Beverly Hills City Council
June 18, 2024

9.2 Intellectual Property Indemnity
(a) Aclara shall defend and indemnify Customer against any Claims alleging that Deliverables or Services furnished under this Agreement infringe a patent in effect in the U.S., an EU member state or the country ofthe site (provided there is a corresponding patent issued by the U.S. or an EU member state), or any copyright or trademark registered in the country of in which the premises where Deliverables are used or Services are performed, not including Aclara’s premises from which it performs Services provided that (i) in the case of software Deliverables, it is the latest released version of the software; (ii) Customer promptly, and in any event, within ten (10) days ofbecoming aware ofthe Claims, notifies Aclara in writing of such Claims; (iii) Customer makes no admission of liability and does not take any position adverse to Aclara; (iv) Customer provides Aclara with full disclosure and fully cooperates with Aclara in assisting in the defense or settlement of such Claims and (v) Aclara has the sole right to conduct the defense of such Claims or to settle such Claims.
(b) Notwithstanding the foregoing, if any software or other Deliverable provided by Aclara under the terms of this Agreement becomes, or in Aclara’s reasonable opinion is likely to become, the subject of any infringement or misappropriation claim or proceeding, then Aclara shall, at its sole option and expense shall either: (i) obtain for Customer the right and license to continue to use the software or other Deliverable in the manner permitted under this Agreement; or (ii) replace or modify the same with anequivalent non-infringing product with functionality substantially similar to the product it is replacing; or(iii) failing (i) or (ii), take back infringing Deliverable or Services and refund the price received by Aclara attributable to the infringing Deliverable or Services. Notwithstanding the foregoing, Aclara shall not beliable for any Claims based upon (1) the combination or use of Deliverables or Services with any other equipment or software not supplied or authorized by Aclara, or (2) Customer’s possession or use of any altered version of the Deliverable or Services unless such alteration has been performed or expresslyauthorized by Aclara, or (3) failure of Customer to implement any update provided by Aclara that would have prevented the Claims, or (4) Deliverables or Services made or performed to Customer’s specifications.

ARTICLE 10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations and Warranties. Each party represents and warrants to the other party that:
(a) it is duly organized, validly existing, and in good standing as a corporation or other entity under the Laws of the jurisdiction of its incorporation or other organization; (b) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement; (c) the execution of this Agreement by its representative whose signature is set forth at the end of this Agreement has been duly authorized by all necessary corporate or organizational action of such party; and
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and binding obligation of such party, enforceable against such party in accordance with its terms.

10.2 Additional Aclara Representations, Warranties, and Covenants. Aclara represents, warrants, and covenants to Customer that Aclara will perform the Services using personnel of required skill,experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet its obligations under this Agreement.

10.3. THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE IN LIEU OF

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATIONANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.ARTICLE 11. INSURANCE

11.1 Minimum Insurance Coverages.

In the event that Aclara’s obligations hereunder require or contemplate performance of Services by Aclara’s employees, or persons under contract to Aclara, to be done on Customer’s property, or property of the Customer’s customers, Aclara agrees that all such work shall be done as an independent contractor and that the persons doing such work shall not be considered employees of the Customer. Further, in suchevent, Aclara shall maintain:
(a) General Liability insurance on a one million dollar ($ 1 ,000,000), per occurrence basis; and (b) Statutory workers compensation insurance.
(c) Cyber Risk Liability and Technology Errors and Omissions Insurance. Aclara shall maintain cyber risk liability and technology errors and omissions insurance with a combined aggregate limit of notless than $5,000,000.00. Such insurance shall cover errors, omissions or negligent acts in the delivery of Services under this Agreement. Such cyber risk liability insurance shall include coverage of claims and losses with respect to network risks (such as data breaches, unauthorized access/use, ID theft, invasion of privacy, damage/loss/theft of data, degradation, downtime, etc.) and infringement, such as copyrights, trademarks, and service marks.
(d)Customer shall be provided for as an additional insured or loss payee as its interest may appear on the policy referred to in Section 11.1(a) above.

ARTICLE 12. LIMITATION OF LIABILITY

12.1 iN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY,

INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR THE LOSS OFPROFIT, REVENUE, OR DATA OF THE OTHER PARTY ARISING UNDER OR IN CONNECTION

WITH THIS AGREEMENT, WHETHER BASED UPON CONTRACT, TORT, BREACH OF

WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.2 Each Party’s total liability to the other Party in connection with this Agreement, whether in contract or in tort, shall be limited to the aggregate sum ofpayments made by Customer to Aclara under an applicable SOW or Purchase Order.

ARTICLE 13. FORCE MAJEURE
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It is understood that, at times, unavoidable delays result from causes which may reasonably be presumedto be beyond the control of Aclara, or Customer such as: Acts of providence, floods, fortuitous events, unavoidable accidents, riots, strikes, and lock outs. Should the progress ofthe Services or Deliverables be or seem to be delayed at any time for such causes, the party claiming force majeure shall notify the counterparty in writing of the occurrence, in order that a record of same may be made. For force majeureevents declared by Aclara, a corresponding extension of time for the completion of the Services orDeliverables shall be allowed by Customer. Aclara and Customer shall in good faith use such effort as is reasonable under all the circumstances known to it at the time to remove or remedy the cause(s) and mitigate the damage associated with a force majeure event.

ARTICLE 14. AUDIT RIGHTS

14.1 Audit Rights General.

Customer and its representatives shall have the right to audit activities which are performed under this Agreement on a time and material basis. Aclara will provide access to Aclara personnel, and to data and records, for the purpose ofperforming audits and inspections to verify the accuracy ofAclara’s charges and invoices for Services provided on a time and material basis. Aclara will provide to such auditors and representatives such assistance, as they reasonably require. Aclara will cooperate fully with Customer or Customer’s designees in connection with audit functions. If Customer performs such audits via anindependent audit firm, Customer will take reasonable steps to ensure that the audit firm will protect the confidentiality of Aclara’s Proprietary Information.
(a) If an audit uncovers any overcharge, Aclara shall immediately refund such overcharge (net of any undercharges uncovered by the audit).
(b) Aclara shall maintain and provide access upon request to records, documents and other information required to meet Customer’s audit rights under this Agreement until the later of: (i) 3 years after expiration or termination ofthis Agreement; or (ii) all pending matters relating to this Agreement (e.g.,disputes) are closed. (c) In addition, Aclara shall use commercially reasonably efforts to assist Customer with respect to ensuring that all subcontractors and vendors adhere to and comply with the same requirements herein.

14.2. Aclara shall provide within thirty (30) days ofreceipt and at no additional cost to Customer, a copy of a SSAE 18 SOC 2 — Type II report ofAclara’s measures with respect to electronic data for Hosting and Cloud Services which has been audited by an independent CPA or similarly qualified third party.

ARTICLE 15. GENERAL CLAUSES

15.1 Relationship of the Parties.

Aclara is performing under the Agreement as an independent contractor. Aclara has the sole right and obligation to supervise, control, manage, and direct all work associated with the Deliverables and Services to be performed by all individuals and entities it assigns to perform work under this Agreement, which includes, but is not limited to, its employees, its contractors, and its subcontractors’ employees, and Aclara agrees that none ofthese persons or entities are employees or should be considered employees ofCustomer.

As to these persons or entities Aclara assigns to perform work under this Agreement, Aclara will be solelyresponsible for: (a) the acts and omissions of all such persons and entities, (b) payment of compensation to such persons and entities, and (c) any injury to such persons in the course of their employment.

15.2 Publicity.

Neither Party may announce or release any information regarding this Agreement or its relationship with the other Party without the other Party’s express prior written approval (which may be withheld in the other Software Services and Deliverables Agreement 9.202 1 Page 16 of 62 B0785-0001/2933083v1
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party’s sole discretion). Neither Party shall use any trade name, trademark, service mark or any other information which identifies the other Party or any of the other Party’s Affiliates in such Party’s sales, marketing and publicity activities, including postings to the Internet, interviews with representatives of any written publication, television station or network, or radio station or network without the other Party’s express prior written approval. Notwithstanding the foregoing, nothing in this Agreement shall prevent either Party from making such public disclosures as it, in its sole judgment, may deem appropriate to satisfy such Party’s (or such Party’s Parent’s) disclosure obligations under any applicable law or requirement of any stock exchange.

15.3 Non-Solicitation/No-Hire.

Neither party shall solicit or hire, in any capacity whatsoever, any ofthe other party’s employees involved in this SOW during the term ofthis SOW and for a period ofsix (6) months from the expirationltermination hereof, without the express written consent ofthe other party; provided, however, that nothing shall prevent general solicitations by either party not specifically directed at the other party’s employees and any hiring as result of such general solicitations.

15.4 Assignment.

Neither Party may assign its rights or obligations under this Agreement without the prior written consent ofthe other Party, provided however, that Aclara may assign this Agreement to an Affiliate, or to an entity acquiring all or substantially all ofthe assets ofAclara ifthe acquiring entity is an Affiliate, or, by operationof law, to an entity into which Aclara is merged if the surviving entity is an Affiliate, in each such case without prior approval of the other Party. In any such event, Aclara shall provide the other Party with prompt written notice ofsuch assignment. As used herein, “Affiliate” means a company which either owns or controls Aclara or which Aclara owns or controls directly or indirectly, or is under common controldirectly or indirectly with Aclara through a common parent company.

ARTICLE 16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws ofthe State of California, USA.

16.2 Dispute Resolution.

All disputes arising in connection with this Agreement, including any question regarding its existence orvalidity shall be resolved in accordance with this Section 16. If a dispute is not resolved by negotiations, either party may, by giving written notice, refer the dispute to a meeting of appropriate higher management, to be held within twenty (20) business days after the giving of notice.

16.3 Notwithstanding the foregoing, each party shall have the right at any time, at its option and where legally available, to immediately commence an action or proceeding in a court of competent jurisdiction, subject to the terms of this Agreement, to seek a restraining order, injunction, or similar order to enforce the confidentiality provisions set forth in Article 8. Monetary damages shall only be available in accordance with Article 12.

ARTICLE 17. NOTICES
All notices, requests and demands, other than routine communications under this Agreement, will be inwriting and will be deemed to have been duly given when delivered, or when transmitted by confirmed facsimile (with a copy provided by another means specified in this Article 17), or one (1) business day after being given to an overnight courier with a reliable system for tracking delivery, or three (3) business days after the day of mailing, when mailed by U.S. mail, registered or certified mail, return receipt requested, Software Services and Deliverables Agreement 9.2021 Page 17 of 62 B0785-0001/2933083v1
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postage prepaid, and addressed as follows:

In the case of Aclara:

Aclara Technologies LLC
Attn: Legal
77 Westport Plaza Drive
Suite 500St. Louis, MO 63146
With a copy (which shall not constitute Notice) to:

Hubbell IncorporatedAttn: General Counsel
40 Waterview Drive
Shelton, CT 06484
In the case of Customer:

City of Beverly Hills
345 Foothill RoadBeverly Hills, CA 902 10-3808
Attn: Director of Public Works
With a copy (which shall not constitute Notice) to:

Either Party may from time to time change the individual(s) to receive notices under this paragraph and its address for notification purposes by giving the other prior written notice of the new individual(s) and address and the date upon which the change will become effective.

ARTICLE 18. COMPLIANCE WITH LAWS, CODES, AND STANDARDS

18.1 Aclara shall comply with laws applicable to the manufacture of Deliverable and its performance ofServices. Customer shall comply with laws applicable to the application, operation, use and disposal ofthe Deliverables and Services.

18.2 Aclara’s obligations are conditioned upon Customer’s compliance with all U.S. and other applicable trade control laws and regulations. Customer shall not trans-ship, re-export, divert or direct products other than in and to the ultimate country of destination declared by Customer and specified as the country ofultimate destination on Aclara’s invoice.

18.3 Notwithstanding any other provision, Customer shall timely obtain, effectuate and maintain in force any required permit, license, exemption, filing, registration and other authorization, including, but notlimited to, building and environmental permits, import licenses, environmental impact assessments, and foreign exchange authorizations, required for the lawful performance of Services at the Customer’s site orfulfillment of Customer’s obligations, except that Aclara shall obtain any license or registration necessary for Aclara to generally conduct business and visas or work permits, if any, necessary for Aclara’s personnel.Customer shall provide reasonable assistance to Aclara in obtaining such visas and work permits.ARTICLE 19. HEADINGS Software Services and Deliverables Agreement 9.2021 Page 18 of 62 B0785-0001/2933083v1
DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly HillsThe headings used in this Agreement are intended for convenience only. They are not a part ofthe writtenunderstanding between the Parties, and they shall not affect the construction and interpretation of thisAgreement.

ARTICLE 20. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each ofwhich shall be considered an originalhereof but all of which together shall constitute one agreement.

ARTICLE 21. SEVERABILITY
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, suchinvalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement orinvalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.ARTICLE 22. RESERVATION OF RIGHTSA delay or failure in enforcing any right or remedy afforded hereunder shall not prejudice or operate towaive that right or remedy or any other right or remedy, whether of a similar or different character.

ARTICLE 23. AMENDMENT AND MODIFICATION;WAIVER
No amendment to or modification of this Agreement is effective unless it is in writing identified as an amendment to this Agreement and signed by an authorized representative of each Party. No waiver by anyParty of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed bythe party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

ARTICLE 24. SURVIVAL
The provisions set forth in the following sections, and any other right or obligation of the parties in thisAgreement that, by its nature, should survive termination or expiration ofthis Agreement, will survive any expiration or termination ofthis Agreement: Section 2.2(b) Section 2.3(c), Section 7.2, Article 8, Article 9, Article 10, Article 12, Article 15 and Article 24.

ARTICLE 25. ENTIRE AGREEMENT
The Agreement contains the entire agreement and all representations between the parties relating to the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as ofthe date first above written.

Name: kfrvi ±Le2
Title: i1P c’WL ___ HUMA AHMED
City Clerk
APPf0 FORM: APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
C a er
AE.E IN
irector of Public Works
ROBERT
LZ
WELCH
Utilities General Manager
SHiON L’H1XfREUX DRESS1
Risk Manager
Software Services and Deliverables Agreement 9.2021
Aclara Technologies LLC
Signed:

City of Beverly Hills, CA
Signed:
____________________
Name: LESTER J. FRIEDMAN
Title: Mayor
ATTEST:
(SEAL
LAURENCE S. WIENER
City Attorney
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ATTACHMENT ASOFTWARE
I. ACLARAONE© SOFTWARE
IA. Base Software
Computer
Vendor- Equipment Model
Supplier Software Description ]yp Licensing Parameters
Aclara AclaraONE® MDM SaaS SW-3020A I Maximum Endpoints1 11,170 Maximum Utilities 12
Aclara AclaraONE UHF SaaS SW-3010A I 11,170 +
II. THIRD PARTY SOFTWARE - NOT INCLUDED IN THIS SOFTWARE LICENSE AGREEMENT Vendor- Licensing Parameters
Supplier Software Description Model Type Parameter
Microsoft Windows Operating System INTEL 2 Not specified by Aclara NA Licensing of the software shall be directly with the identified vendorlsupplier under the terms and conditions of the vendor’slsupplier’s applicable software license agreement.

III. THIRD PARTY SOFTWARE - - INCLUDED IN THIS SOFTWARE LICENSE AGREEMENT Vendor- Licensing Parameters
Supplier Software Description Model Type Parameter

RESERVED
IV. COMPONENTS INCLUDED IN THIS LICENSE AND ASSOCIATED FEES: FEES

RESERVED
V. PER-METER INCREMENTAL LiCENSE FEE”:

Maximum Endpoints count the aggregate sum of all Aclara electric and/or water hardware devices controlled (e.g. meters + DRUs +CSTs +lHDs). 2 This software is licensed to Licensee for use in Licensee’s own utility business. Use of the Software to provide AMI -related services to other utilities/entities (i.e. “Multi-Utility”) is strictly prohibited unless otherwise noted and provided for herein.

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V.A SaaS AclaraONE® $ I .38 per endpoint3
If License exceeds the quantity of Endpoints is above the maximum amount stated an additional fee will be charged based on the price per endpoint.

VI. ANNUAL MAINTENANCE SERVICES FEES:

Item No. Level of Services Fees - SaaS
Vl.A Annual ASP Fee AclaraONE $ 15,486.3O
Vl.B AclaraONE — UHE -SaaS ASP Read Only SQL Server Database $ 53,O4O.OO Annual Service Fees are provided per endpoint and includes the maintenance fee per endpoint. Maintenance and hosting services are provided for a term of 12 months and are automatically renewable for 12 month Renewal Periods, subject to the annual adjustment.

The Fee stated in the Maintenance Agreement for Hosted Solution, Exhibit J, Maintenance Services and Hosted Solution Fee, 3. Annual Hosting Fee will be adjusted based on the cumulative total endpoints installed at the end of each annual Renewal Period.

Subject to up to 5% annual escalation starting in year two.

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EXHIBIT A
Statement
of Work
Project Name: City of Beverly Hills (CA), (“System Owner”) AclaraONE Software Upgrade Implementation (“Project”).

This Statement of Work (“SOW”) and the terms and conditions of the Agreement for Software Deliverables and Services (hereinafter “Agreement”) describes the Services to be provided to the System Owner in support of the Project as authorized by System Owner signing this Statement of Work. ThisSOW is governed by the Agreement. By signing this SOW, System Owner represents and affirms that it has reviewed and agrees to the terms and conditions as set forth in the Agreement, its Attachments and Exhibits. Additional terms contained on any purchase order are hereby rejected unless specifically agreed to in writing by the System Owner and Aclara.

Scope of Work
The project scope for the AcIaraONE Upgrade Implementation includes professional services (project management, coordination, AclaraONE software solution, product training and software acceptance).

The new solution will support various uses of the components and applications defined in Attachment 1.

More detailed requirements will be developed during the requirements task of the project but willremain consistent with Attachment 1 unless mutually agreed by the System Owner and Aclara.

This Statement of Work addresses the implementation services required by the Project. It is mutually understood that business requirements, resources and dates may change subject to the applicable terms of this SOW and that any such material change requested by the System Owner or as a result of the System Owner’s inability to provide agreed upon resources and perform its other responsibilities set forth herein or the result of System Owner errors or omissions may result in a Change Order.

It is understood by Aclara and the System Owner that any material changes to scope will be addressed through a formal change order process. Material changes are those which specifically will impact budget, scope, timeline and/or resources.

1.0 Project Aroach
The Aclara Services Team (“Aclara Team”) assigned to this project will complete the Aclara tasks described herein and will perform work for the System Owner for the duration of the Project from remote locations.

The scope of the services engagement for this SOW is set forth in the attached Attachments 1 here to. Attachment 1 also includes certain Responsibilities and Assumptions that are the responsibility of the System Owner. In addition to the tasks specified in Attachments 1 here to, the System Owner will provide appropriate Project resources, including but not limited to data, information, and appropriate and cooperative personnel, to facilitate the performance of the Services. The System Owner shall designate a Project Manager to work with the Aclara Team to facilitate the provision of the Services. Once this SOW is executed, Aclara and the System Owner will assign resources to the Project. The Aclara Team will work on the Project and provide support as specified by the SOW.

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2.0 Assumptions and Responsibilities
Project Assumptions and Responsibilities are set forth in Attachments 1. Should the System Owner fail to fulfill those that are applicable to the System Owner, the estimated level of effort, timeline and scope may be subject to change which may result in a Change Order.

3.0 Scone Estimates
Aclara will support the System Owner by providing a team to complete the scope of work defined in Attachment 1.

Aclara’s estimate of the level of effort is based on the following:
. Information provided by the System Owner to Aclara
. Aclara’s understanding of the project scope, based on System Owner information Should the information provided by the System Owner be inaccurate or should Aclara gain additional information during the Project, the work required may be out of scope and the pricing and schedule may be impacted. If so, the additional work will be addressed as a change to the SOW (change order).

4.0 Software Licenses
The AclaraONE software components are licensed in accordance with the Aclara Software Agreement (“Licenses”) executed between Aclara and the System Owner. The Licenses cover the integration with the System Owner’s single production environment and within the System Owner’s current service territory.

5.0 Changes
Any change to this SOW shall be subject to mutual written agreement of the parties. Aclara shall not commence work on any such change unless and until the change has been agreed to in writing by both parties.

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IN WITNESS WHEREOF, the parties have so agreed as of the last date signed below.

Accepted By:

Aclara Technologies LLC
(Aclara)
By:

Print Name: MA4’L P AAOT1k4 k’-
Title:’? jMu
Date: t
Accepted By:

City of Beverly Hills (CA)
(System Owner)
Title7(LitJL4®&
Date: s) 2s’( (
Attachment 1 = AclaraONE Software Upgrade Implementation SOWAttachment 2 = Milestone Schedule Attachment 3 = Change Order Procedure
Software Services and Deliverables Agreement 9.2021
Nam&’W& Et<r—
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Attachment 1
To
Statement of Work
Project Definition — AcIaraONE Software Urade Implementation Project

1.0 Project Scope
Included in the purchase of an AclaraONE Software Upgrade Implementation are the Professional Services efforts required to upgrade System Owner’s software applications to the latest versions of Aclara’s software platform (AclaraONE) as well as migration of up to 25 months of NCC headend metadata and read data to a new AclaraONE Headend environment, and rolling 25 months into the new hosted AclaraONE MDM as defined in Section 1 and Section 2. The purpose of this document is to outline the tasks and deliverables of the Aclara Team and provide the System Owner an overview of the responsibilities and time commitment that will be required of their staff. bpo.1IGIS
Figure 1: Solution Schematic
Software Services and Deliverables Agreement 9.2021
Output
Interface
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.4 . AcIaraONE
.

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1.1 Software Modules Covered
The Software Modules checked below are those that are included in the Project Scope. If System Owner chooses to delay implementation of some of the Modules or Integrations, there may be a Change Order.

