Beverly Hills City Council
August 1, 2023

AGENDA REPORT
Meeting Date: August 1, 2023
Item Number:

To: Honorable Mayor & City Council
From: Daren Grilley, Assistant Director of Public Works/City Engineer Genevieve Row, Parking Services Manager
Subject: APPROVAL OF AN AGREEMENT BETWEEN THE CITY OF
BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE
OPERATION OF CERTAIN PARKING FACILITIES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2023/24 IN THE NOT-TO-EXCEED AMOUNT OF $1,871,985.67; AND

APPROVAL OF AN ONGOING APPROPRIATION FROM THE
PARKING ENTERPRISE FUND IN THE AMOUNT OF $200,000 TO
BEGIN IN FISCAL YEAR 2023/24
Attachments: 1. Agreement

RECOMMENDATION
Staff recommends City Council (1) approve an agreement between the City of Beverly Hills and Parking Concepts, Inc. (PCI) for the operation of certain parking facilities, (2) approve a purchase order for Fiscal Year 2023/24 in the not-to-exceed amount of $1,871,985.67, and (3) approve an ongoing appropriation from the Parking Enterprise Fund in the amount of $200,000 to begin in Fiscal Year 2023/24.

INTRODUCTION
The City of Beverly Hills owns 19 parking facilities which serve visitors, residents, and employees. Three of these facilities have traditionally been operated by a third-party parking operator:
 240 N. Beverly Drive/241 N. Canon Drive (Public Gardens/ Maybourne)  450 N. Crescent Drive
 9333 W. 3rd Street
Meeting Date: August 1, 2023

Additionally, stacked parking is also utilized at 438 N. Beverly/439 N. Canon (Crate & Barrel) as well as other City facilities. Valet and valet-assisted services within these facilities are also provided by a contract parking operator.

The City has contracted with PCI since 2013 to manage parking operations at the three facilities listed above and has been the City’s agent for invoicing, collecting and reporting revenue from monthly contract parking at all City parking garages. PCI also provides valet services on behalf of the City for third party-organized special events. The agreement with PCI was extended several times, and, in accordance with the City’s purchasing policy, it is necessary to conduct an open and competitive selection process to establish a new parking operator agreement.

DISCUSSION
In April 2022, Dixon Resources Unlimited (Dixon) was retained to assist the City in conducting a competitive selection process for a parking operator. On August 24, 2022, the City released a Request for Proposals (RFP) through PlanetBids, outlining the desired parking operations, administrative, accounting, auditing, and claims management services. On September 9 and 28, 2022, the City issued addenda in response to questions submitted by proposers.

On October 14, 2022, the City received two proposals, which were reviewed by Dixon for compliance with the requirements of the RFP and responsiveness of the solution and recommended for interview by the City pursuant to the evaluation process listed in the RFP:
 LAZ Parking (LAZ)
 Parking Concepts, Inc. (PCI) (incumbent).

The City’s selection panel, with staff from Police, IT, and Public Works evaluated the proposals, conducted vendor interviews, and rated the vendors on categories including history/experience, staffing plan, implementation approach, customer service, cost, and strength of references. PCI received the highest overall score, and the selection committee chose PCI as the recommended vendor.

PCI has a proven track record of successfully managing parking operations for municipalities and commercial clients, including the City of Beverly Hills for the past ten years, and has committed to implementing a number of improvements to the City's parking services. These improvements include the streamlining of parking operations throughout the City’s off-street parking inventory with enhanced technology, the implementation of a modern parking management system, and dedication to customer service to residents and visitors.

The City has conducted a detailed contract negotiation process with PCI to refine and finalize the scope of work and contract terms.

Staff recommends approval of an agreement with PCI for three years with two optional one-year extensions. The agreement includes performance metrics and penalties for noncompliance, ensuring that the City's parking services will be well-managed and effective.

FISCAL IMPACT
The total cost of the agreement for the first year of the contract, prorated for eleven months, is $1,871,985.67. The total estimated cost of the agreement over the full possible Meeting Date: August 1, 2023

term of the agreement, including optional extensions, is $11,409,292.85 as shown in the table below.

Total Estimated Cost of the Agreement with PCI
Year Fiscal Year Total for Operation of Parking Facilities 1 23-24 1,871,985.67 (1)
2 24-25 2,169,382.02 (2)
3 25-26 2,305,854.40
4 26-27 2,452,353.07
5 27-28 2,609,717.69
Total 11,409,292.85
(1) Year 1 is prorated for eleven months. (2) An estimated 4.5% compounded cost of living increase has been applied to direct labor and all expense items for Years 2 through 5. A 10% escalation has been applied to payroll taxes, workers compensation, healthcare costs, liability insurance and management fee in Years 2 through 5.

An ongoing annual appropriation of $200,000 from the Parking Enterprise Fund is requested starting in Fiscal Year 2023/24. In future years, additional appropriation requests may be necessary if contract escalations cannot be absorbed by the Parking Operations budget.

Jeff S. Muir,
Director of Finance
Shana Epstein,
Director of Public Works
Finance Approval Approved By
Attachment 1
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND PARKING CONCEPTS, INC. FOR THE OPERATION OF CERTAIN PARKING

FACILITIES
NAME OF CONTRACTOR: Parking Concepts, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Rafael Abanilla, Vice President CONTRACTOR'S ADDRESS:

CONTRACTOR'S E.I.N/TAX I.D. NO.:

CITY'S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

Parking Concepts, Inc
1801 South Georgia Street
Los Angeles, CA 90015
Attention: Rafael Abanilla, Vice President
95-2909899
City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
August 1, 2023
June 30, 2026, unless extended pursuant to
Section 2 of this Agreement
Not to exceed per CITY Fiscal Year ("FY"):

FY 2023-2024: $1,871,985.67
FY 2024-2025: $2, 169,382.02
FY 2025-2026: $2,305,854.40
FY 2026-2027 (if extended): $2,452,353.07
FY 2027-2027 (if extended): $2,609,717.69
Total not to exceed $11,409,292.85, as
more particularly described in Exhibit B
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
PARKING CONCEPTS, INC. FOR THE OPERATION OF CERTAIN

PARKING FACILITIES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Parking Concepts, Inc. (hereinafter called "CONTRACTOR").

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR's Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONTRACTOR must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

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

The City Manager or her designee may extend the time of performance in writing for two additional one-year terms or such other term not to exceed two years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, 2 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

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

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

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

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

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

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

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

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

Section 11. Insurance and Bonds.

I. 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:
3 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 (1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers' compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(5) A policy or policies of Technology and Cyber Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence. CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(6) A policy or policies of Employers Liability and Crime Insurance with minimum One Million Dollars ($1,000,000) per occurrence. CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY's Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY's Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or 4 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY's right to recover against CONTRACTOR and its insurance carriers.

11. Fidelity, Performance and Payment Bonds
CONTRACTOR shall obtain and provide the following bonds during the term of the Agreement.
(a) Fidelity Bond. A blanket fidelity bond or comparable honesty bond or crime coverage, protecting CITY against financial loss caused by any dishonest act of CONTRACTORr or CONTRACTOR's employees on a form approved by the City Attorney and Risk Manager. The bond shall have a minimum limit of Two Million Dollars ($2,000,000) and CITY shall be named as a loss payee.
(b) Performance Bond. A faithful performance bond, covering faithful performance of the Agreement and payment of obligations arising thereunder in the annual amount of the Agreement.
(c) Payment Bond. A payment bond in the annual amount of the Agreement.

CONTRACTOR shall adhere to all fidelity, performance, and payment bonding requirements for admitted California sureties. Additionally, the required performance and payment bonds shall be filed on the forms attached hereto as Exhibits D and E, 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 each bond, duly certified by the proper authority and attested by the seal of the corporation, and the transcript or record of appointment entitling or authorizing the person or persons purporting to execute the bond for and on behalf of such corporation. The bond amount may be periodically adjusted as necessary to cover and satisfy all payment obligations arising from the Agreement.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council, and each member thereof, and every officer, employee, and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney's fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
5 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 (b) All duties of CONTRACTOR shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days' written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

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

Section 14. CITY's Responsibility.

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

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

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

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

Section 17. 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 6 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 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 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and 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 21. 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 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures follow]
7 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 EXECUTED the __ day of _______ 20_, at Beverly Hills,
California.

ATTEST:
________ (SEAL)

HUMAAHMED
City Clerk
APPROVED AS TO FORM:
~ R- '"'~ ~ LAURENCE S. WIENER
City Attorney
B0785-0001 \2822018v12.doc
8 CITY OF BEVERLY HILLS
A Municipal Corporation
JULIAN A. GOLD, M.D.

Mayor
CONTRACTOR: Parking Concepts, Inc.

