACTOR shall be licensed in accordance with Business and Professions Code Section 7000 et. seq.

If CONTRACTOR is not licensed at the time of award of the contract, they shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by CONTRACTOR’s State License Board. Failure of CONTRACTOR to obtain proper and adequate licensing for an award of a contract shall constitute a failure to execute the contract and shall result in the forfeiture of the security of the bidder. (e) Materials and Workmanship. CITY shall have the right to inspect any material used.

Material furnished shall be new, complete, ready-for-use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Contract requirements regarding design, material or workmanship may be rejected at the option of CITY. Any materials rejected shall be removed from CITY premises at the Contractor’s sole expense.

All Work must be approved by CITY. For unsatisfactory Work not corrected, CITY may, at its option, withhold payment for the unsatisfactory Work, deduct the amount from the invoiced amount, have the Work corrected by another contractor at CONTRACTOR's cost and expense or perform the corrective Work with CITY personnel and deduct all costs so incurred by CITY from moneys owed to CONTRACTOR.
(f) Claim Dispute Resolution. In the event of any dispute or controversy with CITY over any matter whatsoever, CONTRACTOR shall not cause any delay or cessation in or of Work, but shall proceed with the performance of the Work in dispute. CONTRACTOR shall retain any and all rights provided that pertain to the resolution of disputes and protests DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 33 B0785-0001\2703067v13.doc
between the parties. The disputed work will be categorized as an “unresolved dispute” and payment, if any, shall be as later determined by mutual agreement or a court of law.

CONTRACTOR shall keep accurate, detailed records of all disputed work, claims and other disputed matters.

2. DIRECTION, TRAINING AND INSTRUCTION
(a) All personnel employed by CONTRACTOR shall be fully qualified to furnish services specified and to conform satisfactorily with conditions of performance detailed in this document. A working Chief Engineer shall be assigned to supervise CONTRACTOR’s on-site employees.
(b) Work Scope shall be maintained to the satisfaction of the Administrator, including the accurate and timely reporting on all activities, as required by CITY. (c) CONTRACTOR shall direct and train their personnel in the safe and efficient operation of all systems and equipment covered under this Agreement.

3. PERSONNEL AND LABOR
CONTRACTOR shall furnish and provide all necessary labor required for the efficient performance of all services specified in this document, including supervision to the full extent contained in these specifications, and such labor shall conform fully with the pertinent conditions of services required.

Non-waivable conditions of contract shall be:
(a) All of the Contractor's employees assigned to each location shall fully capable of understanding written and oral instruction in English, to the satisfaction of CITY. This shall apply to both the Contractor and authorized Subcontractor personnel. (b) Contractor shall furnish a Monthly Report of Vacation and Sick Leave accrual, use and to date total available hours to the Administrator.
(c) Leave accruals are not cashable and will not be paid upon termination of any permanently assigned employee
(d) CONTRACTOR shall provide staffing five days a week, Monday through Friday as directed by the Administrator.
(1) Administrator must be informed if an employee is absent for any reason.
(2) Any employee vacancy or absence not related to Paid Time Off (PTO) that is not filled by CONTRACTOR with an employee of the same level will result in a credit in the billing to CITY.

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(e) CONTRACTOR shall provide a list of paid Union holidays (if applicable) and provide personnel for any holiday if requested by the Administrator. Such work shall be billed at the appropriate overtime rates as shown in the contract. (f) CONTRACTOR shall provide cellular telephones for CONTRACTOR's personnel. (g) CONTRACTOR shall provide vehicles for use by CONTRACTOR's personnel, (to effectively service CITY). Vehicles shall not be more than three (3) model years old at time of the Agreement start and shall be fully outfitted to support necessary tools and equipment. The cost of such vehicle (s) shall be included in the monthly pricing. (h) All scheduled overtime shall be approved by Administrator, in advance. Emergency overtime shall be reported to the Administrator as soon as possible, and no later than the next working day for approval.

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4. DRESS
CONTRACTOR shall provide and require ALL personnel to wear work uniforms while providing services to CITY. Uniforms must be of an approved color and display company insignia, uniforms shall consist of matching or color coordinated shirt and full-length pants, and shall include safety shoes, which all employees will be required to wear.

CONTRACTORs’ employees reporting for work not in correct uniform will not be permitted to enter CITY facilities.

5. RESPONSIBILITY
(a) All CONTRACTOR and subcontractor laborers working on CITY properties shall be subject to approval by CITY and must pass a background check. In case of conflicts, CONTRACTOR shall, at the request of CITY, immediately remove any CONTRACTOR employee (or subcontractor employee) from the job and replace them. The replacement staff shall be subject to approval by CITY.
(b) CONTRACTOR’s employees shall be fully trained professionals to be able to work well with other CITY staff, vendors, and customers. CONTRACTOR shall maintain a pool of qualified replacement personnel to cover absences and terminations.

6. SECURITY
(a) Any and all personnel used to perform work herein specified may be investigated by the Beverly Hills Police Department, which shall include, but not be limited to, photographing and fingerprinting. CONTRACTOR shall be responsible to investigate the background of his employees and shall not permit any person with a criminal record to work on CITY premises without the advance written approval of the Administrator. CONTRACTOR’s personnel shall be subject to the same background checks as full-time CITY employees.

CITY reserves the right to accept and/or reject personnel utilized by CONTRACTOR as it deems appropriate. All CONTRACTOR's employees must be in full compliance with any and all current laws and regulations of the Department of Homeland Security including the U.S. Immigration and Customs Enforcement and U,S. Citizenship and Immigration Services.
(b) CITY may request and CONTRACTOR shall furnish proof of compliance with above laws and/or regulations.
(c) CONTRACTOR's employees will be instructed as to CITY's security procedures and will comply with same, subject to modification only by CITY personnel authorized to administer this service. Keys and/or card keys to the facilities held in CONTRACTOR's custody shall be accounted for at all times.
(d) CONTRACTOR shall not permit unauthorized or non-working persons on CITY premises.

All personnel will be restricted to those areas where they have assigned duties to perform.

Dependents, children or friends of employees are not permitted on CITY premises.

Unauthorized use of CITY telephone or other equipment is prohibited.

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7. SAFETY
(a) CONTRACTOR shall take all steps necessary to insure the safety of his employees and CITY employees and to protect CITY property from damage. CONTRACTOR shall provide CITY on request a copy of CONTRACTOR’s written Safety Program. (b) Hazardous Substances. Specifications including products which may contain hazardous substances shown on the list prepared by the Director of Industrial Relations of the State of California, pursuant to California Labor Code Sections 6380-6386, require safety data sheet(s) (SDSs) prepared in compliance with Title 8, California Code of Regulations, Section 5194. A copy of the SDS shall accompany each shipment of the product to a CITY facility. The product shall be delivered in containers labeled with a common chemical name of the product and the common or technical name of each of the chemical ingredients of the product, together with a statement of precautions to be taken in the use of the product. CONTRACTOR is required to maintain a current SDS record that is stored either electronically or in hard copy and is available to be viewed or is accessible upon requests from CITY. 8. SECURITY OF FACILITIES
(a) CONTRACTOR's personnel shall make certain all doors are locked and securely latched before leaving an area, even for temporary periods.
(b) Any evidence of a possible crime observed by CONTRACTOR's personnel must be immediately reported to the Beverly Hills Police Department Watch Commander. The presence of unknown persons who cannot identify themselves as employees of CITY or provide proof of authorization to be on CITY premises during non-business hours must also be immediately reported to the Watch Commander.
(c) Keys and key cards providing access to CITY buildings shall be furnished to CONTRACTOR who shall be responsible for safeguarding them and preventing their unauthorized use. Upon request, CONTRACTOR shall immediately return any keys as requested by the Administrator. Under no circumstances shall CONTRACTOR duplicate keys. Additional keys or replacements shall be provided by CITY. Any and all losses incurred by CITY as a result of CONTRACTOR's failure to comply with this specification shall be deducted from moneys owed CONTRACTOR.

9. SPECIAL REQUIREMENT FOR ELECTRICAL/MECHANICAL SERVICES Staff shall be capable of troubleshooting, repairing, and installing single and three- phase electrical systems.