Module Name Commodities*
Gas Water
AclaraONE Unified Headend
Equipment Menu: DCUs, MTUs, RDD5, Installations X
Administration Menu: Audit Log X
Communication Menu : Firmware Status, DCU Firmware X
Management, MTU Firmware Management,
Communications Status, Communications ManagementZoneScan (Optional)**Administration Menu: ZoneScan Global Settings, ZoneScan Readings Status, ZoneScan.netAclaraONE MDM
Account Search Menu X
Total Consumption Menu X
Events Menu: Event List, Event Trends X
Report Management XEvent Summary Dashboard X
Administration
Report Group Management XResource Security XUser Defined Fields Management X Event Management XUsers X
*Legacy Electric MTU data is not supported in AclaraONE and will not be included in the data migration from NCC to AclaraONE.
**Zone5can menu option becomes available only when ZoneScan is in scope.

1.2 Project Services
The implementation shall cover the current service territory for System Owner. Aclara shall provide the Services and perform the Deliverables as identified in the sections below. In the event that System Owner requires Services on any out of scope areas or requests anychanges to the core product code, Aclara could provide such Services as additional Services through a separate SOW or Change Order.

1.3 Technical Requirements
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Technical requirements will be further defined as part of requirements gathering phase and will be specific to the data integrations referenced in Section 2.0 below. Additionally, thefollowing should be noted:

1.3.1 All AclaraONE Elements
. System Owner shall be responsible for providing users the URL for AclaraONE.
. Aclara will provide access to utility administrator login with training for user creation and administration as outlined in Section 2.0 below. . System Owner shall be responsible for Microsoft Azure AD user management.

1.3.2 Data Integration
. Aclara will configure and test the AclaraONE side of the interfaces on the new environment. Aclara shall provide integration specifications for theintegration points specified in Section 2.0. . System Owner will develop data integrations specified in Section 2.0 based on Aclara specifications.
. Lat/Long data is required to be provided if not currently included to enhance the visual mapping within AclaraONE. The data can be provided in the existing System Owner Account Import integration below or in a separate file which will be determined during requirements phase. . If a separate file is required for Lat/Long, Aclara will configure, test and implement the AclaraONE side of the interface, while the System Owner’sCIS system is responsible for making the necessary changes in the SystemOwner’s systems to provide and/or accept data in Aclara standard formats and cover any third-party cost associated. Aclara will help facilitate integration with third party systems and work with all third-party vendors with permission from System Owner.
. If Lat/Long cannot be provided, and address information is available, Aclara can provide a one-time Geo Coding. The request will be scoped out with a change order.
. System Owner will be responsible for any data cleansing for data cleanup with assistance from Aclara in order to meet Aclara’s data specifications and ensure data parameters are consistent between all sets of data. . Historical data to be included in the initial database migration from NCC to AclaraON E.
o AclaraONE Headend maintains a retention policy for rolling 25 months of historical data.
o AclaraONE MDM maintains a retention policy for rolling 25 months of historical data.
o Trimming of Reading data older than 25 months is automated to maintain the 25 months of rolling Reading data. ProgrammingRecords, Meters and MTUs tables are not trimmed.

2.0 Implementation Approach
The Aclara implementation approach involves the following phases:

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2.1 Phase 01 Project Planning and Kick-Off
The Aclara project team will begin work upon contract execution and notice to proceed.The Aclara project team will begin the internal preparations for the official launch of the project. The Aclara project manager will coordinate and schedule the System Owner kickoff meeting with the System Owner. During this kick-off phase, Aclara will define the project team organization and introduce the teams, review the project scope and proposed timeline, review the utility’s goals and business objectives and develop the communication plan with the System Owner. Aclara will introduce a project manager and other leaders assigned to oversee and coordinate the day-to-day activities of all parties involved. Entry criteria for this phase to begin are defined as the signature of the contract, the assignment of an Aclara project manager and setting an agreed upon project kick-off start date. This phase will be complete once the project teams have been defined, the kick-off meeting has occurred, and the project plan has been reviewed.

2.2 Phase 02 Requirements
At the beginning of the implementation process, Aclara meets with the key stakeholders to confirm the detailed functional and integration requirements for the system. Aclara will finalize all software requirements. Aclara will hold software interface requirements sessions and create requirement documents and overall solution architecture specifications.

This phase is complete once the System Owner performs review of requirements.

2.3 Phase 03 Installation and Configuration
In this phase, Aclara will install, configure, and test the software components listed below.

Aclara will achieve entry criteria by reviewing the signed off requirements. This phase is complete once Aclara and supporting resources install the software solutions, configures interfaces, and completes integration testing.

Software InstallationAclaraONE Headend
• Setup new hosted environment.
• Bring new servers to base installation for OS and SQL Server. • Install and configure headend application and database. • Perform database migration for 25 months historical data from NCC solution to AcIaraONE Headend.

AclaraONE MDM
• Pre-requisite System Owner Task: Grant access to Microsoft Azure Active Directory for new application per provided hosted specifications. • Install and configure MDM cloud-based environment.

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• Perform ingestion of up to 25 months historical data to AclaraONE MDM. • Setup administrator user.• System Owner agrees to allow AclaraSupport user admin access to AclaraONE with two-factor authentication deactivated.

Interface Configuration
• Aclara will configure and test the AclaraONE side of the interfaces on the new environment.
o Input Integration
Integration Name Type Functions
System Owner Account Flat File Import meter inventory and System Owner Import Interface account /location data from Aclara SFTP server to AclaraONE (data supplied from System
Owner’s CIS)
GIS Interface Flat File Import Lat/Long data from Aclara SFTP server to AclaraONE for enhanced visual mapping
(data supplied from System Owner)
0 Output Integration
Integration Name Type Functions
Billing Output Interface Flat Export Billing Read values from File AcIaraONE to Aclara SFTP server (for
System Owner’s CIS consumption)
BH Reads Flat Exports Read data from AcIaraONE to
File Aclara SFTP server for System Owner’s
Consumer Engagement.

StarSRCreateCombinedReportCustom Flat Exports Data from IFX Combined File Report Custom 2 3400 from
AcIaraONE to Aclara SFTP server for
System Owner’s consumption.

IFX Combined Report Custom 2 3400 FIat Produces data that is extracted from File AclaraONE via
StarSRCreateCombinedReportCustomfor System Owner’s consumption.

StarSRCreateFile Flat Exports Read Data from AclaraONE to File Aclara SFTP server for System Owner’s
consumption.

StarSRCreateLeakDetection Flat Exports Leak detection Data from File AcIaraONE to Aclara SFTP server for
System Owner’s consumption.

IFX Leak Detection Flat Produces data that is extracted from File AcIaraONE via
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StarSRCreateLeakDetection for System
Owner’s consumption.

StarSRCreateScalingFile Flat Exports scaling Data from AclaraONE File to Aclara SFTP server for System
Owner’s consumption.

WaterSmart Readings Flat Exports Read Data from AcIaraONE to File Aclara SFTP server for WaterSmart
consumption.

IFX Daily Consumption Flat Exports Consumption Data from File AclaraONE to Aclara SFTP server for
System Owner’s consumption.

AclaraONE Active Meters Flat Monthly export of active meters from File AclaraONE to Aclara SFTP server for
System Owner’s consumption.

2.4 Phase 04 Integration Testing
This phase extends the interface testing from the previous stage to internally validate the Software end to end functionality — from the meter reading in the AclaraONE Headend through visualizations in the AclaraONE MDM as well as production and validation of a billing interface extract. Exit criteria from this phase is all internal test cases have been executed and no severity 1 or severity 2 issues are present.

2.5 Phase 05 User Training
Training for AclaraONE software solution is completed in this phase. Aclara will provide training covering changes in the user interface of the AclaraONE software applications.

Training will be conducted via remote webinar sessions.

Please reference table below for training session information. The below details a recommended training approach that is subject to change as part of the project and agreed upon by both Aclara and System Owner prior to the scheduled training. Additional training or onsite training can be added to scope via a change order with cost.

Session Onsite Proposed Duration Agenda Recommended
Name (Y/N) #of Attendance
Sessions
AclaraONE N 1-2 2-3 -Welcome / 3rd Party Call
Basic/CSR hours Introductions Center, CSR’s,
Training total -Objectives Dispatch, Billing,
-General Navigation Collections,
-Consumption Leaders,
Tracking Conservation and
-Hands-on Exercises Field Technicians
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-Aclara University
AclaraONE N 1 1 hour Review AdminsAdmin total administrativeTraining functions in AclaraONE including
user administration.

2.6 Phase 06 Production Cutover and Software Acceptance After training and interface testing is complete, Aclara supports the System Owner for cutover of the software solutions so data begins flowing between the Aclara applicationsand the production environment.Aclara will provide support for Software Acceptance by hosting a webinar walkthrough of the Software Acceptance Document in Exhibit 1 of the SOW within 5 business days post cutover.

Aclara’s responsibility is to support issue resolution, as required.

Exit criteria includes:
• Software Acceptance has been executed.
• All Severity 1 and Severity 2 issues have been resolved or a workaround identified.

Severity levels are defined below and apply to issue prioritization throughout the engagement.

The Software Acceptance concludes when System Owner completes walkth rough of Software Acceptance. Any remaining issues are categorized into severity level 3 or 4.

2.7 Phase 07 Hosted Read-Only SQL Server
In this phase, Aclara will setup the hosted Read-Only SQL Server. This phase is complete once Aclara completes installation and replication of the Read-Only SQL server.

Read-Only SQL Server Tasks
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Severity Level Description
1 Requires immediate attention — Service is lost or degraded for all users* preventing_operation_of business
2 Requires priority attention — Service is lost or degraded for single or small number of users, affecting significant business functionality 3 Requires attention — Users can continue business operations, but a problem or issue has been identified that affects operation of business 4 There is a problem or issue that does not affect operation of business *For the purposes of this table, “users” is defined as all Aclara Utility users ofAclaraONE Page32of62
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. Aclara will Setup hosted Read-Only SQL Server.. Aclara will Setup VPN access for System Owner.. System Owner will configure VPN for access from System Owner’s systems/premises.
. Aclara will Setup replication between Primary SQL Server and the Secondary ReadOnly SQL Server. . Aclara reserves the right to make database schema changes to future versions of Ada raON E.

2.8 Phase 08 Transition to Support
Once Software Acceptance is complete, Aclara will compile all open issues and review thestatus of these issues with Aclara’s Technical Support team and the System Owner’s project team.

Additionally, by this time the System Owner will be introduced to Aclara’s Technical Support operations. All support operations will begin to be managed by this team. The System Owner will be trained on Aclara’s Support processes which includes opening support tickets, managing and obtaining status of these tickets. The System Owner will be introduced to the AclaraConnect System Owner portal.

The review of any open issues and training on the Aclara Support process will take place during the Transition to Support meeting conducted by Aclara. The meeting will occur within 5 business days of the completion of Software Acceptance. Attendance from the System Owner and Aclara Support is mandatory in this meeting.

Exit criteria includes:
• Software Acceptance has been executed.
• Review of any open issues.• Training on the Aclara Support process. • All Severity 1 and Severity 2 issues have been resolved or a workaround identified.

Severity levels are defined below and apply to issue prioritization throughout the engagement.

Severity Level Description
1 Requires immediate attention — Service is lost or degraded for all users* preventing operation of business
2 Requires priority attention — Service is lost or degraded for single or small number of users, affecting significant business functionality 3 Requires attention — Users can continue business operations, but a problem or issue has been identified that affects operation of business 4 There is a problem or issue that does not affect operation of business *For the purposes of this table, “users” is defined as all Aclara Utility users ofAclaraONE The Transition to Support concludes when the Transition to Support meeting has been completed.

3.0 Deliverables and Milestones by Step
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The table below details the milestone deliverables for this project. Delivery dates for each milestone will be communicated at project launch.

Milestone Deliverables Payment Milestone Descriptions
1 Contract Execution Contract Execution Complete. This milestone is complete after the contract documents are fullyexecuted by both parties. 2 Project Kickoff Project Kickoff Complete. This milestone is complete after the Project Kickoff meeting. Aclara will support
this kickoff meeting to walkthrough the project
schedule, introduce team members and roles, reviewSystem Owner responsibility and upcoming tasks.Additionally, during this meeting, the projectgovernance will be established. This includes communications plan, team meetings, status
reporting, and issues management.
3 Installation and AclaraONE Software Installed. This milestone is Configuration of AclaraONE complete after the installation of the software in theSoftware System Owner’s environment. 4 Deliver Training and Training Complete. This milestone is complete after Training Materials Aclara provides webinar training for Aclara RF network system administrators, field personnel and System
Owner service representatives.
5 Read-Only SQL Server This milestone is complete after Aclara completes installation and replication of the Read-Only SQL
server.

4.0 Preliminary Project Schedule
Upon execution of this SOW, Aclara will work with System Owner to schedule the efforts listed above. The following draft schedule will be refined as part of the project kickoff phase and will be dependent on System Owner’s ability to complete its deliverables within the required timeline.

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Duration
Week Week Week Week Week Week Week Week Week Week Week Week (in Business I 2 3 4 5 6 7 8 9 10 11 12 Days)
Project Initiation & Kickoff 10 days
Requirements Gathering & da sDesign ySoftware Installation & 35 days Configuration Integration Testing 30 days
Training 1 day . ProductionCutover iday
SottwareAcceptance 1 day
Hosted Read Only SQL Server 1 5 dayTransition to Support 5 days Total S of Days 60 days
Assumptions:
. CIS and Billing vendor resources are available to support the integration requirements discussions and any work on the CIS side to enable the interfaces. If support is delayed andcausing impact to ability to continue implementation tasks, it may result in a change order. . System Owner’s CIS vendor to validate files sent to them for accuracy and operability.. No custom reports or headend software customizations are included in this scope. . System Owner and Aclara will have project resources available to kick off the project within two-months of contract execution.
. Cutover to occur during business hours Monday — Friday. Other times can be supported with an approved change order.

5.0 Project Governance
System Owner agrees to provide appropriate Project resources including but not limited to, data, information, workspace and appropriate and cooperative personnel, all as necessary to facilitate Aclara’s performance of the Services and the System Owner integration.

System Owner will allocate the following described personnel to the Project to provide appropriate knowledge of the indicated area and the skills to perform the System Owner tasks, and any additional personnel, including vendor resources, that may be necessary for System Owner to perform its obligations under the implementation work plan. . Project Manager — Main point of contact for the Project. Is responsible for scheduling System Owner resources, managing the scope and the System Owner tasks of the Project schedule, facilitating document approvals, and escalating and resolving issues as required by the Aclara.

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Aclara will allocate the following described personnel to the Project to provide appropriate knowledge of the indicated area and the skills to perform the Aclara tasks, and any additionalpersonnel that may be necessary for Aclara to perform its obligations under the implementation work plan.
. Project Manager — Coordinates scheduling and work assignments, assists in requirements and detailed design, resolves issues and serves as daily interface with the System Owner Project Manager
. Subject Matter Experts in relevant areas of the application. Technical resource(s) to complete the integration . Business Analyst(s) familiar with AclaraONE product and integrations . Quality Assurance Testing resource(s). Escalation resource(s) . Training resource(s)

6.0 Key Scoping Parameters and Assumptions
The scope detailed in the previous section is the basis for Aclara project costs and delivery schedule.

Any deviation from these parameters and assumptions may impact project costs and milestone dates. The following assumptions apply to this engagement:
. The Premise ID remains static (the same) even if there is a meter change out, an MTU change out, a Move-in/Move-out, or any combination of these events or any other events. . System Owner will provide remote access for at least 2 connections into their on-premise environments for Aclara to provide the services described in this SOW. Remote access methodology (e. g. LogMeln) should not interfere with normal Aclara networking functionality while connected to System Owner’s server. . Travel to System Owner facilities is not anticipated for this engagement and remote access based joint access will be available for issue resolution purposes. If travel is required, the direct costs of travel will be passed on to System Owner. • Aclara assumes data in System Owner’s systems do not require any data cleanup. Any data cleanup will be System Owner’s responsibility. Aclara will notify System Owner of bad data when Aclara experiences data issues. If data clean up causes a delay in the project, it may result in a change order with cost.
• Webinar based 3-hour session for training included. If additional training is required, the request will be scoped out with a change order.

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Exhibit A — Software Acceptance Document (Example)
AcIora
AcIaraONE VersionX
Software Acceptance Document
Prepared for: System Owner
Month DD,YYYY
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This document and any attachments hereto may contain information that is privileged, confidential or proprietary. Any review, dissemination or use of this document or its contents by persons other than authorized employees of the intended organization is strictly prohibited.

OVERVIEW
Software Acceptance will allow the System Owner to verify delivery of the AclaraONE software. Execution of the functionality described in this document is in support of Acceptance of the software. Aclara will provide supportfor System Owner Software Acceptance by hosting a one-hour webinar walkthrough of this document.

Pre-requisites to beginning System Acceptance Testing are as follows:

1. AclaraONE in Production with DCU backhaul pointed to AclaraONE

2. AclaraONE Training Complete

ACLARAONE

APPLICATION LOGIN
Application Login Launch the AclaraONE site Event Summary Dashboard is displayed by default. https://portal.aclara.one
Login with your AclaraONE
credentials

MENUS AND NAVIGATION
Description Activity Expected Results
Applications menu The Applications menu will The following options are displayed. beexpandedbydefault • MDMupon login in. • Administration • Billing Management (optional, included only
when VEE is in scope)
• Reporting
• Aclara RFTM water
MDM submenu From the Applications menu The following menu items are displayed. tab • Account Search
click on MDM. • Total Consumption
• Events — Event List — Event Trends
• Event Summary Dashboard
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Administration From the Applications menu The following sub-menu items are available. submenu tab • Report Group Management
Click on Administration. • Resource Security
• Event Management• Users
Billing Management From the Applications menu The following sub-menu items are available. submenu (optional, tab • Validate, Estimate, and Edit Reads included only when VEE
Click on Billing Management • VEE Manual Editing
Is in scope)
Reporting submenu From the Applications menu The following sub-menu items are available. tab • Usage HistoryReport
Click on Reporting • Meter Issues Report
Aclara RPM water From the Applications menu The following sub-menu items are available. submenu tab click on Water RF. • Equipment
0 DCUs
0 MTUs
0 RDDs (present whether or not RDDs
included in scope)
0 Installations
• Administration
0 Audit Log
0 ZoneScan Global Settings (optional,
. included only when ZoneScan is in scope) . _iT:__ : 0 ZoneScan Readings Status (optional, . .
included only when ZoneScan is in scope)
..
0 ZoneScan.net (optional, included only
: • when ZoneScan is in scope)
., . • Communication
, o Firmware Status
.
o DCU Firmware Management
o MTU Firmware Management
o Communication Status
, o Communication Management
Help Menu Click the Help link on the View Help and/or Ask on AclaraConnect options upper right corner of the available.
screen.

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Attachment 2
To
Statement of Work
Implementation Payment Milestone Schedule
AcIaraONE Setup/Integrations Fees (One-Time)
D. Project Milestones —Total AclaraONE -MDM -SaaS Implementation — RF fees - $16,406.25
Milestone Item # Milestone % Payment $
2 Project Kickoff Meeting NS-MSSW-W-RF 50% $8,203.13
Complete
4 Conduct Project Training NS-MSSW-W-RF 50% $8,203.12
TOTAL 100% $16,406.25
B. Project Milestones —Total AclaraONE -Unified HE -SaaS Implementation fees -$21,000.00 : Milestone Item # Milestone % Payment $
2 Project Kickoff Meeting NS-MSSW-W-RF 50% $10,500.00
Complete .. —-- -f-- Conduct Project Training NS-MSSW-W-RF 50% $10,500.00 — TOTAL 100% $21,000.00 C. Project Milestones — Total Software Custom — Additional SQL Server fees - $8,440.00 — Milestone Item # Milestone % Payment $ 2 Project Kickoff Meeting NS-MSSW-W-RF 50% $4,220.00
Complete
—-
Read-Only SQL Server NS-MSSW-W-RF 50% $4,220.00 — TOTAL 100% $8,440.00 D. Project Milestones — Total Software Custom — Additional lnterface-AclaraONE Active Meters Export fees - $3,440.00
: Milestone Item # Milestone % Payment $
2 Project Kickoff Meeting NS-MSSW-W-RF 50% $1,720.00 — Complete 4 Conduct Project Training NS-MSSW-W-RF 50% $1,720.00
TOTAL 100% $3,440.00
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Attachment 3
To
Statement of Work
Change Order Procedure
Any change to a Statement of Work must be agreed upon in writing by both parties. The following procedure (whether requested by the System Owner or Aclara) will be used to control all changes. All Requests for Change (“RFC”) to the applicable Statement of Work must be made in writing and shall be submitted by the appropriate Project Manager. Each request should contain the following information:
. The requested change. The impact, if any, on the existing work product • Estimated impact, if any, on Project schedule
• Estimated change, if any, in Services fee
The Project Manager shall review and accept or reject the RFC. If rejected, the RFC shall be returned to the submitting party with written reasons for rejection and, as appropriate, any alternatives. All approved RFC’s will be incorporated into the Change Order to this Statement of Work. Aclara will not perform any Services outside of the Statement of Work until the RFC has been signed by both parties.

1. Describe the requested change:2. Define the impact, if any, on existing work product:

3. Define additional work product required as a result of the requested change, if any:

4. Define the impact, if any, to the existing Project Schedule. Provide an updated Project Schedule, if appropriate:

5. Provide an updated work product and payment schedule, if appropriate:

Accepted By:

Aclara Technologies LLC (Aclara)
Accepted By:

System Owner (System Owner)
By: SAMPLEPrint Name: SAMPLE
Title: SAMPLE
Date: SAMPLE
By: SAMPLEPrint Name: SAMPLE
Title: SAMPLE
Date: SAMPLE
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EXHIBIT B
FEES

LEVEL OF MAINTENANCE SERVICES SELECTED
City of Beverly Hills
45 Fcinthill Rnai Beverly Hills (A 9O2lO-ROX
Base $___________________
Premier
$___________________
AclaraONE® MDM ASP ASP
AclaraONE® UHE SaaS ASP

3. Supplemental Services:

Li Aclara Wireless Network (AWN) GB/per yrLi DCU Maintenance LI System Monitoring

4. Customer Designated Contact Information:

Designated Renewal Contact Information
Name
TitleAddress ..