Pa.uL b144SS¢ r,r DAVID MUELLER
President/Secretary
~L llwalAilL,,,

MAEL ABANILLA
Senior Vice President
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
Director of Public Works

DAREN GRILLEY
Assistant Director of Public Works / City
Engineer

SHARON L'HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 1 Program Overview

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall oversee the management and operation of certain CITY-owned parking Facilities that include garages at Public Gardens Garage (241/242 N. Canon/N. Beverly Drive), Third Street Garage (9333 West Third Street), Crescent Garage (450 North Crescent Drive) ("Select Parking Facilities").

CONTRACTOR shall provide the following services at Select Parking Facilities:
• Full-service management and operation of the Select Parking Facilities • Overall parking program management and administration, under direction of CITY Parking Services Manager
• Customer support services, including issue de-escalation and resolution • Oversight of light maintenance and cleaning such as sweeping and litter removal • Valet services
• Parking Access and Revenue Control System (PARCS) equipment maintenance and repair, to include initial troubleshooting, non-technical minor repairs, and cleaning. • Revenue collections, counting, depositing, reporting, and reconciliation • Backend database management for monthly parking permits and valet services • Staffing and temporary services, including holidays and events, with a preference for local hiring
• Signage - way finding, directional, elevator clings
CONTRACTOR shall provide management of various types of monthly parking permit programs, including bulk and individual sales, for all CITY-owned parking facilities (19 total facilities).

CONTRACTOR shall provide valet services at Select Parking Facilities and as directed by the City.

Facility Location
Public Gardens Garage
(241/242 N. Canon/N. Beverly Drive)
Third Street Garage
(9333 West Third Street)
Crescent Garage
(450 North Crescent Drive)
Table 1
Square Footage
330,000
187,500
260,000
CITY shall have the right to add facilities to or remove facilities from the scope of this Agreement as business conditions require. CONTRACTOR shall revise its operations to accommodate any 9 B0785-0001 \2822018vl2.doc
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 changes as directed by CITY through an amendment to this Agreement that details the changes in scope and compensation.
2 Responsibilities of CITY
a. Maintenance of the following CITY-owned Parking Facilities including the SM5 parking lots and the three Select Parking Facilities.
438/439 N. Beverly/N. Canon Drive 416 N. Bedford Drive
450 N. Rexford Drive 9510 Brighton Way
440 N. Camden Drive 345 N. Beverly Drive
333 N. Crescent Drive 9361 Dayton Way
221 N. Crescent Drive 216 S. Beverly Drive
9333 West Third Street 321 S. La Cienega Blvd.

Table 2
CITY shall be responsible, at its own cost and expense, for the following:
i. CITY shall maintain, or cause to be maintained at CITY's cost and expense, the CIT -owned parking facilities, defined as the buildings, pavement, and roadways thereon, sidewalks, and other improvements associated therewith.
ii. All PARCS equipment and fixtures provided by CITY are CITY property and shall remain the property of CITY.
iii. CITY shall be responsible for maintaining the Parking Facilities in good order and repair based on its own determination of such need. Such maintenance responsibility shall include, paving, curbs, buildings, islands, landscaping irrigation systems, fencing, lighting, and any other improvement made by CITY. Facility structure repairs are managed by CITY.
b. Utilities.

CITY shall provide and pay for all utilities at the parking facilities. CONTRACTOR shall be prudent in its use of electrical service and water and shall comply with CITY's energy and water conservation policies.
c. Parking Rates and Hours of Operation.

CITY retains the sole and exclusive right to establish and/or revise any and all fees, rates and charges applicable to the use of the parking locations at any time.

CITY retains the sole and exclusive right to establish and/or revise hours of operation for all facilities.
d. Operating Expenses.

B0785-0001 \2822018vl2.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 CITY shall reimburse CONTRACTOR for approved operating expenses according to the terms and limitations set out in the final Agreement. Approved operating expenses shall be reimbursed at CONTRACTOR's cost without mark-up. e. Enforcement.

CITY will be responsible for parking enforcement.
f. Revenue Collection and Bank Deposits.

CONTRACTOR shall deposit daily, all gross revenues collected from the Select Parking Facilities and monthly parking revenue from all CITY-owned Parking Facilities into CITY's bank account. Deposits shall be made by the close of the next business day following the day on which revenue is collected.

CONTRACTOR shall transmit a daily listing of deposits to the Parking Services Manager, and all additional parties designated, electronically each business day.

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

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

Gross revenue shall include all revenue generated from the Select Parking Facilities including, but not limited to, parking fees collected for daily transient parking, monthly parking permits, special events and any other revenue designated by the Parking Service Manager and their designees.
3 CONTRACTOR Responsibilities
CONTRACTOR shall be responsible for the following:
a. Staffing
CONTRACTOR shall provide CITY with staffing schedules for each of the Facilities listed in the Table 1 of this Exhibit. Staff schedules shall clearly define the number of employees and corresponding work schedules. CONTRACTOR shall ensure that all new employees undergo pre-employment criminal background and Department of Motor Vehicles checks prior to commencement of employment.

CONTRACTOR shall work in coordination with CITY to develop a management plan for the Facilities and develop a staffing plan for events that may impact parking and traffic within CITY. All final plans will require the written approval by CITY. Any changes to plans will require CITY's written approval.
11 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 CONTRACTOR's staffing administration responsibilities shall include:
i. CONTRACTOR will provide staff to undertake the operation, maintenance, administration, revenue collection, customer service, and event services of the parking system as outlined herein. CONTRACTOR will be required to supply adequate staff, as reviewed by, and agreed to by CITY, to successfully perform the services as listed herein. CONTRACTOR should anticipate adjustments to staffing over time. It is important that CONTRACTOR's staffing plan be adaptable and flexible in response to evolving needs. CONTRACTOR shall be responsible for the selection, bonding (where applicable), and training of all employees. CONTRACTOR shall assume primary liability for the acts, negligence, and omissions of its employees.
ii. CONTRACTOR shall employ persons who are fully trained, competent, and qualified with the skills and experience necessary to provide the services during the term of this Agreement.
iii. CONTRACTOR shall have access to an adequate labor pool within thirty (30) miles of CITY.
iv. CONTRACTOR is required to complete background checks and drug testing on all employees prior to employment and provide verification proof to CITY.

CONTRACTOR personnel shall demonstrate high ethical standards of conduct and will observe all written rules and regulations concerning their work assignments as provided by CONTRACTOR.
v. Employee Quality of Service - CONTRACTOR shall maintain the highest degree and standards of courtesy on the part of its employees. Employees shall perform assigned duties in an orderly and professional manner.

Employees shall be able to communicate effectively in English, be respectful of others and not engage in profanity, unsafe or illegal behavior while on duty.

Employees can speak to a customer in another language if the customer prefers.
vi. All CONTRACTOR personnel, while on duty at the parking Facilities, shall be neatly and cleanly attired in a distinctive uniform, which has been approved in advance and in writing by CITY. Such uniforms shall display CONTRACTOR's name in a readily readable form and a readily readable nametag and/or identification badge, which uniquely identifies personnel.

Name badges visible to the general public may include the first name and initial of the last name only for the purposes of personal safety.

CITY reserves the right to participate in the selection and removal of personnel and will require CONTRACTOR to provide additional personnel or modify its operating procedures at the sole discretion of CITY.
12 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 vii. CONTRACTOR shall provide staff as follows:

Staff Positions
Parking Services Superintendent
Assistant Parking Services Superintendent
Overnight Supervisor
Parking Supervisor
Billing Specialist
Collection Supervisor
Office Supervisor
Parking Customer Service Representative
Valet Attendant
viii. CONTRACTOR shall have an on-duty, full-time Parking Services Superintendent who shall oversee the operation and employees of CONTRACTOR, who shall manage and control the operation, ensuring high quality service and employee performance. The Parking Services Superintendent shall be trained in CONTRACTOR's corporate management training program and be certified by CONTRACTOR as competent to perform the duties required by the position. As a minimum level of service, CONTRACTOR's Parking Services Superintendent shall be physically present on-site at the Parking Office and Select Parking Facilities during the conventional weekday office hours as are recognized and practiced by CITY.