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ATTACHMENT 3 TO EXHIBIT A

STANDARDS OF SERVICE
Facilities engineering operations and mechanical maintenance services at CITY properties include, but are not limited to, the following:
-Heating, Ventilating, and Air Conditioning (HVAC) /Mechanical -Fire and Life Safety -Electrical Systems
-Chemical Monitoring and Maintenance for Hot Water and Chilled Water Closed Loop Systems
I. Standards of Service for Heating, Ventilating, and Air Conditioning (HVAC)/Mechanical
-HVAC systems that are: properly functioning, safe, operating efficiently with little operating disruptions during the operating season, maintained regularly based on an established preventative maintenance schedule, and in compliance with regulatory requirements
-Routine preventative HVAC maintenance performed, which is defined as scheduled routine inspection and proactive servicing of HVAC systems so as to facilitate heating/cooling with minimal downtime
-HVAC equipment and systems installed, maintained and repaired according to manufacturers’ specifications; service manuals; highest industry standards; applicable trade practices; federal, state and local codes and regulations; and all the terms in the Agreement between CONTRACTOR and CITY
-Scheduled annual preventative maintenance of HVAC systems performed in accordance with a program of standard routines as determined by CONTRACTOR’s experience, equipment application, and equipment operating hours that are recommended by each equipment manufacturer and location -Indoor temperature consistent with recommended programming, expeditious correction, and records of complaints and corrections
-HVAC fluids, lubricants and refrigerants and/or electrical materials conforming to manufacturers’ regulations. Upgrades relative to future obsolescence identified and information provided to CITY.
-Service designed to optimize the reliability and efficiency of the equipment, extend the useful life of the equipment, and provide proactive indications of excessive wear and damage to HVAC systems before a catastrophic failure occurs during the next operating season
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 38 B0785-0001\2703067v13.doc
-Recommendations provided to CITY for improvements to enhance equipment performance and to increase efficiency in the operation of HVAC and other building systems
-HVAC service technicians trained and certified by manufacturers or other industry-accepted training to service the specific equipment make, models, and systems
-Use of High Efficiency Particulate Air (HEPA) filters, Minimum Efficiency Reporting Value (MERV) 13 filters, and other air cleaners (as appropriate).

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 39 B0785-0001\2703067v13.doc
II. Standards of Service for Fire and Life Safety (FLS) -FLS equipment and systems that are: properly functioning, safe, monitored, inspected, and maintained regularly based on an established preventative maintenance schedule
-FLS equipment and systems that are in compliance with regulatory requirements, that undergo testing based on required frequencies and standards, and for which required reports are provided to regulatory agencies
-Appropriate test completion forms filed and records of testing provided to CITY -Ability to read and interpret drawings and specifications for the purpose of understanding system installation, testing, operation, and maintenance -Ability to determine the operational readiness of the fire detection and alarm systems and fire suppression systems, given test documentation and field observations, so that systems are in an operational state
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 40 B0785-0001\2703067v13.doc
III. Standards of Service for Electrical Systems
-Electrical systems that are: properly functioning, safe, inspected, maintained regularly based on an established preventative maintenance schedule, and in compliance with regulatory requirements
-Lights, lighting systems, and controls fully functional without undue heat, noise, flickering, or discoloration generated during normal operations -Lighting systems control schedules maintained as per Administrator direction -All service and repairs performed in accordance with manufacturers’ specifications and recommended procedures. All electrical service performed in accordance with all electrical codes and regulations and California Division of Occupational Safety and Health (Cal/OSHA) practices including, but not limited to:

Cal/OSHA, Uniform Building Code, 2017 National Electrical Code (or updated), Uniform Fire Code, American National Standards Institute, and American Society of Testing Materials
-Regularly scheduled infrared inspection performed and reporting of electrical panels using the IEEE/ANSI standard to evaluate any possible component issues -Electrical service technicians trained and certified by manufacturers or other industry accepted training to service the specific equipment make, models, and systems
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 41 B0785-0001\2703067v13.doc
IV. Standards of Service for Chemical Monitoring and
Maintenance for Hot Water and Chilled Water Closed Loop Systems
-Chemical makeup of water tested, analyzed, appropriately maintained and treated so there is no chiller scale, corrosion, and biological organism growth. Water systems are inspected. Systems are tight with minimal water losses. -Regular reports provided to Administrator, with recommendations for adjustments DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 42 B0785-0001\2703067v13.doc
ATTACHMENT 4 TO EXHIBIT A

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

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 43 B0785-0001\2703067v13.doc

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

2. CONTRACTOR employees are not working while sick.

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

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

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

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

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

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

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

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 44 B0785-0001\2703067v13.doc
ATTACHMENT 5 TO EXHIBIT A

LIST OF PROPRIETARY SYSTEM(S)
CITY has a proprietary system in place for facilities engineering operations and mechanical maintenance as follows:  Fire Alarm by: Gamewell (Platinum-rated) All fire alarm system work is currently contracted with JAM Fire Protection.

CONTRACTOR has the option of considering an alternate subcontractor. The subcontractor must be certified by the manufacturer and have a minimum of five (5) years of experience prior to working on this system. CONTRACTOR must receive the prior written approval from CITY prior to hiring an alternate subcontractor for this fire alarm service.

CITY also engages Air Conditioning Solutions, Inc. (ACS) services for heating, ventilating, and air conditioning (HVAC) controls maintenance, upgrade and integrations into Building Management System (BMS). It is expected that CONTRACTOR will identify any potential work scope related to HVAC controls during their routine site inspections and coordinate work needed with ACS.11
11 An allowance is added to the agreement for work on HVAC controls.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 45 B0785-0001\2703067v13.doc
ATTACHMENT 6 TO EXHIBIT A
ADD ALTERNATE NO. 1
ADD ALTERNATE NO. 1—“City Tenant Locations-Facilities Engineering Operations and Mechanical Maintenance”
Facilities engineering operations and mechanical maintenance for tenant locations is included in this Add Alternate No. 1. CONTRACTOR shall perform the services set forth in Add Alternate No. 1. See Attachment 8 Matrix of Add Alternate No. 1: City Tenant Locations-Facilities Engineering Operations and Mechanical Maintenance. Only four select facilities engineering operations and mechanical maintenance services at tenant locations are included in the base scope of services: alarm monitoring, elevator smoke guard maintenance, switchgear maintenance, and load bank testing. See Attachment 7 City Maps and Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties. This select list of four services at tenant locations shall be performed by CONTRACTOR, but the work shall be billed under the base scope of services, not under Add Alternate No. 1. The same requirements for the base Scope of Services apply to Add Alternate No. 1 (e.g., management and administrative responsibilities of CONTRACTOR, prevailing wage compliance, financial and records management, etc.). There are additional requirements related to tenant work for Add Alternate No. 1, as described below.

Additional Management and Administrative Responsibilities of CONTRACTOR at Tenant Locations (Add Alternate No. 1)
All services under Add Alternate No. 1 at tenant locations on an ongoing basis shall be coordinated with CITY’s Tenant Relations Coordinator.

CONTRACTOR shall respond to all tenants’ work requests communicated through CITY’s Tenant Relations Coordinator, in a responsive, respectful, and results-oriented manner. CONTRACTOR shall communicate with CITY’s Tenant Relations Coordinator to ensure requests are completed efficiently, timely, and effectively.

CONTRACTOR shall subcontract with CITY’s vendors for the proprietary system at tenant locations (i.e., fire alarm). However, CONTRACTOR has an option to hire an alternate subcontractor for the proprietary system (i.e., fire alarm system) as described in Attachment 5 List of Proprietary Systems.12 CONTRACTOR shall notify the Tenant Relations Coordinator and obtain approval prior to performing any work on proprietary system(s). Services for the proprietary system shall be included in the Add Alternate No. 1 bid price unless noted otherwise.
12 The CITY retains the discretion to decide if CITY will retain the contract directly with the current vendor for the proprietary system. In this case, CONTRACTOR will be responsible for coordinating work with the proprietary system vendor and scheduling access.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 46 B0785-0001\2703067v13.doc
Additional CITY Expectations at Tenant Locations (Add Alternate No. 1) Site Walks, Inspections, and Investigations
Except in emergency situations where immediate access to a tenant space is necessary to prevent damage to property, CONTRACTOR shall not enter tenant spaces without prior authorization from the Tenant Relations Coordinator.

CONTRACTOR shall inspect all building systems spaces and assess whether tenants are performing proper maintenance. CONTRACTOR shall prepare reports twice a year summarizing the findings and recommendations for any observed deficiencies and submit those reports to CITY’s Tenant Relations Coordinator.

Upon request from CITY, CONTRACTOR shall conduct inspections of vacated space, produce an inspection report and perform any mechanical maintenance or replacement work necessary to upkeep the vacant space and/or prepare the vacancy for marketing.

Work, to be coordinated with the Tenant Relations Coordinator, may include, but not be limited to, assessing mechanical, electrical and plumbing equipment (e.g., sump pumps), and performing any other repairs and/or upgrades to bring equipment into good working condition.