Address
Telephone
Fax
Designated Contact InformationName
TitleAddress
Address
Telephone_
FaxCellular Phone
Email Address
Customer:

Address:
1 . Billing frequency is annually in advance.

2. El If a Purchase Order number is required on Aclara invoices, please check here.

A. Selected Maintenance Level (check one) (Annual First Term Price shown):
$ 15,486.30$ 53,040.00
$
$$
Cellular Phone
Email Address
Designated Contact Information
Name
TitleAddress
Address
Telephone
Fax_________
Cellular Phone
Email Address
Designated Contact Information
Name
_____________________
Title________________________
Address____________________
Address____________________
Telephone___________________
Fax________________________
Cellular Phone____________________________
Email Address ..
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EXHIBIT C-i
Software Services Schedule
(Not Applicable to Profield® Software Solution)

1. Definitions. For the purpose ofthis Exhibit, the following definitions shall apply:

A. “Aclara Holidays” means New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving, Christmas Eve, Christmas Day and New Year’sEve.

B. “Additional Services” means services offered by Aclara for improvements and/or enhancements to the Customer’s System that are not covered by this Agreement, but may be offered and provided at the rates set forth on Schedule 2 hereto.

C. “Classroom Training” means training offered by Aclara at its facility. . . , . D. “Customer Portal” means an electronic gateway to a secure entry point via Aclara’s website 4 .
at www.Aclara.com that allows Aclara customers to log in to an area where they can view . . and download information or request assistance regarding Issues with the System. - E. “Customer Site Trainin2” means Aclara providing its training at the Customer’s facility at -j:-- the then current terms and pricing published on the Aclara Customer Portal. The training . . ,, ..
may be customized to meet the Customer’s needs.
: . . . F. “E-Learning” means on-line training offered by Aclara via the Internet. .

G. “Issue” means a problem with the System identified by the Customer, . .
> which requires a response by Aclara to resolve.

H. “Maintenance Services” means activities to investigate, resolve Issues and correct product bugs arising from the use ofthe Software in a manner consistent with the published specifications and functional requirements defined during implementation.

I. “Patch” means a version ofthe Software that provides an Error Correction to address an urgent need that is outside the schedule ofregularly released Software Revisions or Software Versions.

J. “Renewal Term” means each of one or more consecutive twelve (12)month periods following the Initial twelve (12) month Term ofthis Agreement.

K. “Severity Level” means a designation of the effect of an Issue on the Customer’s use of the System. The Severity of an Issue is initially defined by the Customer and confirmed by Aclara. Until the Issue has been resolved, the Severity Level may be raised or lowered based on Aclara analysis of impact to business. The four Severity Levels are:

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L. “Software Revision” means an update to the released version ofthe Software code which consists ofminor enhancements to existing features and code corrections. Software Revisions are provided and included as a part ofthis Agreement.

M. “Target Response” refers to the period oftime between a Customer’s initial contact with Aclara to report an issue (by phone, email or through the Customer Portal, thereby creating aticket which has been assigned a number for tracking purposes) and Aclara’s initial contactback to Customer to begin investigation ofthe reported Issue.

N. “Training Services” means all training provided by Aclara to the Customer, including but not limited to Classroom Training, E-Leaming Training and Customer-Site Training.

2. Scope
A. Maintenance Services Provided. Aclara shall provide Maintenance Services at the Premier level as designated in Schedule 1 , Level of Maintenance Services Selected. The following areincluded as part ofthis Agreement:
1 . Aclara Software Revisions and Patches. Aclara shall provide Software Revisions and Patches to the Customer as they become available. In support ofsuch SoftwareRevisions and Patches, Aclara shall provide updated user technical documentationreflecting the Software Revisions and Patches as soon as reasonably practicable after the Software Revisions and Patches have been released. Updated user technical documentation that corrects Errors or other minor discrepancies will be provided to Customers when available.

B. Response to Issues. Aclara will provide verbal oi written responses to Issues identified by the Customer in an expeditious manner. Such responses shall be provided in accordance withthe Target Response Times as defined in Schedule 1, Level of Maintenance Services.

C. Service Limitations. The following limitations apply to Maintenance Services under this Agreement.

Software Services and Deliverables Agreement 9.202 1
Severity
Level Description
1 Requires immediate attention— Critical production functionality is not available or a large number of users cannot access the system. Causes a major business impact where service is lost or degraded and no workaround is available,therefore_preventing_operation_ofthe_business. 2 Requires priority attention -Some important production functionality is not available, or a small number of users cannot access the system. Causessignificant business impact where service is lost or degraded and no workaround is available, however the business can continue to operate in a limited fashion. 3 Requires attention —There is a problem or inconvenience. Causes a business impact where there is minimal loss of service and a workaround is available such that the system can continue to operate fully and users are able to continuebusiness operations. 4 There is a problem or issue with no loss ofservice and no business impact.

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1. During Renewal Term, certain follow-up training is provided as outlined in Schedule 1, Levels of Maintenance Services. Additional training is available and may be purchased.

Please contact Aclara Customer Support at 1-800-892-9008 for training requirements and fees.

2. Maintenance Services do not include any problem arising from the use of components manufactured or authorized by anyone other than Aclara as an interface or peripheral tothe Software.

3. Maintenance Services do not include changes in workflow, practices, procedures, or processes that differ from the Software approved specifications.

3. Hosting
A. Aclara will host the ACLARA RF Server Sites in a secure, 24/7 environment according to the terms established below and the terms of the Maintenance Agreement to which this Exhibit D is attached.

B. Aclara will use commercially reasonable efforts to provide a high level of site uptime. It is our goal to provide at least 98% uptime. This means a total of no more thanapproximately 15 hours of unscheduled down time within a month. This goal excludes scheduled maintenance and upgrades, failure caused by the Internet or Licensee software, events of force majeure, or downtime caused by any other factor beyond Aclara’s reasonable control.

C. Aclara will refund up to a percentage (see table below) of the total Hosting Fee for the month if up time performance, with the exclusions noted above, is not met based upon the following table. This table applies to the prime time period only. Downtime is defined as the site being unavailable for customer or staff use.

Average Uptime for the Month Refund ofmonthly fee
97% or better 0%
95%—96.99% 5%
Below95% 10%
D. Aclara will use commercially reasonable efforts to prevent more than 1 hour of continuous down time during prime time (defined as 8AM to 12 AM EST) every day; and to prevent more than 6 hours of continuous down time during non-prime time (defined as the hoursbetween 12:01 AM to 7:59 AM (EST), with the same exclusions as noted above.

E. Generally, Aclara performs all scheduled system maintenance and upgrades during nonprime time or off-peak hours. Aclara will provide Licensee with as much advanced notice ofscheduled downtime as reasonably possible.

F. During any period of downtime of the Private Label Site(s) or any components of more than 30 minutes in duration, Aclara will provide notice to users by posting a web page that indicates that the site is temporarily unavailable due to routine maintenance and to pleasecome back later.

G. Aclara will provide e-mail notice to appropriate Licensee staff if there will be more than thirty (30) minutes down time of the Private Label Site(s) or any components. Notice will include at least a brief description of the reason for the down time and an estimate of thetime when Licensee can expect the site to be up and available.

H. Aclara will provide Licensee access to a client portal that will be used to report issues and review maintenance and upgrade schedule. Licensee agrees to make good faith efforts to Software Services and Deliverables Agreement 9.2021
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notify Aclara in advance whenever unusually heavy traffic is expected because ofpromotions or other factors.

I. Aclara will use commercially reasonable efforts to respond within thirty (30) minutes during prime time hours or within six (6) hours during non-prime time hours to any issue categorized as Severity 1 (as defined herein) that is posted by Licensee through the reporting tool.

J. Aclara will store customer data on mirrored drives and arrange for daily backup daily all customer data, with backup tapes moved to offsite storage regularly.

K. Aclara will use commercially reasonable efforts to ensure that all hardware (including servers, routers, and other related equipment) on which the applications are deployed areattached to backup power systems sufficient to maintain the site’s availability for so longas any power outage could reasonably be expected to occur, based on the experience of Aclara at its deployment location.

L. Aclara agrees to maintain firewall protection and redundant, high speed Internet connections for the Private Label Site(s).

2. Maintenance and Support
A. Standard Maintenance Services
Maintenance includes all new versions, error corrections, enhancements and improvements to the Program functionality licensed to Licensee, as the same are released to Aclara’s Licensees generally. Aclara will provide updates to the application in accordance with the standard release . cycle and will provide release notes to Licensees in advance ofthe release. At Licensee’s request, Aclara will provide technical assistance in identifying and resolving issues with the Program’s failure to conform to its specifications.

B. Ongoing Support Services
1) In the event that the Licensee sends invalid data to Aclara in the data integration, Aclara will notify the Licensee and the Licensee will adjust their data transfer process to correct the issue.
2) Ongoing Release Testing
a. Aclara Service Level Agreement (SLA) applies to the production environment only. SLA on the test environment can be provided at an additional cost.

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LEVELS OF MAINTENANCE SERVICES
Technical Support: Technical Support is available during the hours of 6:30am- 6:00pm Monday-Friday US Central Time, excluding Aclara Holidays and weekends, toll-free at 800-892-9008. 24x7 Technical Support: Technical Support is available between the X business hours of6:3Oam to 6pm US Central Time by accessing the Aclara Customer Portal (or Toll-free at 800-892-9008, faccess to the Customer Portal is not readily available to Customer). On-call technical support is available after 6pm and before 6:30am Central Time 24-hours a day/7 days a week/365 days a year, including Aclara Holidays and weekends. Such afterhours support is providedfor Severity 1 and 2 issues only. NonSeverity 1 or 2 items will be addressed during the standard business_hours_of6.3Oam-6:OOpm_US_Central_Time.

Target Response Time — Severity 1 : Requires immediate attention— <2 hours Criticalproductionfunctionality is not available or a large number ofusers cannot access the system. Causes a major business impactwhere service is lost or degraded and no workaround is available, therefore preventing_operation_ofthe_business.

Target Response Time — Severity 2: Requires priority attention -Some <4 hours importantproductionfiinctionaliry is not available, or a small number ofusers cannot access the system. Causes signifIcant business impact where service is lost or degraded and no workaround is available, however the business can continue to operate in a limitedfashion.

Target Response Time — Severity 3: Requires attention —There is a <6 hours problem or inconvenience. Causes a business impact where there is minimal loss ofservice and a workaround is available such thatthe system can continue to operatefully and users are able to continue business operations.

Target Response Time — Severity 4: There is aprobiem or issue with <1 business day no loss ofservice and no business impact.

Access to Aclara Customer Portal (www.aclara.com): Customer will X receive individual user names/passwords to the Aclara Customer Portal, as well as have access to Issue Management Reportsfor each case generated by Customer.

Follow-up Aclara Classroom Training. Training is available at No Maximum Aclara ‘sfacilities as listed on the Aclara Customer Portal. The Number maximum number ofCustomer ‘s employees attending any of Classes Classroom Training session is three (3).

Aclara Web based E-Learning classes. Certain E-Learning classes are No Cost available as listed on the Aclara Customer Portal to an unlimitednumber ofCustomer employees per course at the prices listed on the Aclara Customer Portal.

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Exhibit C-2
Software Deliverable Support Services Schedule

1. Definitions. For the purposes ofthis Exhibit, the following definitions shall apply:

A. “Aclara Holidays” means New Year’s Day, Dr. Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving, the day after Thanksgiving, Christmas Eve,Christmas Day and New Year’s Eve.

B. “Aclara Technolory System” (or “System” means the system comprised of, in part 1) the Hardware purchased from Aclara by Customer, and 2) the Software licensed by Aclara to Customer under the terms of the Software License Agreement.

C. “Additional Services” means services offered by Aclara for improvements and/or enhancements to the Customer’s System that are not covered by this Agreement, but may be offered and provided at the rates set forth on Schedule 2 hereto.

D. “Classroom Training” means training offered by Aclara at its facility.

E. “Customer Portal” means an electronic gateway to a secure entry point via Aclara’s website at www.Aclara.com that allows Aclara customers to log in to an area where they can view and download information or request assistance regarding Issues with the System.

F. “On-Site Maintenance Services” means Aclara providing Maintenance Services at the Customer’s facility at the then current rates stated in Schedule 2, Time and Material Rates, attached hereto.

G. “Custom Enhancement” means any improvement, modification or addition that, when made or added to the Software or Third Party Licensed Software, changes its utility, efficiency, functionalcapability or application. Custom Enhancements are not included as part ofthis Agreement.

H. “Customer Site Training” means Aclara providing its training at the Customer’s facility at the then current terms and pricing published on the Aclara Customer Portal. The training may be customized to meet the Customer’s needs.

I. “Delivery” means, in the case of Software provided hereunder (and as applicable), (i) the remote installation ofthe Software by Aclara on the Customer-provided Designated Equipment; or (ii) delivery ofthe Designated Equipment provided by Aclara on which the Software is installed; or (iii) the loading ofthe software to an FTP site for Customer’s availability to download.“Delivery” means, in the case of Services provided hereunder, the periodic performance ofsuch Services as described herein.

J. “Error” means any failure of Software to conform in all material respects to the requirements of this Agreement or Aclara’s published specifications. Any nonconformity resulting from Customer’s misuse, improper use, alteration or damage ofthe Software, the combination ofthe Software with any hardware or software not supplied by or authorized by Aclara, or any other condition beyond the control of Aclara, shall not be considered an Error.

K. “Error Correction” means either a modification or addition that, when made or added to the Software, brings the Software into material conformity with the published specifications, or a procedure or routine that, when observed in the regular operation ofthe Software, avoids the practical adverse effect of such nonconformity.

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L. “E-Learning” means on-line training offered by Aclara via the Internet.M. “Hardware” means the equipment supplied by Aclara which may include the Substation Communication Equipment (SCE), Remote Communications Equipment (RCE), Test Equipment, Meter Transmission Unit (MTU), Data Collection Unit (DCU) and MTU programmer.

N. “Issue” means a problem with the System identified by the Customer, which requires a response by Aclara to resolve.

0. “Maintenance Services” means activities to investigate, resolve Issues andcorrect product bugs arising from the use ofthe Software in a manner consistent with the published specifications and functional requirements defined during implementation.

P. “Patch” means a version ofthe Software that provides an Error Correction to address an urgent need that is outside the schedule ofregularly released Software Revisions or Software Versions.

Q. “Renewal Term” means each of one or more consecutive twelve (12) month periods following the Initial twelve (12) month Term ofthis Agreement.

R. “Severity Level” means a designation ofthe effect of an Issue on the Customer’s use ofthe System. The Severity of an Issue is initially defined by the Customer and confirmed by Aclara. Until the Issue has been resolved, the Severity Level may be raised or lowered based on Aclara analysis of impact to business. The four Severity Levels are:

Severity
Level Description
1 Requires immediate attention— Critical production functionality is not available or a large number of users cannot access the system. Causes a major businessimpact where service is lost or degraded and no workaround is available,therefore preventing operation of the business. 2 Requires priority attention -Some important production functionality is not available, or a small number of users cannot access the system. Causessignificant business impact where service is lost or degraded and no workaroundis available, however the business can continue to operate in a limited fashion. 3 Requires attention —There is a problem or inconvenience. Causes a business impact where there is minimal loss of service and a workaround is available suchthat the system can continue to operate fully and users are able to continue business operations.
4 There is a problem or issue with no loss of service and no business impact.

S. “Software Version” means the base or core version ofthe Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. Software Versions are not provided or included as part ofthis Agreement.

T. “Software Revision” means an update to the released version ofthe Software code which consists of minor enhancements to existing features and code corrections. Software Revisions are provided and included as a part ofthis Agreement.
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U. “Target Response” refers to the period oftime between a Customer’s initial contact with Aclara to report an issue (by phone, email or through the Customer Portal, thereby creating a ticket which has been assigned a number for tracking purposes) and Aclara’s initial contact back to Customer to begin investigation ofthe reported Issue.

V. “Third Party Licensed Software” shall have the meaning as it is defined in Aftachment A.W. “Training Services” means all training provided by Aclara to the Customer, including but not limited to Classroom Training, E-Learning Training and Customer-Site Training.

2. Scope
A. Software Maintenance. The Software maintained under this Schedule shall be the Software set forth in Attachment A as a Software Deliverable. Any additional Software Deliverablesfor which a license is obtained by the Customer from Aclara shall be governed by this Schedule and the pricing for Maintenance Services adjusted accordingly.

B. Levels of Maintenance Services. Two (2) Levels of Maintenance are available to Customer under this Agreement. Each level is identified and described in Schedule 1, Levels of Maintenance Services attached hereto and made a part hereof. Customer may, at its option, change the Level of Maintenance for any subsequent Renewal Term, provided Customergives Aclara written notice ofthe requested change no less than thirty (30) days prior to the end of the Initial Term or then current Renewal Term.

C. Maintenance Services Provided. Aclara shall provide Maintenance Services at the level selected by the Customer as designated in Schedule 1 , Level of Maintenance Services Selected. The following are included as part ofthis Agreement:
1 . Aclara Software Revisions and Patches. Aclara shall provide Software Revisions and Patches to the Customer as they become available. In support ofsuch SoftwareRevisions and Patches, Aclara shall provide updated user technical documentationreflecting the Software Revisions and Patches as soon as reasonably practicable after the Software Revisions and Patches have been released. Updated user technical documentation that corrects Errors or other minor discrepancies will be provided to Customers when available.

2. Third Party Software Revisions. At the option of Aclara, periodic Software Revisions of the Third Party Licensed Software will be provided by Aclara without further charge provided the following conditions are met: (i) the Software Revision corrects amalfunction in the Third Party Software that affects the operation of the Software; and (ii) the Software Revision has, in the opinion of Aclara, corrected malfunctions identifiedin the Aclara Technology System and has not created any additional malfunctions; and (iii) the Software Revision is available to Aclara. Customer is responsible for obtaining and installing the Software Revision ifthe Third Party Software was not licensed toCustomer by or through Aclara. Software Revisions to Third Party Licensed Software provided by Aclara are specifically limited to the Third Party Software identified and set forth in the Software License Agreement. Any associated Hardware or Hardware modifications required to support revisions of Third Party Software are not includedunder the terms of this Agreement.

D. Response to Issues. Aclara will provide verbal or written responses to Issues identified by the Customer in an expeditious manner. Such responses shall be provided in accordance withthe Target Response Times as defined in Schedule 1, Level of Maintenance Services.

E. Service Limitations. The following limitations apply to Maintenance Services under this Agreement.

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1 . New Software Versions are not included as a part of this Agreement. Such Software Versions will be offered to Customer for additional fees and costs.

2. Services requested by Customer for assistance with installation or implementation of Software Revisions and Patches are not included in this Agreement, but are offered to the Customer on a time and materials basis at the rates stated in Schedule 2 hereto.

3. System administration, database maintenance and recovery, server malfunctions, database backup processes, management and training services, master station computerequipment repair are not included as part ofthis Agreement.

4. Maintenance services shall be limited to the latest Software Revision within the last two (2) years in accordance with Section 3 .E below. All code changes, Enhancements or fixes will be incorporated into the latest Software Revision or a future Software Revision. Aclara has no obligation to make code changes, Enhancements or fixes to previous Software Revisions.

5. Maintenance Services do not include costs incurred by Aclara while investigating problems that are the result of Customer’s negligence, misuse, or unauthorized application, alteration, or modification of the Software, Hardware, or interfaces to the equipment configuration, which shall be invoiced to Customer on a time-and-material basis at Aclara’s then current published rates. The current rates are set forth on Schedule . B hereto.
.

6. Services offered outside ofMaintenance Services as noted in Schedule C-3, Supplemental Services attached hereto are not included in this Agreement. Such additional services are available and may be provided upon Customer’s request at the . ..
fixed price established on Schedule C, and ifno fixed price is established, in accordance .. with the terms and rates provided in Schedule B hereto. . . ,.. .

7. During Renewal Term, certain follow-up training is provided as outlined in Schedule 1, .

Levels of Maintenance Services. Additional training is available and may be purchased. ‘. . ‘ . . S. • . Please contact Aclara Customer Support at 1 -800-892-9008 for training requirements and fees.

8. Aclara shall consider and evaluate the development ofCustom Enhancements for the specific use of Customer and shall respond to Customer’s requests for Custom Enhancements or other additional services pertaining to the Software. Such Custom Enhancements or additional services shall be subject to a separate charge in accordancewith Aclara’s then in effect rates. The current rates are listed on Schedule 2 hereto.

9. Maintenance Services do not include any problem arising from the use of components manufactured or authorized by anyone other than Aclara as an interface or peripheral tothe Software.

10. Maintenance Services do not include any problem resulting from the combination of the Software with such other programming or equipment unless such combination has been approved by Aclara.

11. Maintenance Services do not include any problem caused by changes to other software (including releases and patches), interfaces or systems connected to the Software Software Services and Deliverables Agreement 9.202 1 Page 51 of 62 B0785-0001/2933083v1
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including but not limited to changes of operating systems database servers, web servers,and communications software.

12. Maintenance Services do not include changes in workflow, practices, procedures, or processes that differ from the Software approved specifications.

13. Customer specific testing and reimplementation of Custom Enhancements are not part of this Agreement.

Customer will be responsible to pay Aclara for time or other resources provided by Aclara to diagnose or attempt to correct any ofthe items set forth above in this Section 2.F., at Aclara’s then current time and material rates. If Aclara incurs expense in servicing claims which are later shown to result from any of the above activities, Customer shall pay Aclara the costs associated with the performance ofsuch service.Aclara’s time and material rates are attached hereto as Schedule 2. Aclara, in its sole discretion, may change these rates from time to time with thirty (30) days advance notice to Customer.3. Customer Responsibilities A. Backups. Customer shall maintain a current backup copy of all Software and databases. Customer shall perform regular daily backups ofits data, and weekly backups of its entire system maintained under this Agreement.