The Parking Services Superintendent shall also make on-site inspections of CONTRACTOR's operations at the Select Parking Facilities at other hours of the day and other days of the week, and shall be continuously available, on call, to manage and supervise CONTRACTOR's operations at the Select Parking Facilities, 24 hours a day, 365 days a year. This person's responsibilities include, but are not limited to, the following:

B0785-0001 \2822018vl2.doc
• Overall responsibility for the Parking Operations
• Responsible for daily operations of the Select Parking Facilities, special events
• Administers the day-to-day parking operations.
• Be on-site for all special events.
• Ensure that all parking operational requirements are being met, which includes, but are not limited to:
o daily cash collections
o reporting
o reconciliation
o completing preparing bank deposits daily as needed, per mutually agreed upon procedures in writing
• Establish effective cost controls
• Maintain all equipment in a high state of readiness, locked and secured.
13 DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 B0785-0001\2822018v 12.doc
• Ensure that the parking staff is trained and highly proficient in areas of responsibility
• Support a proactive and customer service-oriented atmosphere • Develop weekly work schedules based on daily traffic patterns • Properly and cost-effectively staff the parking operations based on daily traffic patterns.
• Order supplies and signage necessary to support and maintain parking operations
• Administer and implement new hire and employee training program(s).

CONTRACTOR has reviewed CITY's Parking Attendant Trainings Manuals and shall provide a formal annual training program (including Payment Card Industry-related payment and security training) for all new hires to develop their skills and abilities for achieving quality work performance consistent with CITY's Parking Operation. The training program shall involve classroom and field instruction, encourage employee participation, and include, but not be limited to, cashier training, reporting procedures, maintenance and safety standards and inspections, ticket transactions, professional conduct, customer service and effective communication techniques, dispute handling, emergency, and safety procedures and security measures. Program will be shared with CITY staff for a collaborative approach and notification of training will be provided biannually.
• Continue the training program to support a customer service-oriented environment. CONTRACTOR shall provide refresher training courses to existing employees every six months and documentation that such training has been completed by existing employees.
• Supervise all on-site CONTRACTOR personnel.
• Openly communicate on an on-going basis with CITY Parking Administration and administrative staff
• Daily walk-throughs to assure compliance with safety standards, cleanliness of the garage, and operational procedures
• CONTRACTOR staff will be available 24 hours per day, 7 days per week
• Administer office and accounting duties and responsibilities • Communicate on an on-going basis with CONTRACTOR's
management and administrative staff
• Submit recommendations regarding new or upgraded parking equipment and related systems, signing, graphics and optimum space utilization
• Check the appearance and uniform compliance of the employees on duty on a daily basis
• Maintain open lines of communication with all merchants • Assist with customer service whenever possible
• Identify exemplary employees for special recognition and or possible advancement
• Respond to all customer complaints in a professional manner • Keep CITY Management staff apprised of any problems or needed improvements within the facility
14 DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 • Work with all on-site personnel to improve communications and other social interaction skills
• Review on an on-going basis, staffing and parking rate schedules • Keep written reports on any damage/malfunctions, registers, ticket machines, gate arms, pay-by-space equipment, etc.
• Monitor all operations and personnel in CONTRACTOR assigned areas of the Select Parking Facilities
• Train and instruct personnel on company and location policies and procedures
• Monitor operations and log equipment problems
• Trouble-shoot potential problems within the Select Parking Facilities • Resolve customer requests and disputes; notify CONTRACTOR's District Manager as needed
• Perform cashier audits, pay station collection audits, and verify change funds
• Make suggestions to CITY's Parking Services Manager or designee for the improvement of operations and/or service
• Administer the preparation and execution of all reports in an expeditious and accurate manner
• Enforce employee conduct and appearance standards
• Interact with security concerning all phases of safety at the Select Parking Facilities including customer safety, abandoned vehicles, and new ideas for improved security
• Conduct employee evaluations and "surprise cash counts" and inspections to ensure that proper ticket and cash handling procedures are being observed
• Assure that the proper traffic control is maintained within the Select Parking Facilities
ix. CONTRACTOR shall have an experienced Assistant Parking Services Superintendent that is authorized, during the temporary absence or unavailability of the Parking Services Superintendent, to represent and act for CONTRACTOR with like authority. During any temporary periods of absence or unavailability of said Parking Services Superintendent, the Assistant Parking Services Superintendent must be physically present onsite at the Select Parking Facilities or available on call as is otherwise required of the Parking Services Superintendent.
x. The Parking Services Superintendent, and the Assistant Parking Services Superintendent while acting in the supervisor capacity of the Parking Services Superintendent, shall not perform the duties or functions regularly assigned to Field Employees, except for training purposes and during reasonably unforeseeable contingencies. The Parking Services Superintendent, and the Assistant Parking Services Superintendent while acting in the capacity of the Parking Services Superintendent, shall function to the maximum practical extent in exclusively managerial, supervisory and customer service capacities with respect to CONTRACTOR's management and operation of the Select Parking Facilities.
15 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 xi. The Parking Services Superintendent and Assistant Parking Services Superintendent shall not take concurrent vacation time or other concurrent leaves of absence. In the event that both the Parking Services Superintendent and the Assistant Parking Services Superintendent are concurrently absent, due to illness or other circumstances, for more than one (1) business day during which bank deposits or cash pick-ups by an armored security service would be made. CONTRACTOR shall provide a qualified substitute on-site manager to perform the duties of the Parking Services Superintendent. CONTRACTOR will ensure that this person is properly trained and has access to those personnel policies and procedures necessary to ensure continuity in the manager's absence. xii. In addition to the Parking Services Superintendent and Assistant Parking Services Superintendent, CONTRACTOR shall provide a staffing plan for the Facilities based upon the descriptions of the locations that may include:
• Parking Supervisor - provides oversight of Field personnel, monitoring employee performance and participating in field personnel duties as needed. Supervisors will be present at all times that the facilities are open and operational. Supervisors will conduct daily inspections of each facility for lighting, trash and debris, safety, damage, homeless and vandalism. Also, CONTRACTOR shall ensure that Parking Supervisors drive through each facility every shift, to observe for hazardous materials, ensuring tickets are present in dispensers, all equipment is operational, and homeless and vagrants are not present. • Overnight Supervisor - provides overall management each late night through morning.
• Office Supervisor - ensures that the various and needed functions of the administrative, clerical and customer service components of CITY's parking operation are met.
• Parking Customer Service Representative - support all aspects of customer service for the Select Parking Facilities. Duties include, but are not limited to, handling customer complaints, assisting customers with payment parking fees at the Pay on Foot (POF) devices, exit stations, and other and pay stations, handling exception transactions, completing incident reports, processing monthly parking permits, and generally acting as Ambassadors for CITY.
• Collections Supervisors - supervise the collection of monies from the facilities' POF stations and pay stations and prepare the daily deposits of the revenue.
• Valet Attendant - responsible for providing a smooth and welcoming experience to customers upon their arrival and departure, and for issuing tickets, tracking vehicle locations, driving, parking, and retrieving vehicles.

Temporary Employees -In addition to the services set forth in Exhibit A, CONTRACTOR shall perform the following temporary services as requested by CITY's Parking Services Manager in CITY-owned parking facilities in writing:
16 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 CONTRACTOR shall provide temporary staffing needs for CITY Parking Operations on a non-exclusive, as needed basis for the following Parking Positions:

Parking Supervisor
Parking Services Technician
Parking Attendant (PT)
Parking Specialist (PT)
Parking Services Technician (PT)
For all positions, CITY shall approve a rate in writing derived from the published minimum hourly pay rate.

CONTRACTOR shall propose candidates to CITY and CITY shall have the right to reject any candidates or request the immediate removal of any CONTRACTOR employee already placed in CITY.
xiii. All costs associated with recruitment and training will be the sole responsibility of CONTRACTOR.
xiv. CONTRACTOR shall have the ability to expand or reduce staffing as needed should CITY add or remove parking facilities from the Scope of Work under this Agreement. Any changes to billing rates shall require the written approval of CITY.
xv. CONTRACTOR will provide a weekly written staffing schedule by day and time to be designated by CITY.
xvi. CONTRACTOR shall operate as an agent of CITY and, as such, will have the ability to supplement ongoing staffing needs as directed by CITY's assigned Parking Services Manager or designee. CITY reserves the right to participate in the selection and removal of personnel. CONTRACTOR shall be compensated for staffing at standardized labor rates identified in the Labor Cost tab of the Schedule of Payments and Rates, Exhibit B. b. General Facilities Maintenance
General maintenance and cleaning tasks for the Select Parking Facilities shall include the following (not to replace responsibilities of CITY staff): Note: CITY contractor maintenance staff refers to CITY contractor engaged to perform maintenance and janitorial services. CONTRACTOR staff refers to CONTRACTOR engaged to perform parking services.
• Confirm work of CITY contractor maintenance staff managing facility cleanliness, upon request of CITY.
o Sweeping: All entrance and exit lanes, lobby areas and booths swept daily by CONTRACTOR staff.
o Trash: All trash cans are emptied daily by CITY contractor maintenance staff. o Restrooms: Trash cans emptied, and floors mopped daily. Fixtures, sinks, mirrors, and toilets cleaned; supplies replaced daily as needed by CITY contractor maintenance staff.
17 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 o Elevators and Escalator Landings: Floors mopped, trash removed, doors and tracts cleaned daily by CITY contractor maintenance staff. o Landscaping: Trash removed daily, and supervisors informed of problems as needed by CITY contractor maintenance staff.
o Stairs: Trash removed, handrails cleaned, animal or human waste cleaned and sanitized daily by CITY contractor maintenance staff.
o Parking Floors: Excess oil cleaned and treated monthly by CITY contractor maintenance staff, or sooner if necessary.
o Painting: Painting areas directed by managers as needed, touch up paint applied to signs, walls, and curbs as necessary by CITY contractor maintenance staff.
o Lobby: Trash removed; walls cleaned daily by CITY contractor maintenance staff.
o Hand Sanitizer: installation and refill as needed.
o Graffiti: Monitored daily and removed immediately.
• Install, maintain, and/or remove directional arrows, bollards, speed bumps, and other traffic control devices, at CITY direction
• Monitor all control equipment for operation, cleanliness, and damage, and take appropriate action as directed by CITY
• Installation and replacement of wheel stops, as directed by CITY • Identify and report structural maintenance needs
CONTRACTOR shall establish and maintain a system in which maintenance issues are reported, documented, and tracked from the time an issue is detected until the time the issue is handled and closed.