Additional Financial Requirement for Tenant Locations (Add Alternate No. 1) This Add Alternate No. 1 is primarily to cover facilities engineering operations and mechanical maintenance services at tenant locations. With respect to financial tasks, CONTRACTOR would only keep track of cost accounting. Specifically, CONTRACTOR would not collect rent, negotiate leases, etc. This is the responsibility of CITY.

CONTRACTOR shall coordinate with the Tenant Relations Coordinator on billbacks.

Billbacks include ongoing Common Area Maintenance charges (as identified in the leases), or requests for additional maintenance made by tenants and under the responsibility of the tenant (i.e., not covered by CITY under the lease).13 CITY will process the billbacks to tenants. CONTRACTOR shall provide documentation such as itemized receipts of services rendered by CONTRACTOR and by subcontractors. CONTRACTOR shall assist CITY in establishing and documenting hourly rates and fees for tenant billbacks. Such documentation must be compiled and submitted by CONTRACTOR to the Tenant Relations Coordinator on a frequency determined by CITY and is subject to approval by the Tenant Relations Coordinator.
13 Alternatively, there may be cases where CITY staff prefers the tenant to hire a contractor on their own, rather than using CONTRACTOR (and any subcontractor) services and being billed by CITY for an additional service.

CONTRACTOR shall coordinate with the Tenant Relations Coordinator to decide which option to take.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 47 B0785-0001\2703067v13.doc
ATTACHMENT 7 TO EXHIBIT A

CITY MAPS AND MATRIX OF

FACILITIES ENGINEERING OPERATIONS AND

MECHANICAL MAINTENANCE

AT CITY PROPERTIES
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties General Notes:

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II
III
IV
V
# Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks General City Facilities
1 City Hall 455 N. Rexford Dr. 68,000 4 1982bx x x x x x x x x x x h 2A Central Plant 464 N. Rexford Dr. x x x x x x x i
2B Police Dept. 464 N. Rexford Dr. 92,000 3 1990 x x x x x x x x x x j 3A Library 444 N. Rexford Dr. 92,000 4 1965bx x x x x x x x x 3B IT/Graphics 444 N. Rexford Dr. 4,000/9,000 4 1965bx x x x x x 4 Fire Station #1 445 N. Rexford Dr. 6,566 x x x x x x x x x x x x x x 5 Fire Station #2 1100 Coldwater Cyn. Dr. 1,083 x x x x x x x x x x x x 6 Fire Station #3 180 S. Doheny Dr. 1,021 x x x x x x x x x x x x 7 Public Works 345 Foothill Rd. 32,000 3 1990bx x x x x x x x 8 PW Tent Facility 342 Foothill Rd. x x x
9 City Hall Annex 336 Foothill Rd. x x x x x x
10 Public Works
Warehouse 9357 W. Third St. 6,000 2 2013b
x x x x x x x x x x
11 Fleet Service Center 9355 W. Third St. 33,000 1 2008 x x x x x x k 12 Central Fuel Facility 9335 W. Third St. 2,400 x x x
Parks and Community Centers
13 La Cienega Park
Community Center 8400 Gregory Way 7,540 (structure) x x x x x x x x The intent of this matrix is to provide general information on major facilities engineering operations and mechanical maintenance categories; for detailed scope of services refer to Section A of Exhibit A.

This base scope of services for the RFP includes facilities engineering operations and mechanical maintenance at City properties including general City facilities (e.g., City Hall), parks, parking structures, reservoirs, etc. This base scope of services also includes four select services at City-leased tenant locations, i.e., alarm monitoring, elevator smoke guard maintenance, switchgear maintenance, and loadbank testing, as indicated in this matrix. The majority of facilities engineering operations and mechanical maintenance for tenant locations is included in Scope of Services for Add Alternate No. 1 (see Attachment 6 and also Attachment 8 to Exhibit A - Matrix of Add Alternate No. 1-City Tenant Locations).

City-leased tenant locations are identified by a "T" and are numbered in the 100s. They are also listed in all caps and are in shaded cells. Non-shaded cells are City facilities other than tenant locations.

Tenant occupants are subject to change.

HVAC Fire and Life Safety Electrical/Mechanical Other c Some tenant locations are associated with parking structures (e.g., owned by the Parking Authority) and thus are listed after the parking structure, and some tenant locations are standalone. 48 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c 14 La Cienega Tennis
Center and Parking
Structure
321 (Parking) and 325
(Tennis Center) S. La
Cienega
129,000 (Parking)
and 6,439 (Tennis
Center) x x x x x x x x
15 Coldwater Canyon Park
and Preschool 1100 N. Beverly Dr. 1,230 (structures) x x x x x x x l 16 Roxbury Community
Center (and restrooms) 471 S. Roxbury Dr.
19,970
(structures) x x
x (including
stand-alone
restrooms) x x x x x x x x
17 Roxbury Clubhouse 401 S. Roxbury Dr. 2,964 x x x x x x 18 Will Rogers Park 9650 Sunset Blvd. 126 (restroom) x x x x x m 19 Greystone Park 905 Loma Vista Dr.
46,000 (Mansion),
plus 3,000 (other
structures) x x x x x x x x x x x x n, o
20A Beverly Gardens Park Santa Monica Blvd. 936,540 N/A x x x x p 20B Doheny Fountain
Beverly Gardens Park,
Santa Monica Blvd. N/A N/A x
20C Wishire Fountain
Beverly Gardens Park,
Santa Monica Blvd. N/A N/A x
21 Arnaz Park (Mini) 151 N. Arnaz 7,100 N/A x
22 Hamel Park (Mini) 214 S. Hamel 7,231 N/A
23 Maltz Park (Mini) 9800 Sunset 52,359 N/A x
24 Reeves Park (Mini) 125 S. Reeves 20,343 N/A x
Parking Structures g
25 South Crescent Parking
Structure 221 N. Crescent Dr. 345,120 6 1986 x x x x x x x x x x x q 49 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c 106

SOUTH CRESCENT

PARKING STRUCTURE

ADJACENT
COMMON
AREA/BUILDING T 61 6 x q
26 North Crescent Parking
Structure
333 N. Crescent Dr./
9361 Dayton Way 103,870/ 247,900 5/3 1982 x x x x x x x x x x 108

NORTH CRESCENT

PARKING STRUCTURE

ADJACENT
COMMON
AREA/BUILDING T 2,246 4 x r
BEVERLY HILLS MARKET 303 N. CRESCENT DR. T 4,338 x s

BEVERLY CUSTOM
CLEANERS 309 N. CRESCENT DR. T 1,072 x s
ART OF JUICE & WATER 311 N. CRESCENT DR. T 416 x s
LUKARO 313 N. CRESCENT DR. T 1,288 x s
PIONEER MARKET 315 N. CRESCENT DR. T 4,011 x s
USPS 323 N. CRESCENT DR. T 2,960 x s
TUTTO BENE 325 N. CRESCENT DR. T (PART OF 327) x s
TUTTO BENE 327 N. CRESCENT DR. T 1,648 x s
27 North Beverly Parking
Structure 345 N. Beverly Dr. 146,000 7 1996 x x x x x x x x x x t 109

NORTH BEVERLY

PARKING STRUCTURE

ADJACENT
COMMON
AREA/BUILDING T 7 x t
EREWHON 339 N. BEVERLY DR. T 10,655 s
28 Beverly-Cañon Parking
Structure East 438 N. Beverly Dr. 250,000 4 2002bx x x x x x x x x x x x u, v 28 Beverly-Cañon Parking
Structure West 439 N. Cañon Dr. see above
see
above
See
above x x x x x x x x x x x x u, v
50 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c 110
BEVERLY-CAÑON

PARKING STRUCTURE

ADJACENT
COMMON
AREA/BUILDING T 5,808 3 x x w, dd
JOHNSON & JOHNSON SUITE #200 T 3,153 x
GUARANTEED RATE SUITE #207 T 3,900 x
MAPLE CENTER SUITE #209 T 3,113 x
VACANT SUITE #220 T 3,173 x
KELLER WILLIAMS SUITE #300 T 15,762 x
VACANT 445 N. CAÑON DR. T 8,806 x s
WALLY'S WINES 447 N. CAÑON DR. T 6,280 x s
CRATE & BARREL 438 N. BEVERLY DR. T 38,000
29 Camden Parking
Structure
440 N. Camden Dr.