B. Notification oflssues•
During the hours between 6:30 a.m. and 6:00 p.m. Central Time on Monday through Friday, excluding Aclara Holidays:

1. Customer shall provide Aclara with timely notification of any new System issues by one ofthree methods:
b. By entering the problem on the Aclara Customer Portal (See Note 1 below); C. Contacting Aclara Customer Support at 1-800-892-9008; or d. Emailing the problem to support(ac1ara.com
Note 1 : Customer’s utilization of the Aclara Customer Portal is the preferred method for Issue notifications.

2. Premier Level. Selection ofthe Premier level ofservices provides technical support for Severity 1 and 2 issues, 24 hours per day; seven (7) days per week; 365 days per year. All Severity 1 and 2 notifications submitted between the hours of 6:00 p.m. and 6:30 a.m. Central Time (Monday through Friday, Weekends and Aclara Holidays) must be submitted through the Aclara Customer Portal. If Customer cannot readily access the Aclara Customer Portal, Customer maycontact Aclara at the “800” number listed above. Premier Level Customers will receive priority treatment over Base Level Customer when resources are allocated to competing, same-priority issues.

3. Base Level. Selection ofthe Base level of services ensures tickets will be processed on the next business day within the normal business hours (6:00 p.m. and 6:30 a.m. Central Time) noted on Schedule 1, Levels of Maintenance Service. If an emergency arises, Aclara does offer support for Software Services and Deliverables Agreement 9.2021 Page 52 of 62 B0785-0001/2933083v1
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Issues arising during other than normal business hours at the Time and Material Rates set forth in Schedule B hereto.

C. Technical Staff. Customer shall be responsible for maintaining sufficient suitably trained technical staffto operate and maintain the System on a day-to-day basis, including backing up the Softwareand report handling. Aclara training for designated contacts shall be made available to Customer.

D. Support for Problem Investigation. Customer shall support all reasonable requests by Aclara as may be required in problem investigation and resolution. For troubleshooting purposes, Aclara mayneed remote system access to Customer’s system.

E. Maintain Current Software Revision. Customer shall install new revisions of defined Software in the production environment within two (2) years of receipt ofthe Software Revision. Customer shall maintain the required version ofthe Third Party Licensed Software, if applicable, specified by Aclara for each released Software Revision provided. Aclara Error Corrections will be provided on Aclara’s latest release ofthe Software Revision.

F. Additional Requirements. Customer is responsible for procuring, installing and maintaining all equipment, telephone lines, communications interfaces, and other hardware necessary to operate the Software and obtain Maintenance Services from Aclara.

G. Designation of Point of Contact. Customer shall assign an individual or individuals to serve as the designated contact(s) for all communication with Aclara during Issue investigation and resolution.

H. Discovery of Errors. Upon discovery of an Error, Customer agrees, ifrequested by Aclara, to submit to Aclara a listing of output and any other data that Aclara may require in order to reproduce the Error and the operating conditions under which the Error occurred or was discovered.

I. Test Environment. If Customer elects to purchase a test environment, Customer should maintain a test copy ofthe Program and a separate test data base (other than Customer’s production database) and shall test all new Software Revisions, Patches, Custom Enhancements, hotfixes and ErrorCorrections before integrating them into system productions.

J. Technical Infrastructure Management. Customer shall manage hardware, software, network, storage, database, and peripheral devices for optimal operating performance and availability as required by end users.

K. Proactive Monitoring. Unless Customer elects to purchase the Supplemental Service “AMI Advanced System Monitoring Service” set forth in Exhibit C-3, Customer shall regularly monitorthe hardware, software and infrastructure that support the Software application. Customer shall define system (OS/Oracle) level event logging, notification and escalation procedures, and detect and react to events. Customer shall regularly monitor event logs, server logs, and other debuginformation generated by the application to proactively identify problems.

L. Acceptance. On or before ten (10) business days after Aclara’s release of a new Custom Enhancement, hotfix or Error Correction that Aclara issues in response to an Error Report, Customer shall test and notify Aclara ifthere are any problems that need further resolution, or if Customer accepts the solution, Customer shall send such notification to Aclara’s e-mail support address. If Aclara receives neither a request for further assistance nor an acceptance ofthe solution, the solution will be deemed accepted by Customer, and Aclara will have no further obligation tomaintain the Software in its earlier form or version. Problems arising from the aforementioned items requiring further resolution will be included as part ofthis Agreement.

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DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly HillsM. Routine System Management. Customer shall monitor the system logs and database and perform routine system and database management to ensure proper system operation.

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SCHEDULE 1

LEVELS OF MAINTENANCE SERVICES
Base Premier
Technical Support: Technical Support is available during the hours of X 6:30am- 600pm Monday-Friday US Central Time, excluding
Aclara Holidays_and weekends,_toll-free_at 800-892-9008. 24x7 Technical Support: Technical Support is available between the X business hours of6.3Oam to 6pm US Central Time by accessing the Aclara Customer Portal (or Toll-free at 800-892-9008, f access to the Customer Portal is not readily available to Customer). On-call technical support is available after 6pm and before 630am Central Time 24-hours a day/7 days a week/365 days a year including Aclara Holidays and weekends. Such after hours support is providedfor Severity 1 and 2 issues only. Non Severity 1 or 2 items will be addressed during the standard business_hours_of6.3Oam-6.OOpm_US_Central_Time.

Target Response Time — Severity 1 : Requires immediate attention— <4 hours <2 hours Criticalproductionfimctionality is not available or a large number ofusers cannot access the system. Causes a major business impact where service is lost or degraded and no workaround is available, therefore preventing operation ofthe business.

Target Response Time — Severity 2: Requires priority attention -Some <1 day <4 hours importantproductionfiinctionaliry is not available, or a small number ofusers cannot access the system. Causes signfIcantbusiness impact where service is lost or degraded and noworkaround is available, however the business can continue to operate_in_a_limitedfashion.

Target Response Time — Severity 3: Requires attention —There is a <2 days <6 hours problem or inconvenience. Causes a business impact where there is minimal loss ofservice and a workaround is available such that the system can continue to operateflilly and users are able to continue business_operations.

Target Response Time — Severity 4: There is aproblem or issue with <3 business <1 business day no loss ofservice and no business impact. days
Access to Aclara Customer Portal (www.aclara.com): Customer will X X receive individual usernames/passwords to the Aclara Customer Portal as well as have access to Issue Management Reportsfor each case generated by Customer.

Follow-up Aclara Classroom Training. Training is available at Aclara List No Maximum Aclara ‘sfacilities as listed on the Aclara Customer Portal. The Price Number maximum number ofCustomer ‘s employees attending any of Classes Classroom Training session is three (3).

Aclara Web based E-Learning classes. Certain E-Learning classes are Aclara List No Cost available as listed on the Aclara Customer Portal to an unlimited Pricenumber ofCustomer employees per course at the prices listed on the Aclara_Customer Portal.

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SCHEDULE 2

TIME AND MATERIAL RATES
Additional Services may be provided at the Customer’s request in accordance with the following Time and Material Rates (hereinafter referred to as “Rates”5).

Rates:

1. The following Rate categories have been defined for Aclara technical staff:

Professional Services Staff Hourly Rate Off-hours hourly rate Sr. Technical Advisor $250 $375
Program Manager $300 $450
Product Manager $300 $450
Project Manager $250 $375
Field Supervisor $180 $270
Sr. Systems Engineer/Sr. QA $250 $375Sr. Business Analyst $250 $300 DBA/Application Consultant $200 $300
Systems Engineer/QA/Ul $200 $300

2. Rate Adjustments.

The above hourly rates are in U.S. Dollars and are subject to annual adjustment up to five percent (5%).

3. Service Charges.

A. Services will be charged at the applicable Rates as follows:
1) Standard Hourly Rates will apply to all service hours expended that do not exceed eight (8) consecutive hours during Aclara’s normal business hours of 6:30 a.m. -6:00 p.m. Central Time, Monday through Friday, excluding Aclara Holidays.
2) Off-Hours Hourly Rates will apply to all service-hours expended beyond eight (8) consecutive hours during Aclara’s normal business hours of 6:30 a.m. — 6:00 p.m. Central Time, Monday through Friday excluding Aclara Holidays.

B. If Aclara is requested to travel to the Customer’s site to provide Services, the costs and expenses associated with such travel will be borne by Customer and invoiced as set forth below.
5Rates exclude any applicable taxes and the like.

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1) Travel Expenses: Unless otherwise mutually agreed, Aclara’s travel expenses for On-Site Services shall include, but are not limited to airfare, lodging, meals, automobile rental, fuel, parking and associated administration fees, and will becharged to Customer on an actual basis. 2) Portal to Portal Invoices: Travel time for On-Site Maintenance Services will be invoiced to Customer on a portal-to-portal basis at Aclara’s On-Call Hourly Rates.

4. Pre-Purchased Support Hours
A. Pre-purchased software support hours are a block of hours intended to cover Software issues that are not covered under this Agreement, thereby allowing the Customer added flexibility to utilize Aclara’s services without generating a Change Order. Should Customer request services which are not included in this Agreement and desire to utilize the pre-purchased hours, Aclara shall provide the Customer with an estimated number of hours required to resolve such request. The Customer may then advise Aclara either to stop working, sign and fund a Change Order, or use the pre-purchased support hours to resolve the request. Aclara reserves the right to decline the Customer’s request, depending on the nature ofthe request.

B. Pre-purchased support hours may be purchased at any time during the term ofthis Agreement. Pre-purchased support hours expire upon termination ofthis Agreement orwithin one year after purchase (regardless of use), whichever occurs first.

C. Pre-purchased software support hours are offered in the following increments and volume discounts:
40 hours Hourly Rates listed in Section 1 above.
80 hours 5% discount
120 hours 10% discount
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Exhibit C-3
Supplemental Services

1. AMI System Monitoring Service
A. Tiered Annual Fees:

Tier 1 (Less than 1,000 endpoints) $ 2,000.00Tier 2 (1,001 to 10,000 endpoints) $ 4,000.00 + $.22 per endpoint over 1,001 Tier 3 (10,001 to 25,000 endpoints) $ 6,000.00 + $. 13 per endpoint over 10,001Tier 4 (25,001 to 50,000 endpoints) $ 8,000.00 + $.08 per endpoint over 25,001Tier 5 (50,001 to 100,000 endpoints) $10,000.00 + $05 per endpoint over 50,001 Tier 6 (Greater thanl00,000 endpoints) Please contact Aclara for pricing B. Aclara’s AMI System Monitoring service is designed to monitor end to end data transfer from meter/MTU’s to and from DCU’s to the head-end software, and provide health status of your AMI system to minimize system downtime. Aclara will deliver a weekly diagnostic report that will identify issues which could affect the successful operation of your Aclara AMI system. The major components ofthe system that will be analyzed include:
. Head-end software. Data Collector Units (DCU). Meter Transmitting Units (MTU) . Field programmers
C. Aclara’s proactive approach is to look for any condition out ofthe ordinary and will result in an immediate issue of a troubleshooting ticket and/or field work order based on the nature and severity ofthe condition. Example diagnostics include:. Battery voltage loss . Reading reception loss. File processing errors
D. Customers will be notified about the issues found, the recommended steps to solve the problem, and the path for any required escalation. Aclara will provide:
. A snapshot ofthe AMI system’s health. Generation of incident tickets, investigation and if needed, scheduling of work orders• Notification that the issue has been resolved and confirmation that the STAR system is operating within established normal parameters
E. The AMI System Monitoring Service requires that Aclara be allowed the following access and functionality:
• Install the required tracking scripts on Customer’s head-end system• Necessary data must be allowed to be passed from Customer’s head-end system to Aclara for analysis
• Aclara must have reliable remote connectivity to Customer’s System Software Services and Deliverables Agreement 9.2021 Page 58 of 62 B0785-0001/2933083v1
DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly Hills2. AMI Advanced System Monitoring Service A. AnnualFee:
. Pricing available upon request
B. Aclara’s AMI Advanced System Monitoring service is a near real-time interactive tool designed to monitor end to end data transfer from meter/MTU’s to and from DCU’s to the head-end software, and provide health status of your AM! system to minimize system downtime. Aclara will enable an interactive dashboard you can access at any time both for viewing summary reports and drilling down into specific details, and also deliver a weekly summary report. Additionally, Aclara will schedule and execute a monthly review call with designated Customer resources toreview the state and performance of the network since the last review.

C. The major components ofthe system that will be analyzed include:
. Head-end software. Data Collector Units. Meter Transmitting Units . Field programmers
D. Not only will the interactive tool and access be made available, but Aclara will proactively monitor your network looking for any condition out ofthe ordinary. Such conditions will result in an immediate issue of a troubleshooting ticket and/or field work order based on the nature and severity ofthe condition. Example diagnostics include:
. Battery voltage loss. Reading reception loss
. File processing errors
E. Customers will be notified about the issues found, recommended steps to solve the problem, and the path for any required escalation. Aclara will provide:
. A snapshot ofthe AMI system’s health. Generation of incident tickets, investigation and if needed, scheduling of work orders. Notification that the issue has been resolved and confirmation that the STAR system is operating within established normal parameters
F. The AMI Advanced System Monitoring Service requires that Aclara be allowed the following access and functionality:
• Install the required tracking scripts on Customer’s head-end system • Necessary data must be allowed to be passed from Customer’s head-end system to Aclara for analysis
• Aclara must have reliable remote connectivity to Customer’s System • Identified Customer resources and regularly scheduled monthly review session Software Services and Deliverables Agreement 9.2021 Page 59 of 62 B0785-0001/2933083v1
DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly Hills

3. AM! DCU Maintenance Service
A. Tiered Annual Fees:

DCU DCU
Tier (Low End) (High End) Price I DCUTier 1 1 15 $ 550.00 Tier2 16 30 $ 500.00
Tier3 31 50 $ 450.00
Tier 4 50 1000 Call for Pricing
In addition to the above unit prices, Customer shall also be responsible for any associated rental equipment and delivery costs to access the DCU.

B. Aclara’s AMI DCU Maintenance service is designed to provide for the on-site repair of any DCU that fails under normal operation after expiration of the standard DCU Warranty. The Service covers all electronics including the Aclara provided WAN module and solar cell, but excludes the mounting frame, mounting hardware, and battery.

C. The Service does not include maintenance or repairs attributable to the unauthorized attempt by Customer or any unauthorized person other than an authorized Aclara representative to repair or maintain a DCU. Maintenance or repairs resulting from casualty, catastrophe, extreme weather conditions or natural disaster (including lightening damage), accident, vandalism, civil unrest, war, misuse, neglect or negligence of Customer, or causes external to the DCU such as, but not limited to, failed or faulty electrical power, communication failure resulting from cell or other WANnetwork service interruption or any causes other than ordinary use. Maintenance or repairs to attachments or to any other devices not originally a part of the DCU and added without the prior written approval of Aclara. Repairs resulting from unauthorized changes, modifications or alterations of or to the DCU are not covered under this Agreement.

D. Upon notification from Customer ofDCU failure, Aclara will diagnose the DCU. Ifa failure occurs to a DCU covered under the Agreement, the unit will be repaired or replaced, at Aclara’s option, atno additional cost to Customer. If the Customer has entered into a System Monitoring agreement with Aclara, Aclara will normally identify the problem as part of its System Monitoring and will take the necessary steps to resolve the problem. The Customer is responsible for arranging accessto DCU sites before Aclara can take action.

E. Customer’s electing the Aclara AMI DCU Maintenance Service must purchase the service for all DCUs in the AMI network; Aclara AMI DCU Maintenance Service may not be purchased on an individual, case-by-case basis.

Software Services and Deliverables Agreement 9.2021 Page 60 of 62 B0785-0001/2933083v1
DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly Hills

4. AMI DCU Preventative Maintenance Service
A. Tiered Annual Fees:
. Tier 1 (Less than 1 5 DCUs) $ 800.00 per DCU per year. Tier 2 (16 to 30 DCUs) $ 750.00 per DCU per year . Tier 3 (3 1 to 50 DCUs) $ 700.00 per DCU per year. Tier 4 (Greater than 50 DCUs) Please contact Aclara for pricing In addition to the above unit prices, Customer shall also be responsible for any associated rental equipment and delivery costs to access the DCU either during a covered repair or a preventative visit.

B. Aclara’s AMI DCU Preventative Maintenance service is designed to provide for the on-site repair of any DCU that fails under normal operation after expiration of the standard DCU Warranty, as well as provide periodic on-site maintenance and inspection of all DCUs in a covered deployment (at 5 year intervals from installation).

C. The service covers all electronics including the Aclara provided WAN module and solar cell, but excludes the mounting frame, mounting hardware and battery — excepting the periodic preventative inspection as listed below.

D. Beyond break/fix as above, this Service encompasses the following preventative maintenance service:
1 . At year 5 after installation (and again at year 10 ifthe coverage is maintained uninterrupted) Aclara will visit all DCUs and perform the following service at each DCU:
. Document and confirm each DCU’s configuration. Replace the DCU backup battery . Inspect and replace where needed: antennas, antenna cables, and solar panels. Inspect mounting hardware: replace as needed (hardware costs are not covered, will be charged on a time and materials basis)
. Clean and adjust chassis and solar panel
. Install all outstanding DCU firmware updates and patches. Confirm proper DCU functionality after maintenance is completedIssues beyond the above maintenance items will be escalated to the Utility and Aclara Support for proper resolution
E. The Service does not include maintenance or repairs attributable to the unauthorized attempt by Customer or any unauthorized person other than an authorized Aclara representative to repair or maintain a DCU. Maintenance or repairs resulting from casualty, catastrophe, extreme weather conditions or natural disaster (including lightening damage), accident, vandalism, civil unrest, war,misuse, neglect or negligence of Customer, or causes external to the DCU such as, but not limitedto, failed or faulty electrical power, communication failure resulting from cell or other WANnetwork service interruption or any causes other than ordinary use. Maintenance or repairs to attachments or to any other devices not originally a part of the DCU and added without the prior Software Services and Deliverables Agreement 9.202 1 Page 61 of 62 B0785-0001/2933083v1
DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly Hills
written approval of Aclara. Repairs resulting from unauthorized changes, modifications or alterations of or to the DCU are not covered under this Agreement.

F. Customer’s electing the Aclara AMI DCU Preventative Maintenance Service must purchase the service for all DCUs purchased by Customer; Aclara AMI DCU Preventative Maintenance Service may not be purchased on an individual, case-by-case basis and must be maintained uninterrupted from year 2 after DCU installation to be eligible for the 5 year and 10 year inspections.

5. Additional Data Retention Service-RESERVED
Software Services and Deliverables Agreement 9.2021 Page 62 of 62 B0785-0001/2933083v1
DocuSign Envelope ID: C53C3B01-F821-47FC-B4CB-9B5403EBD428 Quotation
Ada ro Quote #: Created Date:

Expiration Date:

Q-28864-1
7/6/2023 3:11 PM9/29/2023
Aclara
77 West Port Plaza, Suite 500
St. Louis, MO 63146
US
Phone: (800) 297-2728
Bill To
Vince Damasse
(310) 285-2491
vdamassebeverlyhills.org
End Customer
Beverly Hills, City of (CA)
Prepared By Phone EMAIL PAYMENT METHOD
J.D. McQuiston jmcquistonhubbeIl.com Net 30
AcIaraONE Annual Fee
Product Description Part No. Qty Net Unit Price Extended Price AcIaraONE -MDM -SaaS ASP SW-3020A 11,170 USD 15,486.30 USD 15,486.30 Implementation Fees (One-Time)
Product Description Part No. Qty Net Unit Price Extended Price AcIaraONE -MDM -SaaS Implementation - RF SW-3022H 1.00 USD 37,406.25 USD 37,406.25 f Sub-Total I USD 52,892.55
Total
1 ......, I USD 52,892.55
Notes

DocuSign Envelope ID: C53C3B01-F821 -47FC-B4CB-9B5403EBD428

TERMS & CONDITIONS
General Note:

This Proposal/Quotation is based upon the terms and conditions set forth in the Aclara Standard Terms and Conditions of Sales for Equipment and certain services that are available on Aclara’s website at:
http://www.aclara.com/terms-and-conditions/
I . ADDITIONAL TERMS:

Each Line Item will be shipped within the number of weeks staged after receipt of an acceptable order.

2. This quotation is based upon receipt and acceptance of an order by the earlier of the Expiration Date in the upper right or 60-days after the Proposal Date contained herein.

3. Seller shall deliver Equipmentto Buyer FCA Seller’s Facility or warehouse (Incoterms 2010.) Seller will arrange freight on Buyer’s behalf.

4. Buyer shall pay Seller’s standard Material Handling charges.

5. Sales tax will be charged unless the customer provides/has provided a valid Sales Tax Exemption or Reseller certificate.

6. Total Extended price shown excludes any applicable Sales Tax.7. Software subject to 5% annual escalation starting year 2

8. AclaraONE configuration based on total system size as shown above. Final AclaraONE configuration will be determined by working in conjunction with IT staff at the beginning of each contract year and pricing adjusted accordingly for that year. If optional software isselected, a Software License Agreement amendment will be required.

9. IF BUYER ACCEPTS THIS QUOTE AND WILL ISSUE ACLARA A SEPARATE PURCHASE ORDER BASED THEREON, DO NOT RETURN A SIGNED COPY OF THIS QUOTE.

RETURNING BOTH A SIGNED QUOTE AND SEPARATE PURCHASE ORDER WILL RESULT IN THE BUYER BEING BILLED FOR TWO ORDERS.

To place an order, please send a signed copy of your Purchase Order referencing this quotation to [email protected]
or simply reply to your sales rep via email with the fully executed P0 attached.

If there is no Purchase Order, enter N/A in P0 Number, your signature, and your Ship To Street Address (P.O. Box not allowed) to acknowledge that this quote form will be used in lieu of PC.

Signature: Effective Date: / /
Title:
* If there is no purchase order, Ship To address must be entered.

Aclara Confidential I Proprietary Information
Seller’á above quote is expressly made conditional on the Buyer’s assent to all ofthe terms and conditions located at http://www.aclara.com/terms-and-conditions . By issuing a Purchase Order or Order to Seller based on this Quote, Buyer hereby represents and affirms that it has reviewed and assents to these terms and conditions. ADDITIONAL TERMS CONTAINED ON ANY PURCHASE ORDER ARE HEREBY REJECTED UNLESS SPECIFICALLY AGREED TO IN WRITING BYACLARA (SELLER) and BUYER.