CONTRACTOR shall take all reasonable and prudent emergency actions necessary to protect people and property from injury, loss, or damage and, if appropriate, to avoid further injury, loss, or damage, upon discovering any condition in the parking facility that has caused or that threatens to imminently cause such injury, loss, or damage.

Such emergency actions include, but not limited to, posting signs/notices erecting signs, barricades, lights, and other warning devices. CONTRACTOR shall inform the Parking Administrator or designee immediately of any such emergency conditions.

During all hours of operation, CONTRACTOR shall monitor the fire alarms, cameras and intercom systems located in the CITY-owned Parking Facilities (if applicable) and will promptly respond to calls for assistance received from customers or CITY staff.

CONTRACTOR shall immediately notify the Parking Services Manager or designee via telephone and written report of every reported or known incident involving accidental injury or criminal activity and shall keep a record of such incidents.

CONTRACTOR shall note any hazardous conditions and report these conditions immediately to the Parking Administrator or designee.
c. Valet Services
CONTRACTOR shall provide ongoing valet services at the Wallis Annenberg Center for the Performing Arts located at 450 N. Crescent Drive. Valet services, or as directed by CITY for this location and/or other CITY public parking garages as needed. 18 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 CONTRACTOR shall provide valet services to support events as directed by CITY on an ongoing basis, at other locations as needed. Valet events shall be directed through CITY's assigned CITY Parking Services Manager or designee and billed to CITY at the negotiated rates identified in the Schedule of Payments and Rates, Exhibit B.

In addition to CITY-sponsored events, CONTRACTOR shall provide Valet Services for third-party event organizers and bill the event organizers directly at negotiated rates.

CONTRACTOR shall inform CITY of any such requests for Valet Services and ensure that CITY reviews and approves planning for Valet Services in advance. Once approved by CITY, CONTRACTOR shall provide services and bill event planners directly.

CONTRACTOR shall implement a "valet services" database or tracking system that maintains an inventory of valeted vehicles in the facilities. This tracking system shall contain complete details for every vehicle, including license plates, arrival and departure times, and vehicle condition upon arrival. CONTRACTOR shall utilize industry-standard procedures for testing effectiveness of the valet tracking system and the Valet Attendants, such as "secret shoppers" or surveys.

At direction of CITY, CONTRACTOR shall implement other improvements to the valet program. CONTRACTOR shall advise CITY of technology advances and process adjustments that will add value to the valet service.
d. Monthly Parking Permits
The facilities are operated as public parking locations with the primary focus being on short-term transient parking for businesses located in the general vicinity of the Facilities. Monthly parking is permitted to the extent that transient parking is not negatively impacted. CITY shall authorize the approved number of monthly parking permits available to customer.

Permits shall be sold monthly at various facilities to individuals or businesses by CONTRACTOR. CONTRACTOR's responsibilities shall include the collection, invoicing, deposit, reconciliation, and reporting of monthly parking permits for all Facilities. All permits will be sold and fulfilled by CONTRACTOR.

CONTRACTOR's Permit Management System (PMS) shall have the following features:
• Ability to process credentials other than proximity cards, such as license plates or bar/QR codes
• Ability to handle multiple types of permit holders permit types that which have various parameters regarding such as amount to be paid and access rights, entry and exit times, number of uses (entries) per day/week/month, multiple vehicle permits (number of vehicles which can enter on a specific day on a single permit), such as, but not limited to, individual contracted parkers, organizational parkers, "VIP" parkers, and residential parkers.
• Tracking of applications and contracts by individuals and organizations • Allowing payments through one-time payments, automatic credit card billing, as well as invoicing and payment (with automatic cut-off for unpaid accounts) • Processing waiting lists
19 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 • Customer self-service features
• Full-cycle management reporting
• Technical and customer service
• Transfer of permits within a business account
CITY shall have immediate access to the permit management system including realtime reporting of permit sales. e. Revenue Collection and Bank Deposits
CONTRACTOR shall be responsible for collection of revenue from parking equipment located in the Select Parking Facilities as defined above. CONTRACTOR shall use the methods mutually agreed upon in writing. CONTRACTOR shall also support any initiatives to train CITY staff in revenue collection procedures.

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

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

CONTRACTOR shall transmit a daily listing of deposits to the Parking Services Manager, and all additional parties designated, electronically each business day.

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

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

Gross revenue shall include all revenue generated from CITY's public Select Parking Facilities, including, but not limited to, parking fees collected for daily transient parking, from CITY-owned Parking Facilities for monthly parking permits, special events and any other revenue designated by the Parking Services Manager or designee.

CONTRACTOR will perform all ongoing audits of the operation as directed by CITY. f. Backend Database(s)
CONTRACTOR shall use RISETEK Verge to aggregate data and perform reporting on all aspects of the operations. CONTRACTOR shall have access to CITY's various 20 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 parking technology vendors in order to manage activities related to revenue collection.

Verge will integrate with CITY's vendors for the following systems:
• Mobile payment system(s)
• Single space smart meters
• Multi-space meters
• Parking enforcement system(s)
• PARCS (Parking Access and Revenue Control System)
• Permit Management System(s)
• License Plate Recognition (LPR) system(s)
• Space sensors (if applicable)
• The Weather Channel
• Electric vehicle charging management system(s)
CONTRACTOR shall coordinate an integration plan in conjunction with CITY including management of each vendor integration. CITY shall retain full access to Verge at all times.
g. Parking Access and Revenue Control System (PARCS)
CONTRACTOR shall oversee the daily operation of the PARCS in the Select Parking Facilities listed above and shall also work closely with CITY and its PARCS contractor, SKIDATA, to ensure PARCS is fully operational.

CONTRACTOR shall monitor the service and repair of the equipment, including recording the removal of equipment and/or parts and maintaining an accurate spare parts inventory.

CONTRACTOR and its staff shall be trained on the use of the PARCS and related software and maintain the ability to generate comprehensive reports as directed by CITY.

Overnight license plate inventory will be performed each night for the Select Parking Facilities" or as directed by CITY and inputted into the PARCS to "true up" the inventory.

CONTRACTOR employees working with PARCS will follow instructions and procedures as mutually agreed upon by the parties in writing.

CITY shall retain full access to PARCS and related software, including the PARCS billing and accounts receivables system, at all times. h. Management Reporting
CONTRACTOR shall provide comprehensive, detailed, accurate, and timely management, financial, and operational reporting online in real-time. CITY may revise and/or expand any or all reports to adjust to changes in reporting needs of CITY and may also request additional reports as needed. Reporting requirements include a combination of standard scheduled reports, a business intelligence dashboard, and access to ad-hoc reporting, as described below. 21 B0785-0001 \282201 Sv 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 i. Financial reports including, but not limited to, the following:

1. CITY has a report structure for daily, weekly, monthly, and annual reporting that is used by CITY management to effectively monitor, assess, and improve the operational performance of CITY's parking program.