Parking Structure 154,000 7 1970 x x x x x x x x
111

CAMDEN PARKING

STRUCTURE ADJACENT
COMMON
AREA/BUILDING T 13,980 6 x y
VACANT 430 N. CAMDEN DR. T 9,335 x s
BEVERLY BAR 434 N. CAMDEN DR. T 1,432 x s
30 North Bedford Parking
Structure 461 N. Bedford Dr. 205,200 8 1979 x x x x x x x x x x x z 112

NORTH BEDFORD

PARKING STRUCTURE

ADJACENT
COMMON
AREA/BUILDING T 165 7 x
RITEAID 463 N. BEDFORD DR. T 14,850 x s
FEDEX
9680 N. SANTA MONICA
BLVD. T 1,603 x s
31 Rodeo Parking
Structure 9510 Brighton Way 126,000 6 1988 x x x x x x x x x 51 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address Tenant
Location = T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosisc Maintenance/ Repairc Fire Alarm Protection and Monitoringd Fire Sprinkler SystemFire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c 114

RODEO PARKING

STRUCTURE ADJACENT
COMMON
AREA/BUILDING T 135 5 x aa

WHAT GOES AROUND
COMES AROUND 9520 BRIGHTON WAY T 3,378 x s
FERRAGAMO 357 N. RODEO DR. T 9,599 x s
FERRAGAMO 365 N. RODEO DR. T 1,515 x s
DAVID YURMAN 371 N. RODEO DR. T 3,471 x s
32 241 N. Cañon Dr.

Parking Structure and
Public Gardens and
Building
240 N. Beverly Dr./241
N. Cañon Dr. 330,000 4 2006 x x x x
x (as
appli
cable ) x x v
116

PUBLIC GARDENS AND

BUILDING

TENANT COMMON AREA
/ BUILDING T 1,661 3 x x bb

TOMMY'S BEVERLY
HILLS
235 N. BEVERLY DR.

UNIT #170 T 432 x

TOMMY'S BEVERLY
HILLS
235 N. BEVERLY DR.

UNIT #180 T 895 x

TOMMY'S BEVERLY
HILLS
235 N. BEVERLY DR.

UNIT #200 T 9,927 x
SWEET BEVERLY 240 N. BEVERLY DR.

UNIT #150 T 306 x
FREM INVESTMENTS 240 N. BEVERLY DR.

UNIT #300 T 3,843 x
FERM INVESTMENTS 240 N. BEVERLY DR.

UNIT #350 T 1,169 x
FERM INVESTMENTS 240 N. BEVERLY DR.

UNIT #370 T 1,186 x
52 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c SWEET BEVERLY 240 N. BEVERLY DR .

VITRINE A
T 45
x
SWEET BEVERLY 240 N. BEVERLY DR .

VITRINE B
T 45
x
SWEET BEVERLY 240 N BEVERLY DR .

VITRINE C
T 45
x
SWEET BEVERLY 240 N BEVERLY DR .

VITRINE D
T 45
x
SWEET BEVERLY 240 N. BEVERLY DR .

VITRINE E
T 45
x
VACANT
240 N. BEVERLY DR .

VITRINE F
T 45
x
33 450 N. Crescent Dr.

Parking Structure (and
parking staff offices) 450 N. Crescent Dr. 260,000 3 x x x x x x 34 Civic Center Parking
Structure 450 N. Rexford Dr. 216,000 12 x x x x x x x x x 2C
Police Dept. Parking
Structure 464 N. Rexford Dr. 2 x x x x
3C Library Parking 444 N. Rexford Dr. 2 x x x x
35 W. Third St. Parking
Structure 9333 W. Third St. 187,500
5 (incl.
roof) + 2
(City
Fleet) x x x x x x x
36 S. Beverly Parking
Structure 216 S. Beverly Dr. 90,500 6 x x x x x x x x
53 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c 37 Santa Monica 5 Parking
485 N. Beverly Dr., 485
N. Rodeo Dr., 485 N.

Camden Dr., 485 N.

Bedford Dr., 485 N.

Roxbury Dr. 195,000
2 (per
each lot) x
Pumps, Reservoirs, Wells, Miscellaneous
38 3rd St. restrooms 9393 W. Third St. 169 1 x
Pump Stations,
Reservoirs, and Well
Sites x x e

STANDALONE TENANT LOCATIONS
104
1945 S. LA CIENEGA
BLVD. (CITY OF LOS

ANGELES)
1945 S. LA CIENEGA
BLVD. T 2 1958
COMMON
AREA/BUILDING T 660 x
VACANT GROUND FLOOR T 3,026 1 x

MAPLE COUNSELING
CENTER SUITE #100 T 11,267 1 x
107

COMMERCIAL
PROPERTY 239 S. BEVERLYf T 2
COMMON
AREA/BUILDING T 101 x
MATU RESTAURANT SUITE #100 T 2,850
VACANT SUITE #200 T 2,850 x
113 OFFICE BUILDING
9400 S. SANTA MONICA
BLVD. T
3 (plus
roof
patio) 2011
COMMON
AREA/BUILDING T 3,685 x x cc
54 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c BH VISITORS CENTER UNIT #102 2,025 x

BH CHAMBER OF
COMMERCE UNIT #201 T 5,175 x
MCDEVITT UNIT #301 T 5,175 x
HERITAGE WINES 467 N. CAÑON DR. T 1,473 x
115 THIRD STREET OFFICES 331 FOOTHILL RD. T 4 2008 x x
COMMON
AREA/BUILDING T 5,329 x x
THE AGENCY UNIT #100 T 9,191 x
PARTICIPANT MEDIA UNIT #110 T 3,647 x
PARTICIPANT MEDIA UNIT #150 T 2,153 x
PARTICIPANT MEDIA UNIT #200 T 6,564 x
PARTICIPANT MEDIA UNIT #210 T 11,060 x
PARTICIPANT MEDIA UNIT #300 T 17,767 x
GOOGLE UNIT #400 T 13,465 x
CBH CABLE TV UNIT #470 T 9,000 x
117 W 3RD ST. 9268-9298 W. 3RD ST. T 1
COMMON AREA T 26,693 y
VACANT 9268 W. 3RD ST. T 19,008 1937 x
CREDIT UNION 9298 W. 3RD ST. T 1,902 x
55 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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Matrix of Facilities Engineering Operations and Mechanical Maintenance at City Properties # Facility Address
Tenant
Location =
T Square Feet (SF)
No. of
Storiesa YearBuilt
Inspection/ Diagnosis
c Maintenance/ Repair
c Fire Alarm Protection and Monitoring
d Fire Sprinkler System
Fire Extinguisher Smoke Guard Service Ansul Service Main Electrical Panel or High Voltage Subpanel (Includes InfraredInspections)
SwitchgearMaintenance (Includes Automatic Transfer Switch [ATS])Load Bank testing Inverter Service Decorative Fountains Carbon Monoxide Exhaust SystemsRange Hood CleaningChemical Monitoring/ Maintenance Water Closed Loop-Water Treatment Kitchen Equipment Service Sump Pumps and/orEjection Pumps Remarks HVAC Fire and Life Safety Electrical/Mechanical Other c Key Notes:
a
b
c
d
e
f
g
h
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k
l
m
n
o
p
q
r
s
t
u
v
w
y
z
aa
bb
cc
dd Square footage for the alley under the building overpass is in addition to area identified in the matrix.

Common area includes outdoor roof terrace (1,517 sf) and entry area adjacent to sidewalk (656 sf).

Parking structures and select services at tenant locations associated with parking structures.

Firing range filtration should be coordinated with gun range cleaning/lead abatement.

Carbon monoxide (CO) monitoring includes Compressed Natural Gas (CNG) monitoring.

The fountain at Will Rogers Park has aquatic life, which is not part of this contract. However, the pumping and automated fill function are covered by this RFP.

Five (5) fountains at Greystone Park. Some fountains at Greystones have aquatic life; some are purely decorative. This RFP covers the decorative fountains, as well as the pumping and automated fill functions of the aquatic life fountains.

Number of stories includes 3 levels of subterranean parking.

Ground floor retail tenant.

Common area includes 5,808 sf of 2nd floor outdoor plaza.

Common area listed is for the parking lot/area.

Number of stories includes 3 levels of subterranean parking.

Ground floor only includes tenant spaces.

Common area sf listed does not include the ground common area of the alley.

Fire sprinklers located in Firehouse (staff offices), not in the Mansion.

Coldwater Park "fountain" is actually a stream.

Two fountains on Crescent side of City Hall.

Central Plant serves Police Department, City Hall, Library, and IT.

Where there is an "x" for a HVAC in a parking structure, requirements for each parking structure vary. The facilities engineering operations and mechanical maintenance does not necessarily cover HVAC for entire parking structure, but rather for limted areas, e.g., only attendant booth and/or offices.