Name (Print):

P0 Number *:
*ShipTo.

Street:

City, State Zip:

B0785-0001\2962033v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BH COURIER ACQUISITION, LLC TO PROVIDE ADVERTISING

AND NOTICES (LEGAL AND NON-LEGAL)
NAME OF CONTRACTOR: BH Courier Acquisition, LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: John Bendheim,
Publisher/Managing Partner
Lisa Bloch,
Publisher/Managing Partner
CONTRACTOR’S ADDRESS: 499 North Cañon Drive
Beverly Hills, CA 90210
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Huma Ahmed, City Clerk
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Based on the rates set forth in Exhibit B, attached hereto and incorporated herein.

Not to exceed the amount set forth in CITY
authorized purchase orders.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 2 B0785-0001\2962033v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BH COURIER ACQUISITION, LLC TO PROVIDE ADVERTISING

AND NOTICES (LEGAL AND NON-LEGAL)
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and BH COURIER ACQUISITION, LLC (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

CONTRACTOR shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 3 B0785-0001\2962033v2.doc
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 his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

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

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

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

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 4 B0785-0001\2962033v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Media Liability Insurance
CONTRACTOR shall at all times during the term of this
Agreement carry, maintain, and keep in full force and effect, a policy or policies of Media Liability Coverage that includes errors and omissions coverage for public notices, with minimum limits of One Million Dollars ($1,000,000) for each occurrence. CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 5 B0785-0001\2962033v2.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

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

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

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

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

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement including but not limited to (1) the rates paid by CITY under this Agreement, and (2) the distribution, delivery and circulation 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 DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 6 B0785-0001\2962033v2.doc
this provision in all subcontracts made in connection with this Agreement. If CITY or its representative determines that the rates paid by the CITY for advertising exceed the rates paid by any other advertiser of CONTRACTOR for the same advertising other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates offered to advertisers who contract to purchase at least one half page in every edition of the newspaper for at least ninety (90) days, CONTRACTOR shall promptly reimburse CITY for all fees paid in excess of those required by this Agreement. In addition, CONTRACTOR shall reimburse CITY for all costs and expenses incurred by CITY in connection with such audit. 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 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. Circulation. CONTRACTOR shall, at all times during the term of this Agreement publish the Beverly Hills Courier and circulate such publication, free of charge, weekly on its regular date of publication to the areas described in its bid proposal and shown in Exhibit D. Failure to comply with this section shall be a material breach of this Agreement.

Section 20. 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 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 7 B0785-0001\2962033v2.doc
representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between the express or implied subject matter of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
__________ (SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: BH COURIER

ACQUISITION, LLC
________________________________

JOHN BENDHEIM
Publisher/Managing Partner

LISA BLOCH
Publisher/Managing Partner
[Signatures continue]
DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 8 B0785-0001\2962033v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

HUMA AHMED
City Clerk

KEITH STERLING
Deputy City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 9 B0785-0001\2962033v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall, at CITY’s written request, perform the following services to the satisfaction of CITY:

Print and publish, on a non-exclusive basis, correctly and in a first-class manner in the Beverly Hills Courier, a newspaper that has been adjudicated as a newspaper of general circulation as defined in Section 6008 of the Government Code, for the CITY, all legal advertising and any other notices or advertising of whatever kind or nature that may be requested in writing by an officer, board, commission or department of the CITY to be printed pursuant to the terms of this bid, and furnish proof of such publication. However, nothing in this Agreement shall be construed to require CITY to place all advertisements, or any particular advertisement, with CONTRACTOR. CITY retains the right to place advertisements in any publication or medium as required by law and as it determines to be in the best interests of CITY.

If specified by CITY in writing, up to one full page of legal or display advertisements shall be inserted with best effort upfront within pages 1-10 or in the first half of the Beverly Hills Courier if the newspaper is greater than 20 pages. Exceptions include last minute advertisements in which case, placement can be based on availability of space and with the mutual agreement by CITY. Other exceptions include legal/classified ads such as full length ordinances, full length resolutions, Requests for Bids and Request for Proposals.

Unless CITY specifies a different font style and font size, CONTRACTOR shall publish CITY’s legal notices and advertising in the following font style and size:
serif= Times New Roman eight point font
san serif =Arial seven point font
The CITY will not be responsible for any additional charges for CONTRACTOR’S use of larger font sizes, unless requested by the CITY in writing.

CONTRACTOR shall pick up the notice/advertising copy from CITY or accept digital transmission of the copy from CITY. Written copy furnished by CITY for publication shall not be photocopied and published in "as is" condition unless expressly authorized by CITY. All such written copy shall be typeset as required in the font style and size specified above unless otherwise specified by CITY. CITY may also provide CONTRACTOR with a camera-ready copy.

CONTRACTOR shall provide a proof prior to publication for CITY to review for accuracy. Unless CITY specifies a different font style and font size, CONTRACTOR shall submit the proof of publication in the font styles and sizes listed above. All CITY advertisements shall be approved by CITY in writing prior to publishing. CONTRACTOR shall provide one affidavit of publication within two weeks of each publication.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 10 B0785-0001\2962033v2.doc
CONTRACTOR shall contact the CITY first and within 24 hours of the distribution day of the papers to offer any last minute display opportunities at a competitive rate determined by the publication.

All advertisements to be published under this Agreement shall be inserted in every edition of the Beverly Hills Courier issued upon the day of publication, and not in any supplement thereof, and shall be published for the number of days directed in writing by CITY requiring such publication and no more. If the Beverly Hills Courier is published on more than one day per week, then advertisements shall be placed on the publication date requested by the CITY.

CONTRACTOR's deadline for publication of notices/advertising shall be:

Tuesday at 12:00p.m. Pacific Standard Time for space reservation and Tuesday at 5:00p.m.Pacific Standard Time for materials submission for publishing on Friday.

If at any time during the period of the agreement, the newspaper to which the agreement is awarded is not published and circulated regularly on its regular date of publication, CITY has the right to immediately terminate the agreement and to recover any damages from CONTRACTOR.

In the event CONTRACTOR fails to publish an advertisement or notice, or publishes improperly, CONTRACTOR shall, at the election of CITY, republish the advertisement or notice on the next available publication date at no charge to CITY or shall not charge CITY for the improperly published advertisement.

CONTRACTOR shall be required during the term of the Agreement to deliver free of charge fifty (50) copies of each issue of the Beverly Hills Courier to CITY Hall Attn: City Clerk’s office.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 14 B0785-0001\2962033v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount set forth in CITY authorized purchase orders at the rates set forth in this Exhibit B.

LEGAL OR CLASSIFIED ADVERTISEMENTS RATES
Modular Rates
Item 1 – Display advertising (Black and White)
1/4 page $657.00
1/2 page $1,265.00
Full page $2,271.00
Item 2 - Display advertising (Color)
1/4 page $873.00
1/2 page $1,514.00
Full page $3,028.00
Per Legal Square Inch/Classified Rates
Item 3 - Legal/Classified ads $13.90
For all Back Page/Classified ads the newspaper shall charge CITY the lesser of two rate calculations:
a. The Per Legal Square Inch/Classified Rate for the entire ad; or b. A combination of the modular rate plus the Per Legal Square inch/Classified rate for any remainder of the ad that exceeds the modular space page.

CONTRACTOR's rates shall not exceed the rates CONTRACTOR charges any other commercial advertiser (other than rates for advertising residential real estate) for the same advertising, in the same location, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Courier for a duration of at least ninety days.

For those advertisements requiring typesetting, CONTRACTOR’s rates shall not exceed the rates CONTRACTOR charges for any other advertiser for the same size advertising, in the same location, and typeset by CONTRACTOR, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Courier for a duration of at least ninety days.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 15 B0785-0001\2962033v2.doc
the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 16 B0785-0001\2962033v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A 17 B0785-0001\2962033v2.doc

EXHIBIT D

CIRCULATION AREA
DocuSign Envelope ID: D8A212A8-5C72-4777-B7E7-CE847CE3E68A Certificate Of Completion
Envelope Id: D8A212A85C724777B7E7CE847CE3E68A Status: Sent Subject: Please DocuSign: Agreement - BH Courier FY 24-25 Source Envelope:

Document Pages: 14 Signatures: 7 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Ramos-Vergara AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/21/2024 9:47:44 AM
Holder: Michelle Ramos-Vergara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/21/2024 9:59:14 AM
Viewed: 5/28/2024 3:41:11 PM
Signed: 5/28/2024 3:41:16 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Sent: 5/21/2024 9:59:13 AM
Viewed: 5/21/2024 10:01:22 AM
Signed: 5/21/2024 10:01:30 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John Bendheim
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 173.197.217.178
Signed using mobile
Sent: 5/21/2024 1:08:21 PM
Viewed: 5/31/2024 8:51:07 AM
Signed: 5/31/2024 8:51:38 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/21/2024 9:59:14 AM
Viewed: 5/21/2024 10:57:13 AM
Signed: 5/21/2024 10:57:23 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Lisa Bloch
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.134.34.91
Sent: 5/21/2024 9:59:14 AM
Viewed: 5/21/2024 2:19:26 PM
Signed: 5/21/2024 2:20:00 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 108.147.175.71
Signed using mobile
Sent: 5/21/2024 9:59:13 AM
Resent: 5/31/2024 8:51:40 AM
Viewed: 5/21/2024 1:06:26 PM
Signed: 5/31/2024 11:19:06 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/31/2024 8:51:40 AM
Viewed: 5/31/2024 10:43:38 AM
Signed: 5/31/2024 10:43:46 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/31/2024 11:19:07 AM
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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/21/2024 9:59:14 AM
Envelope Updated Security Checked 5/21/2024 1:08:20 PM
Envelope Updated Security Checked 5/21/2024 1:08:20 PM
Payment Events Status Timestamps
B0785-0001\2962014v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BEVERLY HILLS WEEKLY TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
NAME OF CONTRACTOR: Beverly Hills Weekly
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Josh E. Gross
Chief Executive Officer
CONTRACTOR’S ADDRESS: 140 South Beverly Drive, Suite 201 Beverly Hills, CA 90210
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Huma Ahmed, City Clerk
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Based on the rates set forth in Exhibit B, attached hereto and incorporated herein.

Not to exceed the amount set forth in CITY
authorized purchase orders.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 2 B0785-0001\2962014v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BEVERLY HILLS WEEKLY TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and BEVERLY HILLS WEEKLY (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.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 3 B0785-0001\2962014v2.doc
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 his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

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

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

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

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 4 B0785-0001\2962014v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Media Liability Insurance
CONTRACTOR shall at all times during the term of this
Agreement carry, maintain, and keep in full force and effect, a policy or policies of Media Liability Coverage that includes errors and omissions coverage for public notices, with minimum limits of One Million Dollars ($1,000,000) for each occurrence. CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 5 B0785-0001\2962014v2.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

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

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

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

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

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement including but not limited to (1) the rates paid by CITY under this Agreement, and (2) the distribution, delivery and circulation 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 DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 6 B0785-0001\2962014v2.doc
this provision in all subcontracts made in connection with this Agreement. If CITY or its representative determines that the rates paid by the CITY for advertising exceed the rates paid by any other advertiser of CONTRACTOR for the same advertising other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates offered to advertisers who contract to purchase at least one half page in every edition of the newspaper for at least ninety (90) days, CONTRACTOR shall promptly reimburse CITY for all fees paid in excess of those required by this Agreement. In addition, CONTRACTOR shall reimburse CITY for all costs and expenses incurred by CITY in connection with such audit. 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 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. Circulation. CONTRACTOR shall, at all times during the term of this Agreement publish the Beverly Hills Weekly and circulate such publication, free of charge, weekly on its regular date of publication to the areas described in its bid proposal and shown in Exhibit D. Failure to comply with this section shall be a material breach of this Agreement.

Section 20. 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 21. 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.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 7 B0785-0001\2962014v2.doc
Section 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between the express or implied subject matter of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
__________ (SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: BEVERLY HILLS
WEEKLY
________________________________
JOSH E. GROSS
Chief Executive Officer
[Signatures continue]
DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 8 B0785-0001\2962014v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

HUMA AHMED
City Clerk

KEITH STERLING
Deputy City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 9 B0785-0001\2962014v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall, at CITY’s written request, perform the following services to the satisfaction of CITY:

Print and publish, on a non-exclusive basis, correctly and in a first-class manner in the Beverly Hills Weekly, a newspaper that has been adjudicated as a newspaper of general circulation as defined in Section 6008 of the Government Code, for CITY, all legal advertising and any other notices or advertising of whatever kind or nature that may be requested in writing by an officer, board, commission or department of CITY to be printed pursuant to the terms of this bid, and furnish proof of such publication. However, nothing in this Agreement shall be construed to require CITY to place all advertisements, or any particular advertisement, with CONTRACTOR. CITY retains the right to place advertisements in any publication or medium as required by law and as it determines to be in the best interests of CITY.

If specified by CITY in writing, up to one full page of legal or display advertisements shall be inserted with best effort upfront within pages 1-10 or in the first half of the Beverly Hills Weekly if the newspaper is greater than 20 pages. Exceptions include last minute advertisements in which case, placement can be based on availability of space and with the mutual agreement by CITY. Other exceptions include legal/classified ads such as full length ordinances, full length resolutions, Requests for Bids and Request for Proposals.

Unless CITY specifies a different font style and font size, CONTRACTOR shall publish CITY’s legal notices and advertising in the following font style and size:
serif= Times New Roman eight point font
san serif =Arial seven point font
CITY will not be responsible for any additional charges for CONTRACTOR’S use of larger font sizes, unless requested by CITY in writing.

CONTRACTOR shall pick up the notice/advertising copy from CITY or accept digital transmission of the copy from CITY. Written copy furnished by CITY for publication shall not be photocopied and published in "as is" condition unless expressly authorized by CITY. All such written copy shall be typeset as required in the font style and size specified above unless otherwise specified by CITY. CITY may also provide CONTRACTOR with a camera-ready copy.

CONTRACTOR shall provide a proof prior to publication for CITY to review for accuracy. Unless CITY specifies a different font style and font size, CONTRACTOR shall submit the proof of publication in the font styles and sizes listed above. All CITY advertisements shall be approved by CITY in writing prior to publishing. CONTRACTOR shall provide one affidavit of publication within two weeks of each publication.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 10 B0785-0001\2962014v2.doc
CONTRACTOR shall contact CITY first and within 24 hours of the distribution day of the papers to offer any last minute display opportunities at a competitive rate determined by the publication.

All advertisements to be published under this Agreement shall be inserted in every edition of the Beverly Hills Weekly issued upon the day of publication, and not in any supplement thereof, and shall be published for the number of days directed in writing by CITY requiring such publication and no more. If the Beverly Hills Weekly is published on more than one day per week, then advertisements shall be placed on the publication date requested by CITY.

CONTRACTOR's deadline for publication of notices/advertising shall be:

Tuesday at 12:00p.m. Pacific Standard Time for space reservation and Tuesday at 5:00p.m. Pacific Standard Time for materials submission for publishing on Thursday.

If at any time during the period of the Agreement, the newspaper to which the Agreement is awarded is not published and circulated regularly on its regular date of publication, CITY has the right to immediately terminate the Agreement and to recover any damages from CONTRACTOR.

In the event CONTRACTOR fails to publish an advertisement or notice, or publishes improperly, CONTRACTOR shall, at the election of CITY, republish the advertisement or notice on the next available publication date at no charge to CITY or shall not charge CITY for the improperly published advertisement.

CONTRACTOR shall be required during the term of the Agreement to deliver free of charge fifty (50) copies of each issue of the Beverly Hills Weekly to CITY Hall Attn: City Clerk’s office.

II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 14 B0785-0001\2962014v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount set forth in CITY authorized purchase orders at the rates set forth in this Exhibit B.

LEGAL OR CLASSIFIED ADVERTISEMENT RATES
Modular Rates
Item 1 – Display advertising (Black and White)
1/4 page $400.77
1/2 page $771.65
Full page $1,385.31
Item 2 - Display advertising (Color)
1/4 page $532.53
1/2 page $923.54
Full page $1,847.08
Per Legal Square Inch/Classified Rates
Item 3 - Legal/Classified ads $8.48
For all Back Page/Classified ads the newspaper shall charge CITY the lesser of two rate calculations:
a. The Per Legal Square Inch/Classified Rate for the entire ad; or b. A combination of the modular rate plus the Per Legal Square inch/Classified rate for any remainder of the ad that exceeds the modular space page.

CONTRACTOR's rates shall not exceed the rates CONTRACTOR charges any other commercial advertiser (other than rates for advertising residential real estate) for the same advertising, in the same location, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.

For those advertisements requiring typesetting, CONTRACTOR’s rates shall not exceed the rates CONTRACTOR charges for any other advertiser for the same size advertising, in the same location, and typeset by CONTRACTOR, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 15 B0785-0001\2962014v2.doc
the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 16 B0785-0001\2962014v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E 17 B0785-0001\2962014v2.doc

EXHIBIT D

CIRCULATION AREA
DocuSign Envelope ID: 686850C3-66E3-4C53-BD2E-0C610692782E Certificate Of Completion
Envelope Id: 686850C366E34C53BD2E0C610692782E Status: Sent Subject: Please DocuSign: Agreement - Beverly Hills Weekly FY 24-25 Source Envelope:

Document Pages: 14 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Ramos-Vergara AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/21/2024 10:00:35 AM
Holder: Michelle Ramos-Vergara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Sent: 5/21/2024 10:08:36 AM
Viewed: 5/21/2024 10:25:00 AM
Signed: 5/21/2024 10:25:07 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Josh E. Gross
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.43.45.210
Sent: 5/21/2024 1:15:05 PM
Viewed: 5/21/2024 5:16:20 PM
Signed: 5/21/2024 5:16:33 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/21/2024 10:08:36 AM
Viewed: 5/21/2024 10:56:36 AM
Signed: 5/21/2024 10:56:45 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/21/2024 10:08:37 AM
Viewed: 5/21/2024 10:51:35 AM
Signed: 5/21/2024 10:51:56 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/21/2024 10:08:37 AM
Resent: 5/21/2024 5:16:35 PM
Viewed: 5/29/2024 12:11:24 PM
Signed: 5/29/2024 12:11:31 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.115.224.33
Signed using mobile
Sent: 5/21/2024 10:08:35 AM
Resent: 5/21/2024 5:16:35 PM
Viewed: 5/21/2024 1:00:59 PM
Signed: 5/21/2024 5:50:02 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/29/2024 12:11:33 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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/21/2024 10:08:37 AM
Envelope Updated Security Checked 5/21/2024 1:15:04 PM
Envelope Updated Security Checked 5/21/2024 1:15:04 PM
Envelope Updated Security Checked 5/21/2024 1:15:04 PM
Payment Events Status Timestamps
B0785-0001\2962026v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MICHAEL VILLALPANDO DBA PARK LA BREA

NEWS/BEVERLY PRESS TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
NAME OF CONTRACTOR: Michael Villalpando dba Park La Brea News/Beverly Press
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Michael Villalpando Owner and Publisher
CONTRACTOR'S ADDRESS: 8444, Wilshire Blvd., 4
th Floor
Beverly Hills, CA 90211
Mailing Address:

P.O. Box 36036
Los Angeles, CA 90036
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Huma Ahmed, City Clerk

COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Based on the rates set forth in Exhibit B, attached hereto and incorporated herein.

Not to exceed the amount set forth in CITY
authorized purchase orders.

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -2-
B0785-0001\2962026v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MICHAEL VILLALPANDO DBA PARK LA BREA

NEWS/BEVERLY PRESS TO PROVIDE ADVERTISING AND

NOTICES (LEGAL AND NON-LEGAL)
THIS AGREEMENT is made by and between the City of Beverly Hills, a municipal corporation (hereinafter called "CITY"), and Michael Villalpando dba Park La Brea News/Beverly Press , (hereinafter called "CONTRACTOR").

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

B. CONTRACTOR represents that it is qualified and able to perform the services.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR's Services. CONTRACTOR shall perform the services as described in Exhibit A to the full satisfaction of CITY.

Section 2. Time of Performance. CONTRACTOR shall perform the services until the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -3-
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Section 4. Method of Payment. CITY shall pay CONTRACTOR said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

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

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

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

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

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

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

Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -4-
B0785-0001\2962026v2.doc
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits 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.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -5-
B0785-0001\2962026v2.doc
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

Section 13. Termination.
(a) CITY may cancel this Agreement at any time upon five (5) 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 under paragraph (a), due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid full compensation for all services performed by CONTRACTOR, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, CONTRACTOR shall be paid for the services performed prior to the effective date of termination or cancellation based on the rates set forth in Exhibit B-1, provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid CONTRACTOR for the full performance of the services required by this Agreement.

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 including but not limited to (1) the rates paid by CITY under this Agreement, and (2) the DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -6-
B0785-0001\2962026v2.doc
distribution, delivery and circulation 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. If CITY or its representative determines that the rates paid by the CITY for advertising exceed the rates paid by any other advertiser of CONTRACTOR for the same advertising other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates offered to advertisers who contract to purchase at least one half page in every edition of the newspaper for at least ninety (90) days, CONTRACTOR shall promptly reimburse CITY for all fees paid in excess of those required by this Agreement. In addition, CONTRACTOR shall reimburse CITY for all costs and expenses incurred by CITY in connection with such audit. 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 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. Circulation. CONTRACTOR shall, at all times during the term of this Agreement publish the Beverly Press and circulate such publication, free of charge, weekly on its regular date of publication to the areas described in its bid proposal and shown in Exhibit D. Failure to comply with this section shall be a material breach of this Agreement.

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -7-
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Section 20. Attorney’s Fees. In the event that CITY or CONTRACTOR commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorney’s fees.

Section 21. 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 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of anydiscrepancy between the express or implied subject matter of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the law of the State of California.