B0785-0001\2822018v 12.doc
• Monthly Permits
• Manual Permits
• Permit Adjustments
• City Credit Card Approvals
• Credit Card Approvals (Third Party Software)
• Monthly Parking Credit Card Approvals
• Validation Credit Card Approvals
• Aging Report
• Monthly Parking Payments List (Third Party Software)
• Monthly Parking Payments List
• Validation Payments List (Third Party Software)
• Validation Payments List
• New and Terminated
• Daily Revenue Recap
• Monthly Parking Daily Recap
• Daily Occupancy Report for all garages (Validation Usage, Revenue Tickets, Non-Revenue tickets and Contract Parkers) • Permit Park Reconciliation Reports
• Transient Revenue by Tender Type for all garages
• Annual Monthly Parking Revenue Reconciliation Report
• Validation Usage Report for all garages
• Special Event Reimbursable Revenue Report

2. CONTRACTOR shall design daily, weekly, monthly, and annual reports in collaboration with CITY to include the following:
• Daily event log
• Shift reports
• POF (pay on foot)/pay station reports
• Transaction reports
• Credit card reports
• Exception reports
• Validation reports
• Daily and monthly summary reports
• Activity and usage reports
• Quarterly rate survey

3. CONTRACTOR shall submit the following reports to Parking Services Manager, or their designee, as deemed necessary by CITY:
• Monthly Operations Summary: A Summary of Operations report shall be turned in no later than the fifteenth of each month for the reporting period. Report shall include, but not be limited to, parking utilization by the parking facility, tickets issued by the parking 22 DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 facility, permitted non-parking uses by the parking facility, validated tickets by parking facility and other noteworthy actions not specifically covered in other reports.
• Incident Notification: Incidents involving fire and/or law enforcement authorities or reports of personal injury resulting from incident(s) in the facilities shall be reported to the Parking Services Manager immediately, followed by a written incident report submitted within seven calendar days of the incident.
• Statement on Auditing Standards No. 70: At the direction of CITY, CONTRACTOR shall engage an independent CPA to examine and report on controls and obtain an objective evaluation of the effectiveness of controls that address operations, compliance, and financial reporting.

4. All reports shall be accessible and exportable to other software packages (including Word, CSV, Excel, and PDF). These reports shall be available to CITY no later than sixty (60) days after the start of CONTRACTOR's responsibilities. Any of these reports may be substituted by CONTRACTOR's own report with the approval of CITY.

5. CONTRACTOR shall supply management reports in a timely manner.

Daily reports shall be available by noon of the following business day.

Monthly reports shall be available by the 10th of the following month.

These reports shall be made available either online or in hard copy, either scheduled or on an as needed basis, as defined by CITY. ii. In addition to scheduled reports, CONTRACTOR shall maintain a reporting dashboard that is available to authorized CITY staff and provide inquiry only access to CONSUL TANT software to CITY staff to directly download data and/or reports.

1. Dashboard requirements shall be mutually agreed between CONTRACTOR and CITY and shall include, at minimum, access to the following:
i. Monthly revenue collections by facility
ii. Monthly permit parker sales and renewals
iii. Valet services receivables and billing

2. The reporting dashboard shall support access to reports within a web browser.

3. Upon request, CONTRACTOR shall provide training in the use and interpretation of the Business Intelligence Dashboard.
iii. Ad-hoc customized reports (as needed): Since CITY's reporting needs are likely to evolve over the course of the Agreement, CONTRACTOR shall have the flexibility and capability to create new custom reports upon request at no additional cost to CITY.
i. CITY Staff Support
CONTRACTOR shall provide the Parking Services Superintendent and Assistant Parking Services Superintendent with cell phones so CITY, Parking Services Manager, and CONTRACTOR's employees on duty will be able to contact and speak 23 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 directly with CONTRACTOR's District Manager, Parking Services Superintendent, or Assistant Parking Services Superintendent when appropriate, at any hour of the day and any day of the week, except during the Parking Services Superintendent's or Assistant Parking Services Superintendent's vacation times.

CONTRACTOR will provide CITY with cell phone numbers and email addresses of CONTRACTOR's key senior staff and executives.

CITY staff email requests for service shall be addressed by CONTRACTOR within twenty-four (24 hours) of receipt of request.

CONTRACTOR will meet with CITY staff on a periodic basis, at minimum, monthly, to discuss and exchange essential operating topics and develop a unified course of action and direction. These meetings will be held at the Department of Public Works, located at 345 Foothill Road, Beverly Hills, CA, 90210, or at another location mutually agreed upon site on an agreed, including Internet teleconferences, at a mutually agreed upon date and time. In these meetings, specific customer service issues and questions should be brought up and reviewed, as well as information concerning any damage or injury claims and/or customer complaints. Meetings will be used to discuss performance, learn of upcoming events and needs, and to remain focused on the same goals. CONTRACTOR's personnel may be requested to attend other meetings or planning sessions, potentially appearing before City Council or any relevant agencies. j. Parking Management Office
CONTRACTOR shall use the central office space and records retention area provided by CITY for delivering services under this agreement. Parking Services Superintendent shall have a desk at this location and accounting/revenue reporting functions shall be based in this location.

CONTRACTOR will outfit office space in the parking management office and each parking facility with resources that include but are not limited to the following: furniture, personal computers, printers, telephones, safe(s), photocopy machine, time clock (or equivalent), and any other equipment or materials necessary to effectively administer the operation of the facilities. Equipment shall be the responsibility and property of CONTRACTOR.
k. Telecommunications Equipment
CONTRACTOR shall be responsible for the prov1s1on of at least one business telephone for the Parking Management Office, and for telecommunication Services for the Facilities, the cost of which shall be considered an operating expense; however, long distance telephone charges will not be reimbursed by CITY. All telecommunication equipment shall be operational during regular hours of operation and remain as property of CITY upon termination of this Agreement.

CONTRACTOR is required to obtain two-way radios or similar devices to facilitate communications between managers, supervisors, and parking staff. Costs associated with the two-way radios are considered an operating expense. Radios will remain the property of CITY upon termination of the Agreement. 24 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 If some offices are already equipped with two-way radios owned by CITY, such items will be inventoried, utilized by CONTRACTOR, and remain the property of CITY upon termination of the Agreement.

CONTRACTOR shall determine a method to reinforce communications in underground garages where cellular service connectivity may be unreliable.

I. Transition Plan
CONTRACTOR will continue operations in CITY following the scope as outlined in this Agreement upon the effective date of this Agreement.
m. Other Services
CONTRACTOR shall:
i. Cooperate and coordinate with other contractors performing functions within the "Select Parking Facilities, and will cordon off spaces, if necessary, or arrange in any appropriate fashion a method for contractor to expeditiously perform their tasks.
ii. Obtain, maintain, and keep current all licenses, permits, certificates and documentation required for the management and operation of the facilities. iii. Comply with all CITY operating procedures and policies, as well as all federal, state and CITY laws and codes.
iv. Become knowledgeable about and completely versed in all components of CITY's PARCS, and security monitoring devices in each of the CITY-owned Parking Facilities, with the aim of quickly and thoroughly being able to properly, and effectively, operate each and every system. v. Establish and review all required credit card authorization accounts with clearing houses/banks.
vi. Maintain Payment Card Industry compliance in all facilities and with all components of the PARCS.
vii. Develop updated written Standard Operating Procedure (SOP), based upon CITY's administrative guidelines and directions relating to the management, operation, janitorial and maintenance services of the "Select Parking Facilities", and submit a copy of the SOP to CITY for approval. viii. Maintain a petty cash account to be used to cover all change or replenishment needed for the POF devices at the facilities. ix. CONTRACTOR shall handle all functions, tasks, and issues within the scope of work, including after-hours response and repair as warranted. Unless directed otherwise by CITY, issues should not be waiting for third-party vendors for resolution-it is imperative that all parking services and equipment shall be available at all times for all parking customers. x. Additionally, CONTRACTOR shall be available to perform and execute any other services requested or needed by CITY, including, and not limited to, street closures and traffic direction, shuttling and transportation, consulting, community outreach, stakeholder presentations, appearance before City Council or other agencies, equipment vetting and testing, rate surveys, occupancy studies, attendant assisted or stacked parking, parking for private parties accommodated in a structure, special events, and unarmed security.

These other services shall be billed according to the rate structures identified 25 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 in the Labor Rates tab of the Schedule of Payments and Rates, Exhibit B.

CONTRACTOR shall provide substantiating invoices and copy of prior written approval of CITY.
n. General Requirements
CONTRACTOR shall abide by the stated general requirements throughout the term of the Agreement. General requirements include but will not be limited to the following:
i. Reserved Spaces: No spaces shall be reserved for certain patrons or businesses without prior written approval by CITY.
ii. Restriction on Use: CONTRACTOR in its operation of the Facilities, shall be subject to all orders, directions or conditions issued by CITY and all Federal, State, and Municipal Laws, Regulations and Codes. Other uses, including but not limited to, the storage of vehicles, film permit related usage, public and private events and retail or wholesale commercial activities are permissible only with a written request to and advance written approval by CITY.
iii. Improvements and Alterations: No improvements, structures, facilities, alterations, or additions shall be made to or upon a parking facility by CONTRACTOR without the prior written consent of CITY.
iv. Non-Parking Revenues: CONTRACTOR shall not enter into any agreements concerning non-parking uses of the Facilities without the prior written consent of CITY. Non-parking uses shall include but will not be limited to product promotions, commercial advertising on CITY property or on ticket stock.