For tenant locations, fire alarm monitoring is included in this base scope of the services for the RFP. For tenant locations, fire alarm maintenance, testing, inspection, and certification are included in Add Alternate No 1.

Some tenant locations are associated with parking structures (e.g., owned by the Parking Authority) and thus are listed after the parking structure, and some tenant locations are stand-alone. The CIty-leased tenant space at 239 S. Beverly Dr. is owned by the Parking Authority; however, it is a stand-alone tenant location, not adjacent to a parking structure.

For number of stories for parking structures, roof is included if there is parking.

There have been renovations since the original build date.

Number of stories includes 4 levels of subterranean parking.

There is a Gargoyle Fontain at Alpine and Santa Monica Blvd. and the Beverly Hills fountain at Cañon Dr. and Santa Monica Blvd.

Common area is the exterior area in front of tenant spaces adjacent to the sidewalk.

These two addresses are actually one facility, with entrances on each side.

Number of stories includes 3 levels of subterranean parking and a roof level parking.

Most reservoirs have fire extinguishers. A few have sump pumps and/or exhaust fans. 56 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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57 B0785-0001\2703067v13.doc
ATTACHMENT 8 TO EXHIBIT A
MATRIX OF ADD ALTERNATE NO. 1

CITY TENANT LOCATIONS

FACILITIES ENGINEERING OPERATIONS AND

MECHANICAL MAINTENANCE
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 MATRIX OF ADD ALTERNATE NO. 1: CITY TENANT LOCATIONSFACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE GENERAL NOTES:

A
B
C SEE CITY MAPS IN ATTACHMENT 7 TO EXHIBIT A FOR TENANT LOCATIONS ON THE MATRIX BELOW.

D
E
# FACILITY ADDRESS SF NO. OF

STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS
106

SOUTH CRESCENT PARKING
STRUCTURE ADJACENT 221 N CRESCENT DR 6 1986 9
COMMON AREA / BUILDING 61 * * * *

SENIOR CITIZEN HOUSING
225 N CRESCENT DR NOT INCLUDED

IN CONTRACT
WHOLE FOODS 239 N CRESCENT DR 26,185 1 * 3

TENANT LOCATIONS ASSOCIATED WITH PARKING STRUCTURES

HVAC FIRE & LIFE SAFETY
SOME TENANT LOCATIONS ARE ASSOCIATED WITH PARKING STRUCTURES (E.G., OWNED BY THE PARKING AUTHORITY) AND THUS ARE LISTED WITH THE PARKING STRUCTURE, AND SOME TENANT LOCATIONS ARE STANDALONE.

THE INTENT OF THIS MATRIX IS TO PROVIDE GENERAL INFORMATION ON MAJOR FACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE CATEGORIES FOR ADD ALTERNATE NO. 1-TENANT LOCATIONS; FOR DETAILED SCOPE OF SERVICES REFER TO SECTION A OF EXHIBIT A AND ATTACHMENT 6 TO EXHIBIT A.

THE BASE SCOPE OF SERVICES FOR THE RFP INCLUDES FOUR SELECT FACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE SERVICES AT CITY-LEASED TENANT LOCATIONS: I.E., ALARM MONITORING, ELEVATOR SMOKE GUARD MAINTENANCE, SWITCHGEAR MAINTENANCE, AND LOADBANK TESTING (AS INDICATED IN THE MATRIX IN ATTACHMENT 7 TO EXHIBIT A). THE MAJORITY OF FACILITIES

ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE FOR TENANT LOCATIONS IS INCLUDED IN THIS ADD ALTERNATE SCOPE OF SERVICES NO. 1, AS INDICATED IN THIS MATRIX BELOW.

TENANT OCCUPANTS ARE SUBJECT TO CHANGE.
58 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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MATRIX OF ADD ALTERNATE NO. 1: CITY TENANT LOCATIONSFACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE # FACILITY ADDRESS SF NO. OF

STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
108

NORTH CRESCENT PARKING
STRUCTURE ADJACENT 333 N CRESCENT DR 4 1982
COMMON AREA / BUILDING 2,246 * * * * 4
BEVERLY HILLS MARKET 303 N CRESCENT DR 4,338 * * * 3

BEVERLY CUSTOM

CLEANERS
309 N CRESCENT DR 1,072 * * * 3
ART OF JUICE & WATER 311 N CRESCENT DR 416 * * * 3
LUKARO 313 N CRESCENT DR 1,288 * * * 3
PIONEER HARDWARE 315 N CRESCENT DR 4,011 * * * 3
USPS 323 N CRESCENT DR 2,960 * * * 3
TUTTO BENE 325 N CRESCENT DR (PART
OF 327) * * * 3
TUTTO BENE 327 N CRESCENT DR 1,648 * * * 3
109

NORTH BEVERLY PARKING
STRUCTURE ADJACENT 345 N BEVERLY DR 7 1996 16
COMMON AREA / BUILDING * * * *
EREWHON 339 N BEVERLY DR 10,655 3
59 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
110 BEVERLY/CAÑON PARKING

STRUCTURE ADJACENT
438 N BEVERLY DR/ 439 N
CAÑON DR 3 2002
COMMON AREA / BUILDING 5,808 * * * * * * 5, 6, 7
JOHNSON & JOHNSON SUITE #200 3,153 * * * * GUARANTEED RATE SUITE #207 3,900 * * * * MAPLE CENTER SUITE #209 3,113 * * * * VACANT SUITE #220 3,173 * * * * KELLER WILLIAMS SUITE #300 15,762 * * * * VACANT 445 N CAÑON DR 8,806 * * * * 3 WALLY'S WINES 447 N CAÑON DR 6,280 * * 3
CRATE & BARREL 438 N BEVERLY DR 38,000
111 CAMDEN PARKING

STRUCTURE ADJACENT
440 N CAMDEN DR 6 1970
COMMON AREA / BUILDING 13,980 * * * * 8
VACANT 430 N CAMDEN DR 9,335 * * * * * 3
BEVERLY BAR 434 N CAMDEN DR 1,432 * 3
112

NORTH BEDFORD PARKING
STRUCTURE ADJACENT 461 N BEDFORD DR 7 1979
COMMON AREA / BUILDING 165 * * * * 9
RITEAID 463 N BEDFORD DR 14,850 * 3
60 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
FEDEX 9680 N SANTA MONICA BLVD 1,603 * 3
114 RODEO PARKING

STRUCTURE
9510 BRIGHTON WAY 5 1988
COMMON AREA / BUILDING 135 * * * * 10

WHAT GOES AROUND

COMES AROUND
9520 BRIGHTON WAY 3,378 * * 3
FERRAGAMO 357 N RODEO DR 9,599 * * 3
FERRAGAMO 365 N RODEO DR 1,515 * * 3
DAVID YURMAN 371 N RODEO DR 3,471 * * 3
116 PUBLIC GARDENS AND

BUILDING
240 N BEVERLY DR / 241 N
CAÑON DR 3 2006
COMMON AREA / BUILDING 1,661 * * * * * * 11
TOMMY'S BEVERLY HILLS 235 N BEVERLY DR UNIT #170 432 * * * TOMMY'S BEVERLY HILLS 235 N BEVERLY DR UNIT #180 895 * * * TOMMY'S BEVERLY HILLS 235 N BEVERLY DR UNIT #200 9,927 * * * SWEET BEVERLY 240 N BEVERLY DR UNIT #150 306 * * *
FREM INVESTMENTS 240 N BEVERLY DR UNIT #300 3,843 * * * FREM INVESTMENTS 240 N BEVERLY DR UNIT #350 1,169 * * * FREM INVESTMENTS 240 N BEVERLY DR UNIT #370 1,186 * * * 61 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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MATRIX OF ADD ALTERNATE NO. 1: CITY TENANT LOCATIONSFACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE # FACILITY ADDRESS SF NO. OF

STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
240 N BEVERLY DR

VITRINE A
240 N BEVERLY DR

VITRINE B
240 N BEVERLY DR

VITRINE C
240 N BEVERLY DR

VITRINE D
240 N BEVERLY DR

VITRINE E
240 N BEVERLY DR

VITRINE F
101
327-335 S ROBERSTON
BLVD.
327-335 S ROBERSTON BLVD. 1 1948
COMMON AREA / BUILDING 6,840 * * 12
VACANT 327 S ROBERSTON BLVD 750 * ROBERTSON OPTICAL 327.5 S ROBERSTON BLVD 750 * VACANT 329 S ROBERSTON BLVD 750 * VACANT 331 S ROBERSTON BLVD 750 * VACANT 331.5 S ROBERSTON BLVD 750 * CONTEMPO NAILS 333 S ROBERSTON BLVD 750 * *
*
*
SWEET BEVERLY 45
*
45 SWEET BEVERLY 45 * *
* *
SWEET BEVERLY 45
SWEET BEVERLY 45 *