Section 24. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 25. 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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the _______ day of ________________, 20__, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
__________________________ (SEAL)

HUMA AHMED
City Clerk
[Signatures continue]
DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -8-
B0785-0001\2962026v2.doc
CONTRACTOR: MICHAEL VILLALPANDO

DBA PARK LA BREA NEWS/BEVERLY
PRESS

MICHAEL VILLALPANDO
Owner and Publisher

KAREN VILLALPANDO
Co-Publisher, Editor-in-Chief
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
__________________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

HUMA AHMED
City Clerk

KEITH STERLING
Deputy City Manager
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 B0785-0001\2962026v2.doc

EXHIBIT A

SCOPE OF SERVICES
CONTRACTOR shall, at CITY’s written request, perform the following services to the satisfaction of CITY:

Print and publish, on a non-exclusive basis, correctly and in a first-class manner in the Beverly Press, a newspaper that has been adjudicated as a newspaper of general circulation as defined in Section 6008 of the Government Code, for CITY, all legal advertising and any other notices or advertising of whatever kind or nature that may be requested in writing by an officer, board, commission or department of CITY to be printed pursuant to the terms of this bid, and furnish proof of such publication. However, nothing in this Agreement shall be construed to require CITY to place all advertisements, or any particular advertisement, with CONTRACTOR. CITY retains the right to place advertisements in any publication or medium as required by law and as it determines to be in the best interests of CITY.

If specified by CITY in writing, up to one full page of legal or display advertisements shall be inserted with best effort upfront within pages 1-10 or in the first half of the Beverly Press if the newspaper is greater than 20 pages. Exceptions include last minute advertisements in which case, placement can be based on availability of space and with the mutual agreement by CITY. Other exceptions include legal/classified ads such as full length ordinances, full length resolutions, Requests for Bids and Request for Proposals.

Unless CITY specifies a different font style and font size, CONTRACTOR shall publish CITY’s legal notices and advertising in the following font style and size:
serif= Times New Roman eight point font
san serif =Arial seven point font
CITY will not be responsible for any additional charges for CONTRACTOR’s use of larger font sizes, unless requested by CITY in writing.

CONTRACTOR shall pick up the notice/advertising copy from CITY or accept digital transmission of the copy from CITY. Written copy furnished by CITY for publication shall not be photocopied and published in "as is" condition unless expressly authorized by CITY. All such written copy shall be typeset as required in the font style and size specified above unless otherwise specified by CITY. CITY may also provide CONTRACTOR with a camera-ready copy.

CONTRACTOR shall provide a proof prior to publication for CITY to review for accuracy. Unless CITY specifies a different font style and font size, CONTRACTOR shall submit the proof of publication in the font styles and sizes listed above. All CITY advertisements shall be approved by CITY in writing prior to publishing. CONTRACTOR shall provide one affidavit of publication within two weeks of each publication.

CONTRACTOR shall contact CITY first and within 24 hours of the distribution day of the papers to offer any last minute display opportunities at a competitive rate determined by the publication.

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -10-
B0785-0001\2962026v2.doc
All advertisements to be published under this Agreement shall be inserted in every edition of the Beverly Press issued upon the day of publication, and not in any supplement thereof, and shall be published for the number of days directed in writing by CITY requiring such publication and no more. If the Beverly Press is published on more than one day per week, then advertisements shall be placed on the publication date requested by CITY.

CONTRACTOR's deadline for publication of notices/advertising shall be:

Tuesday at 5:00p.m. Pacific Standard Time for space reservation and Tuesday at 5:00p.m. Pacific Standard Time for materials submission for publishing on Thursday.

If at any time during the period of the Agreement, the newspaper to which the Agreement is awarded is not published and circulated regularly on its regular date of publication, CITY has the right to immediately terminate the Agreement and to recover any damages from CONTRACTOR.

In the event CONTRACTOR fails to publish an advertisement or notice, or publishes improperly, CONTRACTOR shall, at the election of CITY, republish the advertisement or notice on the next available publication date at no charge to CITY or shall not charge CITY for the improperly published advertisement.

CONTRACTOR shall be required during the term of the Agreement to deliver free of charge fifty (50) copies of each issue of the Beverly Press to CITY Hall Attn: City Clerk’s office.

INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONTRACTOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONTRACTOR shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 B0785-0001\2962026v2.doc

EXHIBIT B

SCHEDULE OF RATES
(a) Rates/Compensation
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in the not to exceed amount set forth in CITY authorized purchase orders at the rates set forth in this Exhibit B.

LEGAL OR CLASSIFIED ADVERTISEMENT RATES
Modular Rates
Item 1 – Display advertising (Black and White)
1/4 page $197.10
1/2 page $379.50
Full page $681.30
Item 2 - Display advertising (Color)
1/4 page $261.90
1/2 page $454.20
Full page $908.40
Per Legal Square Inch/Classified Rates
Item 3 - Legal/Classified ads $4.17
For all Back Page/Classified ads the newspaper shall charge CITY the lesser of two rate calculations:
a. The Per Legal Square Inch/Classified Rate for the entire ad; or b. A combination of the modular rate plus the Per Legal Square inch/Classified rate for any remainder of the ad that exceeds the modular space page.

CONTRACTOR's rates shall not exceed the rates CONTRACTOR charges any other commercial advertiser (other than rates for advertising residential real estate) for the same advertising, in the same location, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.

For those advertisements requiring typesetting, CONTRACTOR’s rates shall not exceed the rates CONTRACTOR charges for any other advertiser for the same size advertising, in the same location, and typeset by CONTRACTOR, other than special introductory rates (rates for commercial advertisers who have not advertised for at least three years, with the rate not lasting more than 60 days) or special rates charged to advertisers who contract to purchase at least one half page of advertising in every edition of the Beverly Hills Weekly for a duration of at least ninety days.
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -12-
B0785-0001\2962026v2.doc
receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 B0785-0001\2962026v2.doc

EXHIBIT C

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

NAMED INSURED (CONTRACTOR) COMPANIES AFFORDING

COVERAGE
A.

B.

ADDRESS: C.

POLICY
NUMBER

COMPANY
(A. B. C.) COVERAGE
EXPIR.

DATE B.I.

LIMITS
P.D. AGGREGATE

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS /COMPLETED

OPERATIONS

BLANKET CONTRACTUAL

CONTRACTOR'S PROTECTIVE

PERSONAL INJURY
OTHER

EXCESS LIABILITY

WORKERS' COMPENSATION
[ ]
[ ]
[ ]

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

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer of 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
AGENCY: _________________________________ TITLE: ________________________________________ _________________________________ ADDRESS:_____________________________________ DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 B0785-0001\2962026v2.doc

EXHIBIT D

CIRCULATION AREA
[Continued on following page]
DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 -15-
B0785-0001\2962026v2.doc

CIRCULATION AREA
DocuSign Envelope ID: 8D88C234-CE34-4E11-846C-CEDAAED72735 Certificate Of Completion
Envelope Id: 8D88C234CE344E11846CCEDAAED72735 Status: Sent Subject: Please DocuSign: Agreement - Beverly Press FY 24-25 (RESEND) Source Envelope:

Document Pages: 15 Signatures: 7 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Ramos-Vergara AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/21/2024 2:00:25 PM
Holder: Michelle Ramos-Vergara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Karen Villalpando
[email protected]
Publisher
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 138.229.216.76
Sent: 5/21/2024 2:02:13 PM
Viewed: 5/21/2024 2:04:33 PM
Signed: 5/24/2024 9:35:28 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michael Villalpando
[email protected]
Owner
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 138.229.216.76
Signed using mobile
Sent: 5/21/2024 2:02:13 PM
Viewed: 5/24/2024 9:36:46 AM
Signed: 5/24/2024 9:37:09 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/24/2024 9:37:10 AM
Viewed: 5/29/2024 12:09:18 PM
Signed: 5/29/2024 12:09:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.90.73.20
Signed using mobile
Sent: 5/24/2024 9:37:11 AM
Viewed: 5/24/2024 11:31:36 AM
Signed: 5/24/2024 11:31:51 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Sent: 5/24/2024 9:37:11 AM
Viewed: 5/24/2024 9:40:35 AM
Signed: 5/24/2024 9:40:44 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/24/2024 9:37:11 AM
Viewed: 5/24/2024 9:40:22 AM
Signed: 5/24/2024 9:40:30 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/24/2024 9:37:11 AM
Viewed: 5/24/2024 10:26:41 AM
Signed: 5/24/2024 10:26:50 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/29/2024 12:09:28 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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/21/2024 2:02:13 PM
Payment Events Status Timestamps
Attachment 3
1 B0785-0001\2945654v2.doc
AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND SAFE SIDEWALKS INCORPORATED DBA

PRECISION CONCRETE CUTTING (FORMERLY PRECISION

CONCRETE CUTTING) FOR SIDEWALK SURVEY INSPECTION AND

ON-CALL TRIP HAZARD REMOVAL
NAME OF CONTRACTOR: Safe Sidewalks Incorporated dba Precision Concrete Cutting (Formerly Precision Concrete
Cutting)
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Gary Beneduci, Treasurer CONTRACTOR’S ADDRESS: 5737 Kanan Road, #718
Agoura Hills, CA 91301
Attention: Gary Beneduci, Treasurer
CONTRACTOR’S E.I.N/TAX I.D. NO.: 27-0772951
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: January 13, 2020
TERMINATION DATE: June 30, 2021 (original termination date) June 30, 2022 (as extended pursuant to Section 2
by letter dated June 15, 2021)
June 30, 2023 (as extended pursuant to Section 2
by letter dated May 12, 2022)
June 30, 2024 (as extended pursuant to Section 2
by letter dated March 30, 2023)
June 30, 2025 (amended pursuant to this
Amendment No. 5)
CONSIDERATION: Original Agreement:

Not to exceed $ 50,000.00, as more particularly
described in Exhibit B
Amendment No. 1:

Not to exceed $250,000.00, as more particularly
described in Exhibit B
Amendment No. 2:

Fiscal Year (FY) 2021/22 additional not to exceed
$17,787.00;
FY 2022/23 not to exceed $560,000.00 as more
particularly described in Exhibit B
DocuSign Envelope ID: 8D33DD8E-99B6-4C2C-8831-E31A6851D406 2 B0785-0001\2945654v2.doc
Amendment No. 3:

Not to exceed $750,000.00, as more particularly
described in Exhibit B
Amendment No. 4:

Not to exceed $750,000.00, as more particularly
described in Exhibit B
Amendment No. 5:

FY 2024/25 Not to exceed $1,000,000.00, as more
particularly described in Exhibit B
Total Not to Exceed $3,377,787.00, as more
particularly described in Exhibit B
DocuSign Envelope ID: 8D33DD8E-99B6-4C2C-8831-E31A6851D406 3 B0785-0001\2945654v2.doc
AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND SAFE SIDEWALKS INCORPORATED DBA

PRECISION CONCRETE CUTTING (FORMERLY PRECISION

CONCRETE CUTTING) FOR SIDEWALK SURVEY INSPECTION AND

ON-CALL TRIP HAZARD REMOVAL
This Amendment No. 5 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Safe Sidewalks Incorporated dba Precision Concrete Cutting (Formerly Precision Concrete Cutting) (hereinafter called "CONTRACTOR") dated December 26, 2019 and identified as Contract No. 675-19, as amended by Amendment No. 1, dated October 13, 2020 and identified as Contract No. 556-20, as amended by Amendment No. 2, dated July 19, 2022, and identified as Contract No. 477-22, as amended by Amendment No. 3, dated June 6, 2023, and identified as Contract No. 278-23, as amended by Amendment No. 4, dated October 3, 2023, and identified as Contract No. 538-23 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONTRACTOR to provide sidewalk survey inspection and on-call trip hazard removal, which was previously amended.

B. CITY and CONTRACTOR desire to further amend the Agreement to extend the Termination Date and increase the Consideration to compensate CONTRACTOR for the extended term and continued mitigation of defects per CITY Sidewalk and Inspection Repair Policy.

NOW, THEREFORE, the parties agree as follows:

Section 1. The TERMINATION DATE is hereby amended as set forth on the cover page.

Section 2. The CONSIDERATION is hereby amended as set forth on the cover page.

Section 3. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended and restated as attached hereto and incorporated herein.

DocuSign Envelope ID: 8D33DD8E-99B6-4C2C-8831-E31A6851D406 4 B0785-0001\2945654v2.doc
Section 4. Except as specifically amended by previous amendments, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
LESTER J. FRIEDMAN
Mayor
ATTEST:
__________________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Safe Sidewalk Incorporated dba
Precision Concrete Cutting (Formerly Precision
Concrete Cutting)

SOO HOON WANG BENEDUCI
President

GARY BENEDUCI
Chief Executive Officer/Treasurer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_____________________________ _______________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
_______________________________
SHANA E. EPSTEIN
Director of Public Works

DAREN GRILLEY
Assistant Director of Public Works/City Engineer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 8D33DD8E-99B6-4C2C-8831-E31A6851D406 5 B0785-0001\2945654v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
Original and Amendment No. 1:

CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not to exceed Three Hundred Thousand Dollars ($300,000.00).

Amendment No. 2:

CITY shall compensate CONTRACTOR for Fiscal Year 2021/2022, an additional amount not to exceed Seventeen Thousand Seven Hundred Eighty-Seven Dollars ($17,787.00).

CITY shall compensate CONTRACTOR for the performance of services under the Agreement for FY 2022/2023 in an amount not to exceed Five Hundred Sixty Thousand Dollars ($560,000.00).

Amendment No. 3: CITY shall compensate CONTRACTOR an additional amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000.00).

Amendment No. 4: CITY shall compensate CONTRACTOR an additional amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000.00).

Amendment No. 5: CITY shall compensate CONTRACTOR an additional amount not to exceed One Million Dollars ($1,000,000.00).In no event shall the total amount paid to CONTRACTOR under the Agreement exceed Three Million Three Hundred Seventy-Seven Thousand Seven Hundred EightySeven Dollars ($3,377,787.00), including labor, materials, equipment and tax at the rates set forth in this Exhibit.

RATES THROUGH JUNE 30, 2022:

SIDEWALK INSPECTION
The rate paid to CONTRACTOR for sidewalk inspection services shall be $125.00 per hour for each of the Business Corridor districts requiring an estimated 60 man hours to complete the task.

ESTIMATED INSPECTION

TRIP HAZARD REMOVAL BY SAW CUTTING SIDEWALK CUTTING
PRICE CALCULATION METHOD:

The fee paid to CONTRACTOR for removal services shall be $30 per inch-foot for each qualified sidewalk trip hazard identified and removed as listed in the sidewalk inspection report approved by CITY.

DocuSign Envelope ID: 8D33DD8E-99B6-4C2C-8831-E31A6851D406 6 B0785-0001\2945654v2.doc
Inch-feet shall be calculated by multiplying the average depth of the cut by the width of the cut (1.8 slope or as noted in Scope of work, Item 10).

Example: If a joint is cut 1” on one side and is tapered to 0” on the other of a full 4” width of the sidewalk, it shall be calculated as follows:
1” + 0” x 4’ = 2 inch-feet @ $ 30 per inch-foot = $ 60.00 2 RATES EFFECTIVE JULY 1, 2022:
 SIDEWALK INSPECTION $137.50/hour
 SIDEWALK REMOVAL BY CUTTING $33.00 per inch foot
RATES EFFECTIVE JULY 1, 2023:
 SIDEWALK INSPECTION $137.50 per hour
 SIDEWALK REMOVAL BY CUTTING $49.00 per inch foot
RATES EFFECTIVE JULY 1, 2024:
 SIDEWALK ASSESSMENT $137.50 per hour, $455.00 per mile  SIDEWALK REMOVAL BY CUTTING $58.50 per inch foot
CONTRACTOR shall submit to CITY a detailed invoice, on a bi-weekly basis for the services performed pursuant to this Agreement with documentation provided and approved by CITY’s Project Manager. This shall include, without limitation, cut depth, length, width, location, and inch-foot calculations. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

DocuSign Envelope ID: 8D33DD8E-99B6-4C2C-8831-E31A6851D406 Certificate Of Completion
Envelope Id: 8D33DD8E99B64C2C8831E31A6851D406 Status: Sent Subject: Complete with DocuSign: Safe Sidewalks Inc. (675-19) Amendment No. 5 Source Envelope:

Document Pages: 6 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
5/8/2024 4:29:45 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Gary Beneduci
[email protected]
CEO and Treasurer
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.139.19.84
Sent: 5/8/2024 4:36:34 PM
Viewed: 5/8/2024 5:40:16 PM
Signed: 5/8/2024 5:42:08 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Soo Hoon Wang Beneduci
[email protected]
Admin Manager
Precision Concrete Cutting
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 107.139.19.84
Sent: 5/8/2024 4:36:35 PM
Viewed: 5/8/2024 5:36:31 PM
Signed: 5/8/2024 5:37:23 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: 76.90.73.20
Signed using mobile
Sent: 5/8/2024 5:42:09 PM
Viewed: 5/8/2024 6:52:19 PM
Signed: 5/8/2024 6:52:33 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: 198.245.189.166
Sent: 5/8/2024 6:52:34 PM
Viewed: 5/12/2024 7:59:32 PM
Signed: 5/12/2024 7:59:48 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.33.63.116
Sent: 5/12/2024 7:59:50 PM
Viewed: 5/12/2024 8:25:21 PM
Signed: 5/12/2024 8:25:31 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 5/12/2024 8:25:33 PM
Resent: 5/13/2024 7:34:06 AM
Viewed: 5/13/2024 7:43:41 AM
Signed: 5/13/2024 7:43:48 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 5/13/2024 7:43:50 AM
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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/8/2024 4:36:35 PM
Envelope Updated Security Checked 5/9/2024 3:42:01 PM
Envelope Updated Security Checked 5/9/2024 3:42:01 PM
Envelope Updated Security Checked 5/9/2024 3:42:01 PM
Payment Events Status Timestamps
1 B0785-0001\2929810v1.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CINTAS CORPORATION #426 FOR

UNIFORM PROVISIONS, UNIFORM RENTAL AND CLEANING

SERVICES AND VARIOUS UNIFORM ACCESSORY SERVICES
NAME OF CONTRACTOR: Cintas Corporation #426
RESPONSIBLE PRINCIPAL Nina Pardo, Service Manager
OF CONTRACTOR: Western Group Sales
CONTRACTOR'S ADDRESS: 20100 S. Santa Susanna Rd.

Compton, CA 90221
CONTRACTOR’S E.I.N./TAX I.D. NO.: 88-0337154
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: Upon written notice to proceed
TERMINATION DATE: June 30, 2022
June 30, 2023 (as extended pursuant to Section 2
by letter dated April 18, 2022)
June 30, 2024 (as extended pursuant to Section 2
by letter dated April 7, 2023)
June 30, 2025 (amended pursuant to this
Amendment No. 1), unless extended pursuant to
Section 2
CONSIDERATION: Not to exceed the amount set forth in CITY authorized Purchase Orders at the rates set forth in
Exhibit B
DocuSign Envelope ID: 648162A0-18EB-4F74-BBE8-C02E7AA1CBBA 2 B0785-0001\2929810v1.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CINTAS CORPORATION #426 FOR

UNIFORM PROVISIONS, UNIFORM RENTAL AND CLEANING

SERVICES AND VARIOUS UNIFORM ACCESSORY SERVICES
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and Cintas Corporation #426 (hereinafter called "CONTRACTOR") dated November 19, 2019 and identified as Contract No. 637-19 (“Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into the Agreement for uniform rental and cleaning services and various uniform accessory services.

B. CITY and CONTRACTOR desire to amend the Agreement to extend the Termination Date and amend Exhibit B to compensate CONTRACTOR at the current rates for its services.

NOW, THEREFORE, the parties agree as follows:

Section 1. The TERMINATION DATE shall be amended as set forth on the cover page.

Section 2. Section 2 of the Agreement entitled “Time of Performance” shall be amended to read as follows:
“Section 2. CONTRACTOR shall commence its services under this Agreement upon receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth on the cover page and/or in conformance with the project timeline established by the City Manager or their designee.

DocuSign Envelope ID: 648162A0-18EB-4F74-BBE8-C02E7AA1CBBA 3 B0785-0001\2929810v1.doc
The City Manager or her designee may extend the time of performance in writing for one additional one-year term or such other term not to exceed one year from the date of termination pursuant to the same terms and conditions of this Agreement.” Section 3. Exhibit B shall be amended as attached hereto and incorporated herein.

Section 4. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation

LESTER J. FRIEDMAN
Mayor
ATTEST:

HUMA AHMED
City Clerk
CONTRACTOR: Cintas Corporation #426

JAMES CHAPMAN
Vice President – Western Group

BOB MATTIFORD
General Manager – Cintas Location #426
[Signatures continue]
DocuSign Envelope ID: 648162A0-18EB-4F74-BBE8-C02E7AA1CBBA 4 B0785-0001\2929810v1.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

SHANA E. EPSTEIN
Director of Public Works
MICHAEL V. HENSLEY
Deputy Director of Public Works-Operations
Division

SHARON L’HEUREUX-DRESSEL
Risk Manager
DocuSign Envelope ID: 648162A0-18EB-4F74-BBE8-C02E7AA1CBBA 5 B0785-0001\2929810v1.doc

EXHIBIT B
CITY shall compensate CONTRACTOR in an amount not to exceed the amount set forth in CITY authorized purchase orders and based on the following rates:

DescripƟon
Price Per
Unit Loss Charge
CoƩon Shirt $0.26 $23.50
Cintas Oxford Shirt $0.50 $25
Brigade/security Shirt $0.61 $23
Comfort Shirt $0.29 $23
FR Shirt $0.67 $75
FR Pant $0.82 $75
Women’s Oxford Shirt $0.25 $25
SyntheƟc Snap Shirt $0.24 $23
Cargo Pant $0.33 $28
Cargo Pant – extended sizes $0.51 $30
CoƩon Work Shirt $0.34 $27
CoƩon Work Pant $0.41 $28
Women’s Pant $0.29 $21
Comfort Pant $0.22 $19
Dress Shirt Oxford/Blue Strp $0.33 $25.50
Work Shirt Blue-White $0.44 $24
CoƩon Overall $0.40 $40
SyntheƟc Shop Coat $0.45 $35
Jacket $0.48 $35
Jacket – extended sizes $0.65 $36.50
White Micro Towel $0.15 $1.50
Terry Towel $0.30 $2.20
White Shop Towel $0.15 $0.90
Bath Towel $0.40 $3.99
SK1 $1.25 N/A
Locker 8" $3.16 N/A
Locker 16" $3.00 N/A
Locker Lock Up $3.00 N/A
Scratch less Leather Belt $17 N/A
Harness Buckle Leather Belt $23.99 N/A
Buy Back Option
CONTRACTOR shall provide CITY with an option to buy back embroidered uniform garments at the LOSS CHARGE specified above.