Revenue generated by such non-parking uses shall be identified and reported monthly as revenue from the Facilities.
o. Add Alternate No. 2: Signage
CONTRACTOR shall be responsible for maintaining and cleaning (as needed) and replacement, as directed by CITY, all CITY-owned parking wayfinding and directional signs and elevator clings located in CITY-owned parking facilities. These signs direct customers to public parking facilities and regulations. CITY Parking Services Manager shall approve all signs and locations, as necessary.
4 Liquidated Damages and Performance Standards
CITY will conduct evaluations of CONTRACTOR performance during the term of the Agreement.

Evaluations will be based on a number of criteria including the quality of work product, services performed, and timeliness of performance, financial data and expertise of personnel assigned to the facilities. If CONTRACTOR receives a "Marginal" or "Unsatisfactory" rating on an evaluation, CONTRACTOR shall be allowed 14 calendar days to respond and cure. CITY will consider a Marginal or Unsatisfactory rating and CONTRACTOR's response and ability to cure, when evaluating future proposals from CONTRACTOR when awarding other service contracts. Therefore, CITY and CONTRACTOR agree that, in addition to all other damages to which CITY may be entitled, in the event CONTRACTOR receives a "Marginal" or "Unsatisfactory" rating on an evaluation and fails to respond and cure as set forth in this section, CONTRACTOR not as a penalty, but as a reasonable estimate of the damages that CITY will suffer, the following amounts until the performance standards are met as determined by CITY. CITY may, at its 26 B0785-0001 \2822018vl2.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 election, deduct the sum of the liquidated damages owed by CONTRACTOR from any sum owed or to be owed to CONTRACTOR. Notwithstanding the foregoing, CITY and CONTRACTOR agree that this liquidated damage provision shall only apply to damages caused by CONTRACTOR's failure to meet the performance standards, and shall not apply to or limit any other type of damages suffered by CITY under this Agreement.

The following are the liquidated damages CITY will collect if performance standards are not met.

While it is not the intention of CITY to seek a punitive relationship, CITY requires performance to the standards described throughout the Agreement.

CONTRACTOR agrees to pay the following amounts to CITY as set forth:
a. Delinquent Deposits
If CONTRACTOR's deposit of gross revenue due to CITY is delinquent, i.e., not received by the close of the next business day following the on which the revenue is collected, CONTRACTOR shall be subject to monetary penalties in accordance with the following schedule:

1. If deposited within one (1) to thirty (30) calendar days after the due date, a penalty of up to five percent (5%) of the amount of the gross revenue due may be assessed by CITY.

2. If deposits of gross revenue are delinquent for over thirty (30) calendar days after the due date, a penalty of up to ten percent (10%) of the amount of the gross revenue due may be assessed by CITY.

3. In either instance, CITY shall have the right to reduce the amount of CONTRACTOR's monthly invoice accordingly and/or attach or garnish CONTRACTOR's Performance Bond to cover the delinquent amount, plus any assessed late payment fees.

4. CITY retains the right to waive or reduce penalties assessed pursuant to this Section at its reasonable discretion.
b. Implementation Penalties
CONTRACTOR shall be required to commence operation of the Select Parking Facilities no later than the Commencement Date of this Agreement as set forth on the cover page of the Agreement. Should CONTRACTOR fail to commence operation of the Select Parking Facilities in compliance with the stated Commencement Date, CITY reserves the right to assess CONTRACTOR penalties in the amount of $25,000 per day.
5 Monthly Compensation Deductions
a. For the purpose of monthly compensation fee deductions, "Office Employee" is defined as any individual performing duties as a Parking Services Superintendent, Assistant Parking Services Superintendent or Office/Parking Supervisor. "Field Employee" is defined as any individual performing duties as a Parking Customer Service Representative, Collections/Maintenance Staff or Valet Attendant. "Paperwork" is defined as any documents used by CONTRACTOR at the direction of CITY to record daily business activities including but not limited to payroll records, incident reports, monthly revenue reports, fee collections, parking validations, and bank deposits. 27 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 b. Upon review of the operation of the Select Parking Facilities and monthly parking in CITY-owned parking facilities required reports, CITY retains the right to deduct fees from CONTRACTOR's monthly compensation under any of the following conditions:
i. $25.00 per day for each individual page of paperwork that CONTRACTOR processes and fails to submit to CITY at the direction of CITY. ii. $25.00 per day for each individual page of paperwork that CONTRACTOR submits to CITY that is not properly corrected, missing information or contains inaccuracies.
iii. $50.00 for each instance that an Office Employee or Field Employee is absent from an assigned work area for reasons of abandonment or personal, non-emergency interest. Such penalty shall not preclude CONTRACTOR from initiating disciplinary action.
iv. $50.00 for each instance that an Office Employee or Field Employee interacts with a customer unprofessionally while performing duties. v. $200.00 will be deducted for each day CONTRACTOR fails to submit the required monthly reports specified in the sections above by the end of the business day following the last business day of the prior month. vi. $200.00 for each instance that a Field Employee fails to adequately anticipate the need for open lanes by not scheduling off-peak period employee breaks, thereby resulting in excessive exiting delays for the general public.
vii. $200.00 for each instance that a Field Employee engages in activity that detracts from a professional alert stance while on duty (including, but not limited to, drinking alcohol, sleeping, eating meals, smoking, maintaining lengthy personal conversations, or conducting non-emergency telephone calls). Drinking hot or cold non-alcoholic beverages is acceptable but should not be consumed while assisting the public. Such penalty shall not preclude CONTRACTOR from initiating disciplinary action.
viii. $500.00 for each instance that an Office Employee or Field Employee commits vandalism, deliberate disabling or defacing of property and equipment (including PARCS) belonging to CITY or commits any crime. In addition, CONTRACTOR shall be responsible to return such damaged property to its original condition or better. Such penalty shall not preclude CONTRACTOR from initiating employee disciplinary action or either CONTRACTOR or CITY from reporting Employee to the appropriate authorities.
ix. $500.00 for each instance that a CONTRACTOR Employee commits theft of CITY revenues, CITY property or commits any other crime, in addition to reimbursement/recovery for the missing revenue or property. Such penalty shall not preclude CONTRACTOR from initiating employee disciplinary action or either CONTRACTOR or CITY from reporting Employee to the appropriate authorities.
x. $500.00 for each instance that an Office Employee or Field Employee commits theft of property belonging to the parking public, CONTRACTOR, visitors, or retail employees, or commits a CITY criminal action, in addition to reimbursement/recovery for the missing property. Such penalty shall not preclude CONTRACTOR from initiating employee disciplinary action or either CONTRACTOR or CITY from reporting Employee to the appropriate authorities.
28 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 xi. $500.00 for each instance of improvements or additions made in, to, or upon the CITY-owned-Parking Facilities by CONTRACTOR without receiving prior written authorization from CITY. Furthermore, CONTRACTOR and CITY shall return the CITY-owned-Parking Facilities to the original condition, or better, at CONTRACTOR's expense.
xii. $500.00 for each instance CITY discovers unreported revenue during an examination or audit, plus the entire unreported amount, plus one percent (1 %) accrued interest, accruing from the time the revenue was received by CONTRACTOR until it is paid in full to CITY.
xiii. $10,000 for each instance that CONTRACTOR fails to provide CITY with requested documents, including but not limited to books, ledgers, journals, accounting records, or other source documents during an examination or audit within 10 business days.
xiv. Monthly compensation deductions do not preclude, minimize, or replace CONTRACTOR's responsibility for ensuring appropriate corrective actions are taken when necessary. CITY retains the right to waive or reduce such penalties as assessed or implement other remedies at its reasonable discretion.
6 Payment Card Industry Standards
a. The Payment Card Industry (PCI) Data Security Standard requires merchants to maintain and implement policies and procedures to manage Service Providers if cardholder data is shared. Requirement 12.8.2 states further "maintain a written agreement that includes an acknowledgement that the service providers are responsible for the security of cardholder data the service providers possess." b. CONTRACTOR acknowledges and agrees that it is responsible for the security of all CITY customer cardholder data in its possession. CONTRACTOR represents and warrants that for the life of the Agreement and/or while CONTRACTOR is involved with CITY customer cardholder data, the software and services used for processing transactions shall be compliant with standards established by the Payment Card Industry Security Standards Council (https://www.pcisecuritystandards.org/).