SWEET BEVERLY

STANDALONE TENANT LOCATIONS
* * * VACANT
45 *
* *
* * *
*
*
* *
*
*
62 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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MATRIX OF ADD ALTERNATE NO. 1: CITY TENANT LOCATIONSFACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE # FACILITY ADDRESS SF NO. OF

STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
SHORTY YOGA 333.5 S ROBERSTON BLVD 750 * ANU BEAUTY &

THREADING SALON
335 S ROBERSTON BLVD 750 *
104
1945 S LA CIENEGA BLVD
(City of Los Angeles) 1945 S LA CIENEGA BLVD 2
COMMON AREA / BUILDING 660 * * * * * VACANT GROUND FLOOR 3,026 1 * * * MAPLE COUNSELING CENTER
SUITE #100 11,267 1 * * 107 COMMERCIAL PROPERTY 239 S BEVERLY DR2 2 COMMON AREA / BUILDING 101 * * * * * MATU RESTAURANT SUITE #100 2,850 VACANT SUITE #200 2,850 * * 113 OFFICE BUILDING 9400 SANTA MONICA BLVD 3 2011 13, 14 COMMON AREA / BUILDING 3,685 * * * * * * 15
BH VISITORS CENTER UNIT #102 2,025 * * * * BH CHAMBER OF

COMMERCE
UNIT #201 5,175 * * *
63 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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MATRIX OF ADD ALTERNATE NO. 1: CITY TENANT LOCATIONSFACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE # FACILITY ADDRESS SF NO. OF

STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
MCDEVITT UNIT #301 5,175 * * * HERITAGE WINES 467 N CAÑON DR 1,473 * 115 THIRD ST OFFICES 331 FOOTHILL RD 4 2008 13 COMMON AREA / BUILDING 5,329 * * * * * *
THE AGENCY UNIT #100 9,191 * * * PARTICIPANT MEDIA UNIT #110 3,647 * * * PARTICIPANT MEDIA UNIT #150 2,153 * * * PARTICIPANT MEDIA UNIT #200 6,564 * * * PARTICIPANT MEDIA UNIT #210 11,060 * * * PARTICIPANT MEDIA UNIT #300 17,767 * * * GOOGLE UNIT #400 13,465 * * * CBH CABLE TV UNIT #470 9,000 * * * * * 117 W 3RD ST 9268-9298 W 3RD ST 1 COMMON AREA 26,693 8
VACANT 9268 W 3RD ST 19,008 1937 * * * CREDIT UNION 9298 W 3RD ST 1,902 * * * 64 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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MATRIX OF ADD ALTERNATE NO. 1: CITY TENANT LOCATIONSFACILITIES ENGINEERING OPERATIONS AND MECHANICAL MAINTENANCE # FACILITY ADDRESS SF NO. OF

STORIES
YEAR
BUILT

ELECTRICAL

INSPECTION/DIAGNOSIS

MAINTENANCE/REPAIR FIRE ALARM PROTECTION
1 FIRE SPRINKLER SYSTEM FIRE EXTINGUISHER Main Electrical Panel or High Voltage Subpanel (Includes Infrared
Inspections) REMARKS

HVAC FIRE & LIFE SAFETY
KEY NOTES:
1 2
3 4
5 6
7 8
9 10
11 12
13 14
15 16
COMMON AREA INCLUDES OUTDOOR ROOF TERRACE (1,517 SF) AND ENTRY AREA ADJACENT TO SIDEWALK (656 SF).

NUMBER OF STORIES INCLUDES 3 LEVELS OF SUBTERRANEAN PARKING AND A ROOF LEVEL PARKING.

FOR TENANT LOCATIONS, FIRE ALARM MONITORING IS INCLUDED IN THE BASE SCOPE OF SERVICES FOR THE RFP. FOR TENANT LOCATIONS, FIRE ALARM MAINTENANCE, TESTING, INSPECTION, AND CERTIFICATION ARE INCLUDED IN ADD ALTERNATE NO. 1, AS IDENTIFIED IN THIS MATRIX.

SOME TENANT LOCATIONS ARE ASSOCIATED WITH PARKING STRUCTURES (E.G., OWNED BY THE PARKING AUTHORITY) AND THUS ARE LISTED AFTER THE PARKING STRUCTURE, AND SOME TENANT LOCATIONS ARE STAND-ALONE. THE CITY-LEASED TENANT SPACE AT 239 S. BEVERLY DR.

IS OWNED BY THE PARKING AUTHORITY; HOWEVER, IT IS LISTED AS A STAND-ALONE TENANT LOCATION, NOT ADJACENT TO A PARKING STRUCTURE.

GROUND FLOOR RETAIL TENANT.

COMMON AREA IS THE EXTERIOR AREA IN FRONT OF TENANT SPACES ADJACENT TO THE SIDE WALK.

COMMON AREA INCLUDES 5,808 SF OF 2ND FLOOR OUTDOOR PLAZA.

SQUARE FOOTAGE FOR THE ALLEY UNDER THE BUILDING OVERPASS IS IN ADDITION TO AREA IDENTIFIED IN THE MATRIX.

EJECTION PUMPS COVERED IN BASE SCOPE OF SERVICES BID.

COMMON AREA LISTED IS FOR THE PARKING LOT/AREA.

NUMBER OF STORIES INCLUDES 3 LEVELS OF SUBTERRANEAN PARKING.

GROUND FLOOR ONLY INCLUDES TENANT SPACES.

COMMON AREA SF LISTED DOES NOT INCLUDE THE GROUND COMMON AREA OF THE ALLEY.

COMMON AREA INCLUDES THE PARKING AREA ADJACENT TO THE ALLEY AND ENTRY AREAS ADJACENT TO THE SIDEWALK.

AT THIS LOCATION, SERVICES INCLUDE WATER TREATMENT SERVICE FOR CHILLED WATER TANKS AND PIPING.

ELECTRICAL INCLUDES INVERTER SERVICE AT 9400 SANTA MONICA BLVD. 65 DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 I
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66 B0785-0001\2703067v13.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation Terms
CITY shall compensate CONTRACTOR for the commercially reasonable performance of the services described in this Agreement in the amounts described on pages 1 (cover page) and 2 of this Agreement. In no event shall any individual project performed under the Agreement exceed Sixty Thousand Dollars ($60,000), except in the case of emergency as defined in the Public Contract Code.
(b) If the Agreement is extended as provided for in the Agreement, the annual amounts and percentage increases for the annual amounts, and all not-to-exceed amounts for contingency, that are not used in one year carry forward into future years during the term of the Agreement. Similarly, all amounts and percentages in one category (annual amounts, contingency) that are not expended in a category may be used in another category during the term of the Agreement.

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

CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit. After-hours response work shall be billed on an as- needed basis based on the personnel provided and the hourly rates shown herein. (c) Pricing for Ongoing/Regular Services

ONGOING/REGULAR SERVICES
Monthly cost: $167,562.83
Percent escalation year 2 3.5 %
Percent escalation year 3 3.5 %
Percent escalation year 4 3.5 %
Percent escalation year 5 3.5 %
At least 90 days prior to the November 1 (commencing November 1, 2023), CONTRACTOR may request an escalation in the not-to-exceed amount as stipulated in the Agreement.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 67 B0785-0001\2703067v13.doc
(d) Pricing for As-Needed Services
NOTE: The rates and prices listed are those that will be shown in the invoice to CITY. For hourly rates, this shall include all hourly wages, other payroll-related fees, administrative costs, benefits, overhead, general operating expenses, other insurance, bonding, mark-up, profit, staffing legal compliance (e.g., prevailing wage compliance), etc.
1) BASE RATES
Salary
per
hour
Total
cost per
hour
billed to
City
Percentage
of Time on
Contract
Chief Engineer $64.10 $118.73 100%
Assistant Chief Engineer $57.07 $108.40 100%
Certified Building Engineer $48.64 $99.23 100%
Certified Building Engineer $48.64 $99.23 100%
Certified Building Engineer $48.64 $99.23 100%
Certified Building Engineer $48.64 $99.23 100%
Apprentice Engineer $30.40 $76.23 100%
Project Manager $66.10 $121.25 100%
2) RATES AFTER-HOURS AND

SATURDAYS
Salary
per
hour
Total
cost per
hour
billed to
City
Chief Engineer $96.15 $151.88
Assistant Chief Engineer $85.61 $136.96
Certified Building Engineer $72.96 $119.08
Certified Building Engineer $72.96 $119.08
Certified Building Engineer $72.96 $119.08
Certified Building Engineer $72.96 $119.08
Apprentice Engineer $45.60 $80.39
Project Manager $99.15 $156.12
3) RATES

SUNDAYS/HOLIDAYS
Chief Engineer $128.20 $199.00
Assistant Chief Engineer $114.14 $179.12
Certified Building Engineer $97.28 $155.27
Certified Building Engineer $97.28 $155.27
Certified Building Engineer $97.28 $155.27
Certified Building Engineer $97.28 $155.27
Apprentice Engineer $60.80 $103.68
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9

I I I I I
I I I
68 B0785-0001\2703067v13.doc
Project Manager $132.20 $204.66
Percent escalation year 2 3.5 %
Percent escalation year 3 3.5 %
Percent escalation year 4 3.5 %
Percent escalation year 5 3.5 %
At least 90 days prior to the November 1 (commencing no sooner than November 1, 2023), CONTRACTOR may request an escalation in the not-to-exceed amount stipulated in the Agreement.