DocuSign Envelope ID: 648162A0-18EB-4F74-BBE8-C02E7AA1CBBA Certificate Of Completion
Envelope Id: 648162A018EB4F74BBE8C02E7AA1CBBA Status: Sent Subject: Complete with DocuSign: Cintas Corp #426 (637-19) Amendment No. 1 Source Envelope:

Document Pages: 5 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
3/28/2024 3:59:01 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Bob Mattiford
[email protected]
GM
Cintas Corporation
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.119.53.105
Signed using mobile
Sent: 3/28/2024 4:18:31 PM
Resent: 3/28/2024 4:19:16 PM
Viewed: 3/28/2024 4:24:01 PM
Signed: 3/28/2024 4:25:16 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
James Chapman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.56.120.132
Signed using mobile
Sent: 3/28/2024 4:18:31 PM
Viewed: 3/28/2024 4:28:09 PM
Signed: 3/28/2024 4:28:55 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: 208.87.233.201
Sent: 3/28/2024 4:28:57 PM
Viewed: 3/28/2024 4:56:12 PM
Signed: 3/28/2024 4:56:35 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: 198.245.189.166
Sent: 3/28/2024 4:56:37 PM
Viewed: 3/30/2024 12:13:04 PM
Signed: 3/30/2024 12:13:25 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 3/30/2024 12:13:27 PM
Resent: 4/1/2024 7:36:37 AM
Resent: 4/2/2024 7:30:06 AM
Viewed: 4/2/2024 7:55:07 AM
Signed: 4/2/2024 7:55:30 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 4/2/2024 7:55:32 AM
Viewed: 4/2/2024 7:56:28 AM
Signed: 4/2/2024 7:56:55 AM
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: 4/2/2024 7:56:57 AM
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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Tray Anderson
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 3/28/2024 4:18:31 PM
Viewed: 3/28/2024 4:19:55 PM
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/28/2024 4:18:32 PM
Envelope Updated Security Checked 3/28/2024 4:19:15 PM
Payment Events Status Timestamps
1 1st Amend. to Gen/AP (1805732v2)
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND HACH COMPANY TO PROVIDE

CHEMICAL REAGENTS AND MAINTENANCE SERVICE FOR

WATER UTILITY ON-LINE MONITORING SYSTEMS AND

LABORATORY EQUIPMENT
NAME OF CONTRACTOR: Hach Company
RESPONSIBLE PRINCIPAL Michael Feld, President
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 5600 Lindberg Drive
Loveland, CO 80539
Attention: Michael Feld, President
CONTRACTOR’S E.I.N./TAX I.D. NO.: 42-0704420
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: September 28, 2020
TERMINATION DATE: June 30, 2023 (original termination date) June 30, 2024 (as extended pursuant to Section 2
by letter dated March 30, 2023)
June 30, 2025 (pursuant to this Amendment No. 1)
CONSIDERATION: Original Agreement: Not to Exceed $416,000.00; Contingency for additional services not to exceed
$41,600.00
Total Not to Exceed: $457,600.00 as more fully
described in Exhibit B
Amendment No. 1: Additional $160,000.00
Total Not to Exceed: $617,600.00, as more
particularly described in Exhibit B
DocuSign Envelope ID: 28EB2297-DA71-477F-BF90-FBFE48FAD9D4 2 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND HACH COMPANY TO PROVIDE

CHEMICAL REAGENTS AND MAINTENANCE SERVICE FOR

WATER UTILITY ON-LINE MONITORING SYSTEMS AND

LABORATORY EQUIPMENT
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Hach Company (hereinafter called "CONTRACTOR") dated September 15, 2020, and identified as Contract No. 492-20 (“Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into a Contract to provide chemical reagents and maintenance service for water utility on-line monitoring systems and laboratory equipment.

B. CITY and CONTRACTOR desire to amend the Agreement to extend the termination date, increase the Consideration and amend the Schedule of Payment to compensate CONTRACTOR for its services.

NOW, THEREFORE, the parties agree as follows:

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

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

Section 3. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended as attached hereto and incorporated herein.

Section 4. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect DocuSign Envelope ID: 28EB2297-DA71-477F-BF90-FBFE48FAD9D4 3 EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LESTER J. FRIEDMAN
Mayor
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Hach Company

MELISSA VARONIN
Vice President of Service

DEBORAH GONYEA
Interim Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

SHANA E. EPSTEIN
Director of Public Works

ROBERT WELCH
Utilities General Manager

SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 28EB2297-DA71-477F-BF90-FBFE48FAD9D4 4 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not to exceed Five Hundred Seventy-Six Thousand Dollars ($576,000.00), includes all materials, supplies, equipment, services, and taxes at the rates/costs set forth in this Exhibit. CITY may request additional services, materials, supplies, equipment, and products which are not listed in this Exhibit. In such event, CITY’s Director of Public Works or her designee and CONTRACTOR shall be subject to their mutual written agreement in an IPO.

In addition, a contingency in an amount not to exceed Forty-One Thousand Six Hundred Dollars ($41,600.00), is for additional, unforeseen and unanticipated work outside the Scope of Work described in Exhibit A and shall not be undertaken without the express direction by CITY in writing.

Compensation for said additional work shall be mutually agreed upon by the parties in writing.

In no event shall the Fee and the Contingency together exceed Six Hundred Seventeen Thousand Six Hundred Dollars ($617,600.00).

CONTRACTOR shall obtain CITY’s approval in writing if the cost of the services will exceed the proposed amount outlined in Exhibit B.

Funds Transfers (Payments) CITY and CONTRACTOR both recognize that there is a risk of banking fraud when individuals impersonating a business demand payment under new banking or mailing instructions. To avoid this risk, CITY must verbally confirm any new or changed bank transfer or mailing instructions by calling CONTRACTOR and speaking with CONTRACTOR’s accounts receivable contact before mailing or transferring any monies using the new instructions.

Rates
Maintenance and Service rates for the water utility on-line monitoring systems, field /portable instruments, field/portable equipment and laboratory equipment are shown below. In addition to the rates set forth in this Exhibit. CITY may request additional services and products and the rates shall be mutually agreed upon by CITY’s Public Works Director or her designee in writing in an IPO.

DocuSign Envelope ID: 28EB2297-DA71-477F-BF90-FBFE48FAD9D4 5 SCHEDULE OF RATES/COSTS
Schedule of fees continue
Unit Cost for Chemical Reagents, Replacement Parts, Instruments, Analyzers, and Equipment are show below:

Instrument Part # Qty Price Ext $ Qty Price Ext Price Qty Price Ext Price Qty Price Ext Price Qty Price Ext Price 1720E FSP1720E (4V) 2 $784.00 1,568.00 2 $807.52 1,615.04 2 $831.75 1,663.49 2 $856.70 1,713.40 2 $882.40 1,764.80 2100N FSP2100N (1V) 1 $447.00 447.00 1 $460.41 460.41 1 $474.22 474.22 1 $488.45 488.45 1 $503.10 503.10 Supp Labor FSPSuppLabor (EXTRA VISIT) 4 $271.00 1,084.00 4 $279.13 1,116.52 4 $287.50 1,150.02 4 $296.13 1,184.52 4 $305.01 1,220.05 DR3900 BSPPlusDR3900 (1V) 2 $906.00 1,812.00 2 $933.18 1,866.36 2 $961.18 1,922.35 2 $990.01 1,980.02 2 $1,019.71 2,039.42 GLPHORP PMP-GLPHORP-1V 7 $289.00 2,023.00 7 $297.67 2,083.69 7 $306.60 2,146.20 7 $315.80 2,210.59 7 $325.27 2,276.90 HQD BSPPlusHQD (1V) 10 $351.00 3,510.00 10 $361.53 3,615.30 10 $372.38 3,723.76 10 $383.55 3,835.47 10 $395.05 3,950.54 Pocket Colorimtr PMP-Pocket-1V 14 $130.00 1,820.00 14 $133.90 1,874.60 14 $137.92 1,930.84 14 $142.05 1,988.76 14 $146.32 2,048.43 SC1000 FSPSC1000-1V 3 $269.00 807.00 3 $277.07 831.21 3 $285.38 856.15 3 $293.94 881.83 3 $302.76 908.29 dr900 BSPPLUSDR900 (1V) 4 $294.00 1,176.00 4 $302.82 1,211.28 4 $311.90 1,247.62 4 $321.26 1,285.05 4 $330.90 1,323.60 SL1000 BSPPLUSSL1000 (1V) 5 $681.00 3,405.00 5 $701.43 3,507.15 5 $722.47 3,612.36 5 $744.15 3,720.74 5 $766.47 3,832.36 LDO PMP-LDO-1V 3 $443.00 1,329.00 3 $456.29 1,368.87 3 $469.98 1,409.94 3 $484.08 1,452.23 3 $498.60 1,495.80 sc200 FSPSC200 (1V) 6 $259.00 1,554.00 6 $266.77 1,600.62 6 $274.77 1,648.64 6 $283.02 1,698.10 6 $291.51 1,749.04 TU5300 FSPTU5300-4V 2 $888.00 1,776.00 2 $914.64 1,829.28 2 $942.08 1,884.16 2 $970.34 1,940.68 2 $999.45 1,998.90 5500AMC FSP5500AMC (2V) 1 $3,354.00 3,354.00 1 $3,454.62 3,454.62 1 $3,558.26 3,558.26 1 $3,665.01 3,665.01 1 $3,774.96 3,774.96 CLF10/CLT10 FSPCLX10 (2V) 2 $1,365.00 2,730.00 2 $1,405.95 2,811.90 2 $1,448.13 2,896.26 2 $1,491.57 2,983.14 2 $1,536.32 3,072.64 CA610 FSPCA610 1 $2,308.00 2,308.00 1 $2,377.24 2,377.24 1 $2,448.56 2,448.56 1 $2,522.01 2,522.01 1 $2,597.67 2,597.67 2 EXTRA VISIT CA610 PMP-CA610-2V 1 $2,159.00 2,159.00 1 $2,223.77 2,223.77 1 $2,290.48 2,290.48 1 $2,359.20 2,359.20 1 $2,429.97 2,429.97 CL17 FSPCL17 2 $1,209.00 2,418.00 2 $1,245.27 2,490.54 2 $1,282.63 2,565.26 2 $1,321.11 2,642.21 2 $1,360.74 2,721.48 2 EXTRA VISIT CL17 PMP-CL17-2V 1 $835.00 835.00 1 $860.05 860.05 1 $885.85 885.85 1 $912.43 912.43 1 $939.80 939.80 Year 1 Total Year 2 Total Year 3 Total Year 3 Total Year 3 Total 36,115.00 37,198.45 38,314.40 39,463.84 40,647.75 2021 2022 2023 2024 2025
DocuSign Envelope ID: 28EB2297-DA71-477F-BF90-FBFE48FAD9D4 6 CONTRACTOR shall submit an itemized statement to ClTY for services performed in the prior month, and materials equipment, instruments, and supplies provided in a form approved by CITY, which shall include documentation setting forth in detail a description of the services rendered, and products purchased. CITY shall pay CONTRACTOR the amount of such billing in accordance with the following schedule within thirty (30) days of receipt of same.

DocuSign Envelope ID: 28EB2297-DA71-477F-BF90-FBFE48FAD9D4 Certificate Of Completion
Envelope Id: 28EB2297DA71477FBF90FBFE48FAD9D4 Status: Sent Subject: Complete with DocuSign: Hach Company - Maintenance (492-20) AM 1.pdf Source Envelope:

Document Pages: 6 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Jazmin Rosas
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
3/26/2024 7:54:22 AM
Holder: Jazmin Rosas
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Gonyea
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 99.27.109.237
Sent: 3/26/2024 8:11:20 AM
Resent: 4/1/2024 8:12:55 AM
Resent: 4/4/2024 10:51:46 AM
Resent: 4/8/2024 3:00:01 PM
Resent: 4/12/2024 3:21:40 PM
Resent: 4/22/2024 3:47:12 PM
Resent: 4/25/2024 7:35:55 AM
Viewed: 4/25/2024 11:49:28 AM
Signed: 4/25/2024 11:49:45 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Melissa Voronin
[email protected]
President, Aquatic Informatics
Security Level: Email, Account Authentication
(None) Signature Adoption: Uploaded Signature Image
Using IP Address: 64.90.124.37
Sent: 3/26/2024 8:11:20 AM
Resent: 4/1/2024 8:12:55 AM
Resent: 4/8/2024 3:00:01 PM
Resent: 4/12/2024 3:21:40 PM
Resent: 4/22/2024 3:47:13 PM
Viewed: 4/24/2024 2:39:22 PM
Signed: 4/24/2024 2:40:30 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: 76.90.73.20
Signed using mobile
Sent: 4/25/2024 11:49:46 AM
Viewed: 4/25/2024 1:07:03 PM
Signed: 4/25/2024 1:07:25 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: 198.245.189.166
Sent: 4/25/2024 1:07:28 PM
Viewed: 4/25/2024 1:18:14 PM
Signed: 4/25/2024 1:18:22 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Robert Welch
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.169.81.234
Sent: 4/25/2024 1:18:26 PM
Resent: 4/26/2024 7:57:21 AM
Viewed: 5/2/2024 9:13:58 AM
Signed: 5/2/2024 9:14:40 AM
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: 192.5.3.140
Signed using mobile
Sent: 5/2/2024 9:14:42 AM
Viewed: 5/2/2024 9:16:52 AM
Signed: 5/2/2024 9:17:30 AM
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: 5/2/2024 9:17:32 AM
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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/26/2024 8:11:20 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/1/2024 10:04:03 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:45 AM
Envelope Updated Security Checked 4/4/2024 10:51:46 AM
Envelope Updated Security Checked 4/4/2024 10:51:46 AM
Envelope Updated Security Checked 4/4/2024 10:51:46 AM
Envelope Updated Security Checked 4/4/2024 10:51:46 AM
Envelope Updated Security Checked 4/4/2024 10:51:46 AM
Payment Events Status Timestamps
1 B0785-0001\2956065v2.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND KAR-MACHINE INC. DBA CALIFORNIA

WEST COAST PAINT & BODY SHOP FOR VEHICLE BODY

REPAIR AND PAINTING SERVICES
NAME OF CONTRACTOR: Kar-Machine Inc. dba California West Coast Paint & Body Shop
RESPONSIBLE PRINCIPAL Mike Sajjadieh, Owner
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 5060 Venice Boulevard
Los Angeles, CA 90019
Attention: Mike Sajjadieh, Owner
CONTRACTOR’S E.I.N./TAX I.D. NO.: 95-4370958
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: Upon Notice to Proceed
TERMINATION DATE: June 30, 2023 (original termination date) June 30, 2024 (as extended pursuant to Section 2
by letter dated April 18, 2023)
June 30, 2025 (amended pursuant to this
Amendment No. 1)
CONSIDERATION: Original Agreement: Not to exceed $500,000 Amendment No. 1: Additional not to exceed
$200,000
Total Not to Exceed: $700,000 based on the rates
set forth in Exhibit B
DocuSign Envelope ID: C546A9E1-50EE-4B48-8959-F574D05C4033 2 B0785-0001\2956065v2.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND KAR-MACHINE INC. DBA CALIFORNIA

WEST COAST PAINT & BODY SHOP FOR VEHICLE BODY

REPAIR AND PAINTING SERVICES
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and Kar-Machine Inc. dba California West Coast Paint & Body Shop (hereinafter called "CONTRACTOR") dated September 15, 2020 and identified as Contract No. 493-20 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONTRACTOR to provide vehicle body repair and painting services for Fleet Services vehicles and equipment.

B. CITY and CONTRACTOR desire to amend the Agreement to extend the Termination Date, increase the Consideration and amend the Schedule of Payment to compensate CONTRACTOR for its continued services.

NOW, THEREFORE, the parties agree as follows:

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

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

Section 3. Section 2 of the Agreement entitled “Time of Performance” shall be amended to read as follows:
“Section 2. 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.”
DocuSign Envelope ID: C546A9E1-50EE-4B48-8959-F574D05C4033 3 B0785-0001\2956065v2.doc
Section 4. Exhibit B, “SCHEDULE OF PAYMENT AND RATES”, shall be amended as attached hereto and incorporated herein.

Section 5. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
LESTER J. FRIEDMAN
Mayor
ATTEST:
__________________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Kar-Machine Inc. dba
California West Coast Paint & Body Shop

MIKE SAJJADIEH
President/Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_____________________________ _______________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
_______________________________
SHANA E. EPSTEIN
Director of Public Works
MICHAEL V. HENSLEY
Deputy Director of Public Works-Operations
Division
[Signatures Continue]
DocuSign Envelope ID: C546A9E1-50EE-4B48-8959-F574D05C4033 4 B0785-0001\2956065v2.doc
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: C546A9E1-50EE-4B48-8959-F574D05C4033 5 B0785-0001\2956065v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for satisfactory performance of the work described in Exhibit A in a total amount not to exceed Seven Hundred Thousand Dollars ($700,000) based on the rates set forth in this Exhibit, and such amount includes labor, taxes, and expenses.

CONTRACTOR shall provide services according to the hourly and materials rates listed below.

Rate Schedule
Description Rate
Painting (Refinishing) Labor $60.00 per hour
Body Repair Labor $60.00 per hour
Frame/Structural Labor $105.00 per hour
Mechanical Labor $105.00 per hour
Paint Materials $85.00 per gallon
Pick-Up/Delivery Charge None
CONTRACTOR shall submit an individual itemized invoice for each specific vehicle repaired as well as an itemized statement to CITY for its services performed, on a monthly basis, which shall include documentation setting forth in detail a description of the services being rendered and the hours of service. CITY shall pay CONTRACTOR the undisputed amount of such billing within thirty (30) days of receipt of same.

DocuSign Envelope ID: C546A9E1-50EE-4B48-8959-F574D05C4033 Certificate Of Completion
Envelope Id: C546A9E150EE4B488959F574D05C4033 Status: Sent Subject: Complete with DocuSign: Kar-Machine Inc. dba CA West Coast Paint & Body Shop (493-20) Amendment No.1 Source Envelope:

Document Pages: 5 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
5/28/2024 2:18:59 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp

MIKE SAJJADIEH
[email protected]
manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 172.118.148.163
Signed using mobile
Sent: 5/28/2024 2:26:56 PM
Viewed: 5/28/2024 3:18:21 PM
Signed: 5/28/2024 3:21:46 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: 76.90.73.20
Signed using mobile
Sent: 5/28/2024 3:21:48 PM
Viewed: 5/28/2024 6:04:07 PM
Signed: 5/28/2024 6:04:21 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/28/2024 6:04:22 PM
Viewed: 5/29/2024 12:00:03 PM
Signed: 5/29/2024 12:00:09 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: 198.245.189.166
Sent: 5/29/2024 12:00:10 PM
Viewed: 5/29/2024 12:36:28 PM
Signed: 5/29/2024 12:36:34 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Lucy Quiralte
[email protected]
Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 5/29/2024 12:36:36 PM
Resent: 5/29/2024 1:59:58 PM
Viewed: 5/29/2024 2:04:32 PM
Signed: 5/29/2024 2:06:19 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 5/29/2024 2:06:20 PM
Resent: 5/30/2024 11:43:07 AM
Resent: 5/31/2024 7:34:15 AM
Resent: 5/31/2024 2:14:09 PM
Viewed: 5/31/2024 2:14:41 PM
Signed: 5/31/2024 2:14:51 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 5/31/2024 2:14:53 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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/28/2024 2:26:56 PM
Envelope Updated Security Checked 5/29/2024 1:59:57 PM
Envelope Updated Security Checked 5/29/2024 1:59:57 PM
Payment Events Status Timestamps
1 B0785-0001\2963276v2.doc
AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR

YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND
HOLIDAY DÉCOR
NAME OF CONTRACTOR: Utopia Worldwide, Inc.

RESPONSIBLE PRINCIPAL Norman Kahn, Chief Executive Officer OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 4111 W. Alameda Avenue, Suite 504 Burbank, CA 91505
Attention: Norman Kahn, Chief Executive Officer
CONTRACTOR’S E.I.N./TAX I.D. NO.: 81-2494453
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023 (original termination date) June 30, 2024 (amended pursuant to Amendment
No. 2)
June 30, 2025 (amended pursuant to this
Amendment No. 3)
CONSIDERATION: Original Agreement: Not to exceed $3,000,000.00 Amendment No. 1: No Additional Consideration
Amendment No. 2: Not to exceed an additional
$3,300,000.00
Amendment No. 3: Not to exceed an additional
$3,300,000.00
Total Not to Exceed: $9,600,000.00
DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 2 B0785-0001\2963276v2.doc
AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR

YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND
HOLIDAY DÉCOR
This Amendment No. 3 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Utopia Worldwide, Inc. (hereinafter called "CONTRACTOR") dated June 14, 2022, and identified as Contract No. 351-22, as amended by Amendment No. 1, dated August 8, 2022, and identified as Contract No. 507-22, as amended by Amendment No. 2, dated June 6, 2023, and identified as Contract No. 280-23 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONTRACTOR to provide year-round citywide decorative lighting and holiday décor services, which was previously amended.

B. CITY and CONTRACTOR desire to further amend the Agreement to extend the Termination Date, increase the Consideration to compensate CONTRACTOR for the extended term, and amend Exhibits C and D of the Agreement to reflect the new Consideration amount.

NOW, THEREFORE, the parties agree as follows:

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

Section 2. The Termination Date shall be amended as set forth on the cover page.