CONTRACTOR shall, upon written request, furnish proof of compliance with the PCI DSS within 10 business days of the request.
c. CONTRACTOR agrees that it is responsible for the security of cardholder data that it possesses, including the functions relating to storing, processing, and transmitting of the card holder data or to the extent CONTRACTOR can affect the security of the CITY cardholder data environment.
d. CONTRACTOR represents and warrants that for the life of the Agreement and/or while CONTRACTOR is involved with CITY customer cardholder data, the software, services, and any Third-Party provider that CONTRACTOR subcontracts with used in processing transactions shall be compliant with standards established by the Payment Card Industry Security Standards Council (https://www.pcisecuritystandards.org/). e. CONTRACTOR agrees to provide to CITY a current and complete copy of their Attestation of Compliance (AOC). If applicable CONTRACTOR further agrees to provide to CITY a proof of a recent (no more than 3 months old) passing quarterly external vulnerability scan as submitted by an Approved Scanning Vendor (ASV). 29 B0785-0001\2822018v 12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 CITY reserves the right to require that the submitted AOC be signed by a qualified security assessor or firm, as listed on the Payment Card Industry Security Standards Council's website.
f. CONTRACTOR will inform CITY within 24 hours if it has knowledge of, or can reasonably expect that, a security breach has occurred. CONTRACTOR agrees to indemnify and hold CITY, its officers, employees, and agents, harmless for, from, and against any and all claims, causes of action, suits, judgments, assessments, costs (including reasonable attorneys' fees), and expenses arising out of or relating to any loss of CITY customer credit card or identity information managed, retained, or maintained by CONTRACTOR, including but not limited to fraudulent or unapproved use of such credit card or identify information.
g. CONTRACTOR agrees that notwithstanding anything to the contrary in the Agreement or the Addendum, CITY may terminate the Agreement immediately without penalty upon notice to CONTRACTOR in the event CONTRACTOR fails to maintain compliance with the PCI DSS or fails to maintain confidentiality or integrity of any cardholder data.
h. CONTRACTOR confirms no requirements associated with PCI have been communicated to or are required from CITY. CONTRACTOR assumes all responsibility associated with their devices operating in compliance with current PCI standards and ensuring all PCI responsibilities are met, including but not limited to, periodically checking payment card devices located within the vendor-owned equipment located on campus, as well as inspecting for any possible tampering or substitution of equipment.
30 B0785-0001\2822018v 12.doc
31 DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557

EXHIBIT B

SCHEDULE OF PAYMENT AND RA TES
CITY agrees to compensate CONTRACTOR for the work described in Exhibit A an amount not to exceed Eleven Million Four Hundred Nine Thousand Two Hundred Ninety Two Dollars and Eighty-Five Cents ($11,409,292.85) based on the five year budget included in this Exhibit B.

CITY OF BEVERLY HILLS - FIVE YEAR BUDGET
%of
Expense Per Month Year 1 Total Year2 Year3 Year4 Year 5 Total 5 Years Escalations in Years 2-5
ParkinR Services Superintendent $8 333.33 $91666.67 $104 500.00 $109 202.50 $114116.61 $119 251.86 $538 737.64 4.5% Assistant Parking Services Superintendent $6 250.00 $68 750.00 $78 375.00 $81901.88 $85 587.46 $89 438.90 $404 053.23 4.5% Administrative $9165.83 $100 824.17 $114 939.55 $120 111.83 $125 516.86 $131165.12 $592 557.53 4.5% Suoervision $23 356.67 $256 923.33 $292 892.60 $306 072.77 $319 846.04 $334 239.11 $1 509 973.86 4.5% Mai ntena nee $10 868.00 $119 548.00 $136 284.72 $142 417.53 $148 826.32 $155 523.51 $702 600.08 4.5% Valet $33 592.00 $369 512.00 $421243.68 $440199.65 $460 008.63 $480 709.02 $2 171 672.97 4.5% Special Event Valet $4 940.00 $54 340.00 $61947.60 $64 735.24 $67 648.33 $70 692.50 $319 363.67 4.5% Total $96,505.83 $1,061,564.17 $1,210,183.15 $1,264,641.39 $1,321,550.25 $1,381,020.02 $6,238,958.98 Vacation $2 412.67 $26 539.33 $30 254.84 $31616.31 $33 039.04 $34 525.80 $155 975.32 4.5% Pavroll Taxes $9 747.08 $107 217.92 $128 661.50 $141527.65 $155 680.42 $171248.46 $704 335.94 10.0% Workers Comp $11580.67 $127 387.33 $152 864.80 $168151.28 $184 966.41 $203 463.05 $836 832.87 10.0% Healthcare $12,545.75 $138,003.25 $165,603.90 $182,164.29 $200,380.72 $220,418.79 $906,570.95 10.0% Total Burden $36,286.17 $399,147.83 $477,385.04 $523,459.53 $574,066.58 $629,656.09 $2,603,715.08 I Liability Insurance $9,973.58 I $109,709.42 I $131,651.30 I $144,816.43 I $159,29s.01 I $115,221.aa I $120,103.10 I 10 0% Eauioment - Rental $131.25 $1443.75 $1645.88 $1 719.94 $1 797.34 $1878.22 $8485.12 4.5% Eauioment - Purchase $557.33 $6130.67 $6 988.96 $7 303.46 $7 632.12 $7 975.56 $36 030.77 4.5% Audit Expense $1048.00 $11528.00 $13 141.92 $13 733.31 $14 351.31 $14 997.11 $67 751.65 4.5% Supplies - lot $5 063.42 $55 697.58 $63 495.25 $66 352.53 $69 338.39 $72 458.62 $327 342.38 4.5% Repairs & Maintenance - lot $423.42 $4 657.58 $5 309.65 $5 548.58 $5 798.27 $6 059.19 $27 373.26 4.5% Uniforms - Cleaning $1493.00 $16423.00 $18 722.22 $19 564.72 $20445.13 $21365.16 $96 520.24 4.5% PostaRe & Shipping $93.08 $1023.92 $1167.27 $1219.79 $1274.68 $1332.04 $6 017.70 4.5% Deoreciation $241.67 $2 658.33 $3 030.50 $3 166.87 $3 309.38 $3 458.30 $15 623.39 4.5% Bonds $6103.18 $67135.00 $76 533.90 $79 977.92 $83 576.93 $87 337.89 $394 561.64 4.5% VERGE Platform $2,595.00 $28,545.00 $32,541.30 $34,005.66 $35,535.91 $37,135.03 $167,762.90 4.5% Total Other Expenses $17 749.35 $195 242.83 $222 576.83 $232 592.79 $243059.46 $253 997.14 $1 147 469.04 !Management Fee $9,665.581 s106,321.42 I s121,ss5.10 I $140,344.21 I $154,378.10 I $169,816.511 $698,446.65 I 10.0% !Total s110,180.52 1 s1,871,985.61 I s2.169,382.02 1 s2,3o5,854.40 1 s2,452,353.01 I s2,609,717.69 ls11,409,292.85 1 Please note that an estimated 4.5% compounded cost of living increase has been applied to direct labor and all expense items for Years 2 through 5. A 10% escalation has been applied to payroll taxes, workers compensation, healthcare costs, liability insurance and management fee in Years 2 - 5.

CONTRACTOR shall be reimbursed for the actual direct operating expenses incurred duriring the month for which they are incurred. Invoices submitted as direct operating expenses shall not exeed the aggregate total of the approved operating expense budget without written consent from CITY.

CONTRACTOR shall be paid an hourly rate for any as-needed parking personnel in accordance with the hourly rates set forth in this Exhibit. Expenses shall not exceed any budgeted line-item set forth in this exhibit without prior written authorization from CITY. Cost of Living Adjustments (COLA) to the associated wages may be provided on an annual basis, based on the Consumer Price Index (CPI) associated with CITY's Schedule of Fees and Charges, not to exeed 3%. Any such increase shall be approved in writing at the sole discretion of CITY.

DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557 Job Title Hourly Wage
(Unburdened)
Parking Services Superintendent $48.08
Assistant Parking Services Superintendent $36.06
Overnight Supervisor $29.00
Parking Supervisor $22.00
Billing Specialist $26.44
Collection Supervisor $22.00
Office Supervisor $26.44
Parking Customer Service Representative $22.00
Valet Attendant $19.00
Deductions to the monthly compensation as described in Section 4 of Exhibit A and non-CITY approved expenses may be applied if deemed appropriate by CITY.