Subcontractor discount (-) or markup (+) for as-needed subcontracting (for lump sum estimates):
5 %
Manufacturer's discount (-) or markup (+) for as-needed supplies/equipment:
5 %
(e) Pricing for Add Alternate No. 1-CITY Tenant Locations-Ongoing/Regular Services ONGOING/REGULAR SERVICES (Add
Alternate No. 1 Tenant Locations)
Monthly cost: $42,747.24
DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 B0785-0001\2703067v13.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 70 B0785-0001\2703067v13.doc

EXHIBIT D
Terms for Compliance with California Labor Law Requirements Section 1. CONTRACTOR acknowledges that the project as defined in this Agreement between CONTRACTOR and CITY, to which this Agreement to Comply with California Labor Law Requirements is attached and incorporated by reference, is a “public work” as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code (“Chapter 1”), and that this Agreement is subject to (a) Chapter 1, including without limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director of Industrial Relations (“DIR”) implementing such statutes. CONTRACTOR shall perform all work on the project as a public work. CONTRACTOR shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

Section 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above.

Section 3. CONTRACTOR shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to CITY prior to the effective date of this Agreement. CONTRACTOR shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. CONTRACTOR and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If CONTRACTOR or any subcontractor cease to be registered with DIR at any time during the duration of the project, CONTRACTOR shall immediately notify CITY.

Section 4. Pursuant to Labor Code Section 1771.4, CONTRACTOR’s services are subject to compliance monitoring and enforcement by DIR. CONTRACTOR shall post job site notices, as prescribed by DIR regulations.

Section 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. CONTRACTOR acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and CONTRACTOR shall post such rates at each job site covered by this Agreement.

Section 6. CONTRACTOR shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. CONTRACTOR shall, as a penalty to the CITY, forfeit two hundred dollars ($200) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by CONTRACTOR or by any subcontractor.

Section 7. CONTRACTOR shall comply with and be bound by the provisions of Labor Code Section 1776, which requires CONTRACTOR and each subcontractor to (1) keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776, (2) certify and make such payroll records available for inspection as provided by Section 1776, and (3) inform the CITY of the location of the records.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 71 B0785-0001\2703067v13.doc
Section 8. CONTRACTOR shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects. CONTRACTOR shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, CONTRACTOR shall provide CITY with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, CONTRACTOR and each of its subcontractors shall submit to the CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

Section 9. CONTRACTOR acknowledges that eight hours labor constitutes a legal day’s work. CONTRACTOR shall comply with and be bound by Labor Code Section 1810.

CONTRACTOR shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. CONTRACTOR shall, as a penalty to the CITY, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by CONTRACTOR or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by employees of CONTRACTOR in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

Section 10. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, CONTRACTOR hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”
Section 11. For every subcontractor who will perform work on the project, CONTRACTOR shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and CONTRACTOR shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. CONTRACTOR shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. CONTRACTOR shall diligently take corrective action to halt or rectify any failure.

Section 12. To the maximum extent permitted by law, CONTRACTOR shall indemnify, hold harmless and defend (at CONTRACTOR’s expense with counsel reasonably acceptable to the CITY) the CITY, its officials, officers, employees, agents and independent contractors serving in the role of CITY officials, and volunteers from and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including CONTRACTOR, its subcontractors, and each of their officials, officers, employees and agents) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 72 B0785-0001\2703067v13.doc
damages, attorneys’ fees, and other related costs and expenses. All duties of CONTRACTOR under this Section shall survive termination of the Agreement.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 73 B0785-0001\2703067v13.doc

EXHIBIT EPERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Beverly Hills (“City”), has awarded to _________________________ __________________________________________________________________________ ________________________________________________________________ (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

Facilities Engineering Operations and Mechanical Maintenance at City Properties WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performance of the Contract.

NOW, THEREFORE, we, the undersigned Principal, and _______________________________ _____________________________________________________________________________________ _____________________________________________________________________, (Name and address of Surety) (“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and
firmly bound unto the City in the penal sum of ________________________________________ ___________________________________________________________________________ Dollars ($_______________), this amount being not less than the total Contract Price, in lawful money of the United States of America, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein provided, on the Principal’s part, to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be included costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing such obligation, all to be taxed as costs and included in any judgment rendered. Surety hereby waives any statute of limitation as it applies to an action on this Bond.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thereunder or the specifications accompanying DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 74 B0785-0001\2703067v13.doc
the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications. Surety hereby waives the provisions of California Civil Code Sections 2845 and 2849. The City is the principal beneficiary of this Bond and has all rights of a party hereto.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:______________________
“Principal”
By:

Its:

By:

Its:
“Surety”
By:

Its:

By:

Its:
(Seal) (Seal)
APPROVED AS TO FORM:

By:

Laurence S. Wiener, City Attorney
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 75 B0785-0001\2703067v13.doc

EXHIBIT F

PAYMENT BOND
Bond No. ________
(LABOR AND MATERIALS)
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Beverly Hills (“City”), State of California, has awarded to (“Principal”) (Name and address of Contractor)
a contract (the “Contract”) for the Work described as follows:

Facilities Engineering Operations and Mechanical Maintenance at City Properties WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performance of the Work, to file a good and sufficient payment bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and
(Name and address of Surety)
(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the agreement and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of __________________________________ Dollars ($____________), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this Work or labor, that the Surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons, companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought upon this Bond.

Upon expiration of the time within which the California Labor Commissioner may serve a civil wage and penalty assessment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1741, and upon expiration of the time within which a joint labor management committee may commence an action against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to Labor Code Section 1771.2, if DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 76 B0785-0001\2703067v13.doc
the condition of this Bond be fully performed, then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect.

Should the condition of this Bond be fully performed, then this obligation shall become null and void, otherwise it shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the terms of the Contract or the Specifications accompanying the same shall in any manner affect its obligations on this Bond, and it does hereby waive notice of any such change, extension, alteration, or addition.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

Dated:_________________
“Principal”
By:

Its:

By:

Its:
“Surety”
By:

Its:

By:

Its:
(Seal) (Seal)
APPROVED AS TO FORM:

By:

Laurence S. Wiener, City Attorney
Note: This Bond must be executed in duplicate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attached. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 77 B0785-0001\2703067v13.doc
TO DATE OF CONTRACT. Surety companies executing Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be authorized to transact business in the State where the project is located.

DocuSign Envelope ID: 9B91401D-A232-44CC-8CA8-05BFD13036F9 Certificate Of Completion
Envelope Id: 9B91401DA23244CC8CA805BFD13036F9 Status: Sent Subject: Complete with DocuSign: FINAL Agreement -GEORGE S. HALL INC_w attach.pdf Source Envelope:

Document Pages: 77 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Lucy Quiralte
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
12/6/2022 5:20:53 PM
Holder: Lucy Quiralte
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Kevin O'Keeffe
[email protected]
Chief Financial Officer
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.206.226.93
Signed using mobile
Sent: 12/6/2022 5:33:59 PM
Resent: 12/7/2022 7:12:00 AM
Viewed: 12/7/2022 7:14:50 AM
Signed: 12/7/2022 7:15:14 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Steve Wallis
[email protected]
VP of Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 12.161.61.162
Sent: 12/6/2022 5:33:59 PM
Resent: 12/7/2022 7:12:00 AM
Viewed: 12/7/2022 8:45:18 AM
Signed: 12/7/2022 8:48:08 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.234.180
Sent: 12/7/2022 8:48:11 AM
Viewed: 12/7/2022 9:00:11 AM
Signed: 12/7/2022 9:00:28 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michael V. Hensley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 12/7/2022 8:48:11 AM
Viewed: 12/7/2022 9:43:55 AM
Signed: 12/7/2022 9:44:17 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 12/7/2022 8:48:11 AM
Resent: 12/7/2022 10:06:46 AM
Viewed: 12/7/2022 2:29:59 PM
Signed: 12/7/2022 2:30:04 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 12/7/2022 2:30:07 PM
Resent: 12/7/2022 2:39:44 PM
Viewed: 12/7/2022 2:58:50 PM
Signed: 12/7/2022 2:59:52 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Logan Phillippo
[email protected]
Senior Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 12/7/2022 2:59:56 PM
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
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Carbon Copy Events Status Timestamp
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Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via DocuSign
Witness Events Signature Timestamp
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Attachment 2
1 ATTACHMENT 2
Request for Proposal Process and Vendor Selection Process The RFP consisted of the base scope of services covering City facilities, an Add Alternate No. 1 section for service at City tenant properties and Add Alternate No. 2 for general facility maintenance services at tenant properties. Add Alternate No. 1 was included as an option to compare against proposals from a separate RFP dedicated to tenant facilities engineering and maintenance. Add Alternate No. 2 covered general tenant facility maintenance, which includes tasks such as, minor plumbing, electrical, repairs and water leaks. These services are currently performed by City staff and were included in an effort to address the loss of three Facilities Maintenance staff to pandemic-related early retirement incentive programs and ultimately provide a higher level of maintenance services at tenant properties. Upon completion of the meet and confer process with the Municipal Employees Association of Beverly Hills Technical Unit, Add Alternate No. 2 will be brought back in the future as an amendment to the proposed agreement, if Council approves. Based on the evaluation of the proposals, staff is recommending to contract with George S. Hall for facilities and mechanical engineering services.

RFP Proposal Evaluation Process
Following the RFP process, proposals were received from the following five vendors:  ABM  DMS
 George S. Hall, Inc. (GSH)  PRIDE Industries
 UG2 LLC
Staff anticipated receiving proposals that were higher than the current agreement due to the fact that contracted staff rates have increased, the scope of services was enhanced and the materials and supplies used to maintain these building systems have increased in cost since the last RFP in 2017, due to supply chain issues and inflation. Recognizing that cost is only one factor in the selection, the RFP specifications were designed to consider other important factors as well. Evaluation criteria identified in the RFP included:  Meeting the qualifications of the Facilities Engineering Contractor as listed in the RFP
 Completeness of proposal documents
 Understanding of the background and requirements of the Scope of Services  The relative allocation of resources, in terms of quality and quantity, to key tasks.  Responsiveness of proposal to specifications described in the RFP  Demonstrated success and years of experience
 Cost and compensation
City staff interviewed four of the five proposers. ABM’s response was incomplete because they did not include a cost for Add Alternate No. 1 and their monthly pricing/staffing appeared too low to adequately cover the entire scope of services. Based on this information, staff decided not to interview ABM.
2 The table below summarizes some information from the proposals received and reflects the pricing after the further clarifications and communications. The following pricing consists of the monthly cost for ongoing/regular facilities engineering and mechanical services at all City facilities identified in the scope of services, including Add Alternate No. 1-facilities engineering and mechanical services at tenant facilities. The table does not include the Add Alternate No. 2 for general tenant maintenance services, the 15% for as- needed services calculated based on the ongoing monthly costs or the 10% contingency based on the ongoing monthly plus as-needed costs.
1 -Costs shown in this table do not include as-needed services, contingency, or allowance for maintenance and other work on HVAC controls.
--If City staff were to request current costs and rates, they may change (e.g., depending on how proposers calculate their hourly rates).
-There are some exceptions proposed by some proposers.
-PM=Project Manager
-For DMS, proposal includes 2% escalation for subcontractors and escalations for staff based on union agreement; for as-needed hourly rates, escalations would be 3.5% for years 2 and 3.

Table 1
Summary of Proposal Results-Facilities Engineering Operations and Mechanical Maintenance RFP1
Proposer
Monthly cost (first
year) for ongoing/
regular services at
general City facilities
and parking
structures (excludes
tenant facilities)
Monthly cost (first
year) for ongoing/
regular services
at tenant facilities
Total monthly cost
(all facilities without
15% for as-needed
services and 10%
contingency)
Annual
Escalations
Sub- contractor
and
suppliers
markup (as- needed
services)
Number of
staff
proposed,
including
tenant
facilities
DMS $116,464 $27,975 $144,439 2% 3.5% 5
George S.

Hall
(GSH) $167,563 $42,747 $210,310 3.5% 5.0%
7+PM (fulltime)
PRIDE
Industries $111,509 $11,148 $122,657 3.0% 15.0% 7.4
UG2 LLC $170,660 $27,691 $198,351 4.0% 8.0%
6+PM
(part-time)
n I I I I n I n I
3 Evaluation of the Remaining Proposals
Although they did not propose the lowest monthly price for ongoing/regular services, staff concluded that the two strongest proposals were from GSH and UG2.

The current provider, DMS, submitted the same number of staff for the new enhanced scope of services that they provide for the current agreement’s scope of services. Staff did not believe that these staffing levels were sufficient to accomplish the enhanced scope of services. The proposal also lacked the additional administrative support the City has been seeking.

PRIDE Industries had a low cost proposal, but submitted a staffing plan that City staff felt would not be able to keep up with the proposed scope of services, as they had fewer total engineers/technical staff equivalents and some part-time staff performing work. PRIDE also wanted to bring on all new staff who have no working knowledge of the City’s building systems, which could lead to issues with service. PRIDE also had a 15% markup on subcontractors, compared with the 5% markup for GSH. Staff felt that PRIDE might need to rely more on subcontractors based on their staffing plan, which could lead to higher unforeseen costs due to the 15% subcontractor markup.

The two remaining proposers GSH and UG2 had similar proposals from a cost standpoint, however, staff felt that GSH provided the appropriate staffing levels, had a lower annual escalation rate (3.5% vs. 4% for UG2) and lower markup on subcontractors (5% vs. 8% for UG2). GSH has been in business for 126 years and has a strong presence in the U.S, Europe and Asia, compared with UG2 who has been in business for approximately 10 years. GSH has California offices in Los Angeles, Vacaville, San Diego and San Francisco and other U.S. offices in New York, Chicago, Philadelphia, Baltimore, Houston, Chicago and Parsippany. GSH has a strong presence in Southern California including providing facilities engineering services to Metropolitan Water District’s headquarters in downtown Los Angeles and the Diamond Valley Lake Visitor’s Center. GSH has a strong track record with implementing environmental sustainability initiatives in buildings that they service, which supports the City’s Sustainability Plan. GSH is also ISO (International Organization for Standardization) certified in quality management systems, environmental management systems, facilities management systems, occupational health and safety management systems and energy management systems. These ISO designations demonstrate GSH’s commitment to implementing best management practices in facilities that they service. In addition, GSH was willing to hire some current staff (if willing to change employers), which provides some continuity of operations and transfer of institutional knowledge. GSH also proposed an appropriate hierarchy of staffing and staffing levels, including the Project Manager and two additional Certified Engineers. They demonstrated an understanding of the scope of services and were responsive to the specifications included in the RFP. 4 Total Value of the Agreement
Table 2 - Total Estimated Value of the Agreement with GSH Year
Subtotal Ongoing/
Regular Costs - All
Facilities**
Subtotal As- Needed - All
Facilities (at
15%)
Subtotal
Contingency - All
Facilities (at 10%)
Grand Totals
1* $ 1,954,611 $ 283,919 $ 217,671 $ 2,456,200
2 $ 2,697,363 $ 391,808 $ 300,386 $ 3,389,557
3 $ 2,791,771 $ 405,521 $ 310,899 $ 3,508,191
4 $ 2,889,482 $ 419,714 $ 321,781 $ 3,630,977
5 $ 2,990,615 $ 434,404 $ 333,043 $ 3,758,062
Total $ 13,323,842 $ 1,935,366 $ 1,483,780 $ 16,742,988 *Year 1 consists of nine months of onsite work (February 1, 2023-October 31, 2023.

Subsequent years each consist of 12 months.
**Ongoing/regular costs include monthly costs and HVAC controls maintenance work. As- needed estimates and contingency are not applied to HVAC controls maintenance work.