All approved fees and expenses shall be reimbursed in the subsequent month for which they are incurred in accordance with this Exhibit, after submittal of a detailed invoice on a form acceptable to CITY, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall be accompanied by supporting documentation in the form of a detailed cost breakdown, itemizing the labor, expenses and services rendered during the billing period and the amount due and must contain a suffient level of detail to clearly justify the compensation and reimbursement requested. 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. 32 B0785-0001 \2822018vl2.doc
DocuSign Envelope ID: 64806275-3B78-4537-BC85-ED039793C557

EXHIBITC

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

NAMED INSURED

ADDRESS

COMPANY
(A. B. C.) COVERAGE

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

BLANKET CONTRACTUAL

CONTRACTOR'S PROTECTIVE

PERSONAL INJURY

EXCESS LIABILITY

WORKERS' COMPENSATION
□
POLICY
NUMBER

COMPANIES AFFORDING COVERAGE
A.

B.

C.

EXPIRATION B.I. LIMITS
DATE P.D.

AGGREGATE
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.
33 B0785-0001 \2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 EXHIBIT D - PERFORMANCE BOND (Sample)
Bond No. __ _

PERFORMANCE BOND
KNOW ALL PERSONS BY THESE PRESENTS that
WHEREAS the City of Beverly Hils ("City"), has awarded to _______ _ (Name and addntss of Contractor)
a conhad (the "Contract") for the Work described as folows:

Maintenance Service for City Bevalors and Ufts
("Principal")
WHEREAS, Principal is requintd under the lerms of the Contrad lo l,mish a Bond for the faithl,I performance of the Contract.
tc>W, THEREFORE, we, the undersigned Prindpal, and _________ _ _______________________ ,,
(Name and address of Surely)
("Surely') a duly admitted surety insurer under the laws of the Staf9 of Calfomia, 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 Stallts of America, for the payment of which sum wvl and truly lo be made, wv bind ourselves, our heirs, successors executors and administrators, ioinlly and severally, 8rmy by these presents.

THE CONDITK.J',.I OF THIS CBLIGATIC>N 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 wvll and truly kaep and perform the covenants, conditions and provisions in the Contract and any alteration thereof made as therein p-ovided, on the Principal's part, lo be kept and performed at the time and in the manner therein specified, and in al respects according lo their true intent and meaning, and shall indemnify and save harmless the City, its of8cers, agents and employees, as therein stipulated, then this obligalion shall becx,me null and wid; oflerwise, it shall be and remain in full force and effect.

As a part of the obligalion secured hereby and in addition lo the face amount specified therefor, there shal be included costs and reasonable expenses and fees, inck.rding reasonable atlomeys' fees, incurred by City in successl,lly enforcing such obligation, all lo be taxed as costs and included in any iudgmant rendered. Surely hereby waives any statula of limitation as it appGes to an action on this Bond.

EXHIBIT D - PERFORMANCE BOND
34 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 The Suntly hereby stipulates and agrees that no chCJree, extension of time, alteration or addition to the terms of the Contract or of the Work to be performed thenuider or the specifications accompanying the same shall in anywise affect its obligations under this Bond, and it does hereby waive notice of arr, such change, extension of time, alteration or addition to the terms of the Contrad or to the Work or b the specifications. SuNtty hentby waives the provisions of California Civil Code Sections 2845 and 2849. 1he City is the principal beneliciary of this Bond and has all rights of a party hentto.

IN WITNES-5 WHEREa=, two (2) identical <lOUnterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by Principal and Sul1tly, on the date set forth below, the name of each corporate party being hereb affixed and ftese pr95911ts duly signed by its undersigned representative(,) pursuant to authority of its governing body.

Dated:, _____ _
*Principal' "Surety"
By: By: Its._· _________ _ Its: _________ _
By: By: Its:,___ _________ _ Its: _________ _
(Seal) (Seal)
APPROVED AS TO FORM:

By:

Laurence S. Wiener, City Attorney
Note: This Bond must be exea,tecl in duplcate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be attachecl. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DATE OF CONTRACT. Sul1tly companies executing Bonds must appear on the Treasury Department's most current list (Circubr 570 as amended) and be authorized to transact business in the State where fie prqed is bcated.
35 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557 EXHIBIT E - PAYMENT BOND (Sample)
BondNo. __ _

PAYMENT BOND
(IABOR AND MAlERIALS)
KNOW ALL PERSONS BY lHESE PRESENTS that
WHEREAS the City of Beverly Hills ("City"), Stale of California, has awarded to ("Principar') (Name and addntSs of Contractor)
a contrad (the "Contracr) for the Work described as folaws:

Maintenana, Seavice for Oty Elevators and Ufts
WHEREAS, uider the terms of the Contract, the Principal is raquintd 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 referena, is made in Title 3 (commendng with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and ___________ _ {~e and address of Surety)
("Surely") a duly adnitted surety insurer under the laws of the State of Calfomia, as Surety, are held and firmly bound unto the Oty and all mntractors, subcontractors, laborers, material supplers, and other persons employed in the performance of the agreement and refenad b in Tdle 3 (commencing with Sedion 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 land, or for amounts due under the Unempbyrnent lnsurana, Ad with respect to this Work or bbor, 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, wil pay, in addition to the b:e amount thereof, con and reasonable expenses and fees, including reasonable attomeys' fees, incurntd by Oty in succenfuly enfon:ing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the iudgmenttherein rendered.

It is hentby upressly stipulat&d and agreed that this Bond shall inure to the benefit of any and all persons, mmpanies, and corporations entitled to file claims under Tdle 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 dvil wage and penalty a$$8$$ment against the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to labor Code Section 17.41, and upon expiration of ht time within which a pint labor management mmmilee may commence an action against the principal, any of its 36 B0785-0001\2822018v12.doc
DocuSign Envelope ID: 64806275-3878-4537-BC85-ED039793C557

EXHIBIT E - PAYMENT BOND
subcontracbrs, or both the principal and its subcontrac10n pursuant lo Labor Code Section 1771.2, if the condition of this Bond be fuly performed, then this obligation shall become null and wid; otherwise, it shal be and remain in full force and effect.

Should the condition of this Bond be fully performed, then this ob&gation shall become nul and void, otherwise it shal be and 1'9main in ful force and effect.

The Surely hereby stipulates and agrees that no change, extension of time, alteration, or addition lo the 181ms 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, oradattion.

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, haw been duly executed by Principal and Surety, on the date set forth below, the name of each corporate party being hereb affixed and '1ese presents duly signed by its undersigned representalive(s) pursuant lo authority of its gowming body.

Dated: _____ _
"Principal"
By: Its:._ _________ _
By: Its:. __________ _
(Seal)
"Su1'91y"
By: Its: __________ _
By: Its: __________ _
(SeaQ
APPROv'ED AS TO FORM:

By:

Lm,r9nc:e S. Wtener, City Attorney
Note: This Bond must be executed in dup&cate and dated, all signatures must be notarized, and evidence of the authority of any person signing as attorney-in-fact must be atlached. IF CONTRACTOR IS A PARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIOR TO DAlE OF Co..llRACT. Surely companies execufing Bonds must appear on the Treasury Department's most current list (Circular 510 as amended) and be authorized lo transact business in the State whel'9 f18 prqect is located.
37 B0785-0001\2822018v12.doc
Certificate Of Completion
Envelope Id: 648062753B784537BC85ED039793C557 Status: Sent Subject: Complete with DocuSign: Parking Concepts, Inc. - Operation of Certain Parking Facilities Source Envelope:

Document Pages: 37 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
7/18/2023 2:03:00 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Paul Gnasso for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 74.212.202.150
Sent: 7/18/2023 2:12:13 PM
Resent: 7/18/2023 4:30:32 PM
Resent: 7/18/2023 5:16:53 PM
Viewed: 7/18/2023 5:18:59 PM
Signed: 7/18/2023 5:19:39 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Rafael Abanilla
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 64.60.118.122
Sent: 7/18/2023 2:12:14 PM
Viewed: 7/18/2023 3:23:03 PM
Signed: 7/18/2023 3:24:58 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.195.195.234
Signed using mobile
Sent: 7/18/2023 2:12:14 PM
Resent: 7/18/2023 4:30:33 PM
Viewed: 7/18/2023 5:05:25 PM
Signed: 7/18/2023 5:05:35 PM
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: 107.115.41.126
Signed using mobile
Sent: 7/18/2023 5:19:42 PM
Viewed: 7/18/2023 5:25:16 PM
Signed: 7/18/2023 5:25:42 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
DocuSign·
Signer Events Signature Timestamp
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 7/18/2023 5:25:44 PM
Viewed: 7/18/2023 5:26:23 PM
Signed: 7/18/2023 5:26:41 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: 198.245.189.181
Sent: 7/18/2023 5:26:43 PM
Viewed: 7/18/2023 5:38:36 PM
Signed: 7/18/2023 5:58:05 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 7/18/2023 5:58:08 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Julian A. Gold
[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
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Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
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Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
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Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/18/2023 2:12:14 PM
Envelope Updated Security Checked 7/18/2023 5:16:52 PM
Envelope Updated Security Checked 7/18/2023 5:16:52 PM
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