Section 3. Exhibit C, “Compensation”, and Exhibit D, “Schedule of Payment”, shall be amended and restated as attached hereto and incorporated herein.

DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 3 B0785-0001\2963276v2.doc
Section 4. Except as specifically amended by this Amendment No. 3 and previous amendments, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
LESTER J. FRIEDMAN
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Utopia Worldwide, Inc.

NORMAN KAHN
CEO and CFO
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
____________________________
SHANA E. EPSTEIN
Director of Public Works
____________________________

DAREN GRILLEY
Assistant Director of Public Works/
City Engineer
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
____________________________

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 4 B0785-0001\2963276v2.doc

EXHIBIT C

COMPENSATION
For the work described in Exhibit A of this Agreement, CITY shall compensate CONTRACTOR in an amount not to exceed Nine Million Six Hundred Thousand Dollars ($9,600,000.00) as described in this Exhibit C and Exhibit D. Attachment 1 to Exhibit C, attached hereto and incorporated herein, details the expenses associated solely with Holiday Décor. All other funding will be utilized for the citywide twinkle light program, Gobo lighting on City Hall, and other as-needed lighting including lighting needs associated with City Hall, if requested and approved by CITY in writing.

I. Year-Round Citywide Lights Maintenance Services and Additional Services CONTRACTOR shall submit an itemized statement to CITY for its services performed on a form approved by CITY. The statement shall include documentation setting forth, in detail, a description of the services rendered and the equipment provided. CITY shall pay CONTRACTOR the undisputed amount of such billing within thirty (30) days of receipt of same.

II. Holiday Decor and Program Management and annual replacement of Twinkle Lights
For the work associated with the Holiday Decor and Program Management items listed in Exhibit A, CITY shall compensate CONTRACTOR for the satisfactory performance of all services, including the management fee, in an amount of Two Million Seven Hundred FortyFive Thousand Dollars ($2,745,000.00), as further described in Attachment 1 to Exhibit C, and shall be based on the bids provided to CITY from CONTRACTOR from the Program Vendors.

CONTRACTOR shall obtain permission from CITY in writing prior to purchasing any replacement items where the cost exceeds the amount of funding listed in Attachment 1 to Exhibit C. CITY acknowledges expenses for Holiday Décor and Program Management may exceed Two Million Seven Hundred Forty-Five Thousand Dollars ($2,745,000.00) and reserves all rights to pre-approve any purchase that will exceed this amount.

DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 5 B0785-0001\2963276v2.doc
ATTACHMENT 1 TO EXHIBIT C

BUDGET ESTIMATE, FEES AND RATES
Year-Round Citywide Decorative Lighting and Holiday Decorations Program Item Description 2024 Estimate
Year-round warm white LED light maintenance $ 90,000
Year-round City Hall RGB lighting and gobo projections $ 55,000 Annual replacement of warm white LED tree wrap lights $ 420,000 Maintenance and replacement parts for Canon Drive Spans $ 10,000 Holiday décor on S. Beverly Dr. (estimate for new décor, tbd) $ 250,000 Holiday décor on La Cienega Blvd. (existing) $ 90,000
Holiday décor on Robertson (existing) $ 35,000
Holiday décor on S. Santa Monica Blvd. (existing) $ 28,000 Holiday décor on Camden Dr (existing) $ 48,500
Garland and bows (existing) $ 58,000
Gobo projection for holiday $ 5,000
Beverly Drive Street Spans (new program) $ 200,000
Brighton Way Street Spans (existing) $ 58,000
Lily Pond Glowing Reeds Audio and Light Show (new program) $ 133,000 Beverly Gardens Park - Christmas Tree and Menorah (existing) $ 30,000 Banner Up-lights (435 fixtures) $ 31,000
Santa and Reindeer Display (existing) $ 75,000
Background Audio in the Business Triangle (existing) $ 28,500 Projection Mapping at City Hall (estimate based on past years) $ 750,000 Beverly Canon Gardens (base cost for tree and walk-through) $ 250,000 Wilshire Spans (existing) $ 100,000
SUBTOTAL $2,745,000
Remainder of the budget to cover additional services as approved by CITY.

Individual Tree Pricing:

Cost to procure and wrap (1) Short Palm tree $ 379.00
Cost to procure and wrap (1) Tall Palm tree $ 479.00
Cost to procure and wrap (1) Ficus tree $ 347.00
Cost to procure and wrap (1) small decorative tree trunk $ 267.00 Project Management Fee:

Holiday Décor and year-round decorations have project management fees incorporated into the cost. For additional services, CONTRACTOR will include a $400 flat fee for Project Management.

Hourly Rates:

Staff Position: Rate
Producer $115
DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 6 B0785-0001\2963276v2.doc
Project Manager $95
Technical Manager $90
Lighting Tech $80
Graphic Designer $70
Production Coordinator $60
Production Assistant $45
DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 7 B0785-0001\2963276v2.doc

EXHIBIT D

SCHEDULE OF PAYMENT
CONTRACTOR shall be paid in accordance with the following payment schedule:

1. Within thirty (30) days of execution of this Agreement, CONTRACTOR shall be paid the INITIAL payment in the amount of Fifty Percent (50%) of the costs associated with the Holiday Decorations only, which shall include procurement and project management costs.

Upon CITY’s written approval of additional services, CONTRACTOR shall be allowed an INITIAL payment in the amount of Sixty-Five Percent (65%) of the approved costs associated with the additional services.

2. Within ten (10) business days of CONTRACTOR submitting invoice to CITY regarding commencement of installation of all Holiday Elements, CONTRACTOR shall be paid the COMMENCEMENT payment in the amount of Twenty Percent (20%) of the costs associated with the Holiday Decor and Program Management only.

3. Within ten (10) business days of CONTRACTOR submitting invoice to CITY regarding completion of installation of all Holiday Elements, CONTRACTOR shall be paid the COMPLETION OF INSTALLATION payment in the amount of Twenty Percent (20%) of the costs associated with the Holiday Decor and Program Management only. CITY authorized additional services shall be allowed a COMPLETION OF INSTALLATION payment in the amount of Twenty-Five Percent (25%) of the approved costs associated with the additional services.

4. Within ten (10) business days of CONTRACTOR submitting invoice to CITY regarding de-installation of all Holiday Elements, CONTRACTOR shall be paid the FINAL payment in the amount of the remainder of the actual costs associated with the Holiday Decor and Program Management and additional services only.

5. CONTRACTOR shall submit an itemized statement monthly to CITY for maintenance and non-holiday services. Documentation for each invoice shall include details and a description of work performed on each date and include an itemized list of purchases.

6. Within ten (ten) business days of CONTRACTOR submitting an invoice to CITY regarding the year-round Citywide Decorative Lighting annual LED twinkle light change-out, CONTRACTOR shall be paid the INITIAL payment in the amount of Fifty Percent (50%) of the costs associated with this work only. Documentation must detail the current tree count and provide the timeline for the work.

7. Within ten (10) business days of CONTRACTOR submitting an invoice to CITY regarding the year-round Citywide Decorative Lighting annual LED twinkle light change-out, CONTRACTOR shall be paid the FINAL payment in the amount of the remainder of the of the actual costs associated with the LED twinkle light change-out only.

DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA 8 B0785-0001\2963276v2.doc

8. CONTRACTOR shall submit an itemized statement to CITY for its services performed during the milestone payment schedule set forth above, which shall include documentation setting forth a detailed description of the services rendered. Documentation should include details and description of work performed and itemized list of purchases for each element. CONTRACTOR acknowledges that CITY funds are released on a check schedule, which may vary from month-to-month.

Payment Schedule:

Item Timeline Amount
Holiday Upon contract execution 50%
Commencement 20%
Completion of installation 20%
Completion of removal 10%
Holiday Additional Services Upon written approval 65%
Completion of Installation 25%
Completion of Removal 10%
Maintenance and non-holiday
items
Monthly Invoice 100%
Year-round citywide decorative
lighting annual LED twinkle
light change-out
Upon written approval 50%
Upon completion 50%
DocuSign Envelope ID: 9ED08D88-BCB6-4A16-852E-A8BA61ACF5BA Certificate Of Completion
Envelope Id: 9ED08D88BCB64A16852EA8BA61ACF5BA Status: Sent Subject: Complete with DocuSign: Utopia Worldwide Inc. (351-22) AM3.pdf Source Envelope:

Document Pages: 8 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Jazmin Rosas
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
5/16/2024 8:22:16 AM
Holder: Jazmin Rosas
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Norman Kahn
[email protected]
CEO
Utopia Worldwide Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.55.131.44
Sent: 5/16/2024 8:42:26 AM
Viewed: 5/16/2024 10:14:42 AM
Signed: 5/20/2024 2:11:42 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: 208.87.233.201
Sent: 5/20/2024 2:11:44 PM
Viewed: 5/20/2024 2:34:57 PM
Signed: 5/20/2024 2:35:13 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.56.131.73
Sent: 5/20/2024 2:35:14 PM
Resent: 5/21/2024 10:02:00 AM
Viewed: 5/21/2024 12:32:11 PM
Signed: 5/21/2024 12:32:45 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: 198.245.189.166
Sent: 5/21/2024 12:32:47 PM
Viewed: 5/21/2024 4:33:42 PM
Signed: 5/21/2024 4:33:51 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.91.216.14
Sent: 5/21/2024 4:33:53 PM
Viewed: 5/21/2024 9:41:11 PM
Signed: 5/21/2024 9:41:19 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: 192.5.3.140
Signed using mobile
Sent: 5/21/2024 9:41:21 PM
Resent: 5/22/2024 2:58:42 PM
Resent: 5/23/2024 1:25:58 PM
Viewed: 5/23/2024 1:52:45 PM
Signed: 5/23/2024 1:53:02 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 5/23/2024 1:53:05 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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/16/2024 8:42:26 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Envelope Updated Security Checked 5/20/2024 7:35:14 AM
Payment Events Status Timestamps
B0785-0001\2948870v1.doc
AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND HOUSEKEYS, INC. FOR

AFFORDABLE HOUSING PROGRAM CONSULTING SERVICES
NAME OF CONSULTANT: Housekeys, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Candice Testa, Director of Multi-family Housing Division
CONSULTANT’S ADDRESS: 358 Digital Drive
Morgan Hill, CA 95037
Attention: Candice Testa, Director of Multifamily Housing Division CONSULTANT’S E.I.N./TAX I.D. NO.: 84-3000525
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Masa Alkire, City Planner
COMMENCEMENT DATE: November 7, 2023
TERMINATION DATE: November 7, 2024 (original termination date), unless extended pursuant to Section
2 of the Agreement
November 7, 2026 (extended pursuant to
this Amendment No. 1)
CONSIDERATION: Original Agreement:

Not to exceed $137,300.00 at the rates set
forth in Exhibit B
Amendment No. 1 Not to exceed:

Fiscal Year 2024-2025: Additional $150,000
Fiscal Year 2025-2026: Additional $150,000
Total Not to Exceed: $437,300
DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 B0785-0001\2948870v1.doc
2 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND HOUSEKEYS, INC. FOR

AFFORDABLE HOUSING PROGRAM CONSULTING SERVICES
This Amendment No. 1 is to that certain Agreement the City of Beverly Hills (hereinafter called "CITY") and Housekeys, Inc. (hereinafter called "CONSULTANT") dated November 7, 2023, and identified as Contract No. 607-23 (“Agreement”).

RECITALS
A. CITY entered into a written Agreement with CONSULTANT for affordable housing program consulting services.

B. CITY and CONSULTANT desire to amend the Agreement to extend the termination date, continue ongoing program administration, and compensate CONSULTANT for the additional services.

NOW, THEREFORE, the parties agree as follows:

Section 1. The TERMINATION DATE shall be amended as stated on the cover page.

Section 2. The CONSIDERATION shall be amended as stated on the cover page.

Section 3. Exhibit A, “Scope of Work”, shall be amended and restated as attached hereto and incorporated herein.

Section 4. Exhibit B, “Schedule of Payment and Rates”, shall be amended as attached hereto and incorporated herein.

Section 5. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect.

DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 B0785-0001\2948870v1.doc
3 EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
LESTER J. FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
___________________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: Housekeys, Inc.

JULIUS NYANDA
Chief Executive Officer and Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_________________________ __________________________

LAURENCE WIENER NANCY HUNT-COFFEY
City Attorney City Manager
__________________________

MICHAEL FORBES
Director of Community Development
__________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
__________________________

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 B0785-0001\2948870v1.doc

EXHIBIT A

SCOPE OF WORK
Original Agreement:

I. SCOPE OF WORK
CONSULTANT shall perform the following services:

Task
No.

Task Description Timing
1 Complete Review of City’s Draft Affordable Housing
Guidelines and develop Program Application and
Compliance guides for each Affordable Housing Program: 1) Rental Program, 2) Homeownership Program
By Month 3 of 12 of
1 st Year Contract
Term

1. Program Application Guide – Prospective Renters

2. Program Participation Guide – Existing Tenants

3. Program Compliance Guide – Developers and Leasing
Professionals
a. Initial Lease-Up and Application Processing
b. Annual Compliance
i. Tenant Certification
ii. Project Certification

4. Program Application Guide – Prospective Buyers

5. Program Participation Guide – Existing Homeowners

6. Program Compliance Guide for Developers, Loan
Officers, and Real Estate Agents
By Month 6 of 12 of
1 st Year Contract
Term
2 Update Preference/Priority Criteria with Lottery Process and Preference Confirmation Documentation and Procedures
By Month 3 of 12 of
1 st Year Contract
Term
3 Complete Annual Compliance Cert for Existing Projects and Tenants
By Month 6 of 1st
Year Contract Term
4 The following are ongoing Day-to-Day Program
Administration Services that will be available to the City during the contract term:

1. Applicant and Developer Inquiries

2. Onboarding new Applications

3. Applicant Orientation and FAQ Events

4. Annual Compliance Certifications

5. Marketing Projects, Rent Calculations, and Renter
Eligibility Screening

6. Program Material Updates and Ongoing Support
Ongoing for full
Contract Term
DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 B0785-0001\2948870v1.doc
5 CONSULTANT services will be provided by a well-qualified team under the direction of Candice Testa, who will serve as Project Manager and be resonsible for the day-to-day delivery of services.

As Project Manager, Candice will be CITY’s primary point of contact for all project activities.

II. INFECTIOUS DISEASE
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONSULTANT shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONSULTANT shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

Amendment No. 1:

I. SCOPE OF WORK
CONSULTANT shall perform the following services:

Task
No.

Task Description Timing
4 The following are ongoing Day-to-Day Program
Administration Services that will be available to CITY during the Agreement term:

7. Applicant and Developer Inquiries

8. Onboarding new Applications

9. Applicant Orientation and FAQ Events

10. Annual Compliance Certifications

11. Marketing Projects, Rent Calculations, and Renter
Eligibility Screening

12. Program Material Updates and Ongoing Support
Ongoing for Full
Agreement Term
CONSULTANT services will be provided by a well-qualified team under the direction of Candice Testa, who will serve as Project Manager and be responsible for the day-to-day delivery of services. As Project Manager, Candice Testa will be CITY’s primary point of contact for all project activities.

DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 B0785-0001\2948870v1.doc
6 II. INFECTIOUS DISEASE
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

B. CONSULTANT shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. CONSULTANT shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 B0785-0001\2948870v1.doc
7 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services required in Exhibit A in a total amount not to exceed Four Hundred Thirty-Seven Thousand Three Hundred Dollars ($437,300), at the rates set forth in this Exhibit.
# TASK COST
1 Complete Onboarding of Program and Kick-Off New Contract. This amount is due upon execution of Contract $12,500.00
2 Ongoing Program Administration – Paid Monthly $10,400.00 per month
($124,800)
Total $137,300.00
# TASK 2024-2025 2025-2026
1 Ongoing Program Administration – Paid Monthly $12,500.00 per month
$12,500.00
per month
$150,000/yr. $150,000/yr.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this agreement. Each invoice shall itemize the services rendered during the billing period and amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: 607BCB3B-3216-49E2-B980-9FC4F54B7433 Certificate Of Completion
Envelope Id: 607BCB3B321649E2B9809FC4F54B7433 Status: Sent Subject: Complete with DocuSign: Amendment No. 1 - Housekeys Inc. - Affordable Housing Program - FY24-25 BPO Source Envelope:

Document Pages: 7 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/10/2024 10:40:40 AM
Holder: Evelin Welch
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Julius Nyanda
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 50.235.168.131
Sent: 5/10/2024 10:49:57 AM
Resent: 5/10/2024 10:52:12 AM
Resent: 5/10/2024 10:52:17 AM
Viewed: 5/10/2024 11:47:31 AM
Signed: 5/10/2024 11:47:55 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Michael Forbes
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/10/2024 11:47:56 AM
Viewed: 5/10/2024 4:01:40 PM
Signed: 5/10/2024 4:01:53 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: 198.245.189.166
Sent: 5/10/2024 4:01:54 PM
Viewed: 5/12/2024 7:57:08 PM
Signed: 5/12/2024 7:57:18 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/12/2024 7:57:20 PM
Resent: 5/13/2024 4:46:25 PM
Resent: 5/13/2024 4:52:08 PM
Resent: 5/14/2024 8:42:03 AM
Viewed: 5/14/2024 10:32:54 AM
Signed: 5/14/2024 10:32:58 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Deborah R. Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 5/14/2024 10:33:00 AM
Viewed: 5/14/2024 10:36:58 AM
Signed: 5/14/2024 10:37:12 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2024 10:37:14 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
City Manager
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2024 10:37:14 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Jessika Vasquez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/10/2024 10:49:57 AM
Envelope Updated Security Checked 5/10/2024 10:52:12 AM Envelope Updated Security Checked 5/13/2024 4:46:20 PM
Envelope Updated Security Checked 5/13/2024 4:46:20 PM
Envelope Updated Security Checked 5/13/2024 4:46:20 PM
Envelope Updated Security Checked 5/13/2024 4:46:20 PM
Payment Events Status Timestamps
B0785-0001\1145578v2.doc
AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND PAYMENTUS

CORPORATION TO MODERNIZE UTILITY BILLING

PAYMENT AND NOTIFICATION SERVICES
NAME OF CONTRACTOR: Paymentus Corporation
RESPONSIBLE PRINCIPAL Dushyant Sharma, CEO
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 11605 N. Community House Road Suite 300 Charlotte, NC 28277
Attention: Jessica Galbraith,
Senior Client Success Manager
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Jeff S. Muir, Director of Finance
COMMENCEMENT DATE: April 10, 2018
TERMINATION DATE: June 30, 2021 (original agreement)
June 30, 2022 (as extended pursuant to
Section 2 by letter dated April 2021)
June 30, 2023 (as extended pursuant to Section 2 by
letter dated April 11, 2022)
June 30, 2024 (as extended in Amendment No. 5)
June 30, 2025 (as extended in Amendment No. 6)
CONSIDERATION: Original Agreement:

FY 17-18: Not to exceed $7,500.00
FY 18-19: Not to exceed $30,000.00
FY 19-20: Not to exceed $30,000.00
FY 20-21: Not to exceed $30,000.00
FY 21-22 (if extended): Not to exceed $30,000.00
FY 22-23 (if extended): Not to exceed $30,000.00
Amendment No. 1:

FY 19-20: Not to exceed $50,000.00
FY 20-21: Not to exceed $50,000.00
(Continues Next Page)
DocuSign Envelope ID: DB786593-C262-474C-AE30-70AFCBFA22FF 2 B0785-0001\1145578v2.doc
Amendment No. 2:

FY 20-21: Not to exceed $110,000.00
FY 21-22 (if extended): Not to exceed $140,000.00
FY 22-23 (if extended): Not to exceed $175,000.00
Amendment No. 3:

No Cost Amendment
Amendment No. 4:

FY 21-22: Additional $4,367.61
FY 17-18: Not to exceed $7,500.00
FY 18-19: Not to exceed $30,000.00
FY 19-20: Not to exceed $50,000.00
FY 20-21: Not to exceed $110,000.00
FY 21-22: Not to exceed $144,367.61
FY 22-23: Not to exceed $175,000.00
Amendment No. 5:

FY 23-24: Additional $175,000.00
FY 17-18: Not to exceed $7,500.00
FY 18-19: Not to exceed $30,000.00
FY 19-20: Not to exceed $50,000.00
FY 20-21: Not to exceed $110,000.00
FY 21-22: Not to exceed $144,367.61
FY 22-23: Not to exceed $175,000.00
FY 23-24: Not to exceed $175,000.00
Amendment No. 6:

FY 24-25: Additional $175,000.00
(Not to exceed $30,000.00 passthrough fees and
Not to exceed $145,000.00 service fees, as more
particularly described in Exhibit B-1)
FY 17-18: Not to exceed $7,500.00
FY 18-19: Not to exceed $30,000.00
FY 19-20: Not to exceed $50,000.00
FY 20-21: Not to exceed $110,000.00
FY 21-22: Not to exceed $144,367.61
FY 22-23: Not to exceed $175,000.00
FY 23-24: Not to exceed $175,000.00
FY 24-25: Not to exceed $175,000.00
Total not to exceed: $866,867.61
DocuSign Envelope ID: DB786593-C262-474C-AE30-70AFCBFA22FF 3 B0785-0001\1145578v2.doc
AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND PAYMENTUS

CORPORATION TO MODERNIZE UTILITY BILLING

PAYMENT AND NOTIFICATION SERVICES
This Amendment No. 5 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Paymentus Corporation (hereinafter called "CONTRACTOR") dated April 10, 2018 and identified as Contract No. 144-18, as amended by Amendment No. 1, dated July 30, 2020 and identified as Contract No. 400-20, and as further amended by Amendment No. 2 dated April 1, 2021 and identified as Contract No. 86-21, and as further amended by Amendment No. 3 dated July 12, 2022 and identified as Contract No. 449- 22, and as further amended by Amendment No. 4 dated August 25, 2022 and identified as Contract No. 542-22, and as further amended by Amendment No. 5 dated June 27, 2023 and identified as Contract No. 337-23 (hereinafter collectively referred to as “Agreement”).

CITY and CONTRACTOR desire to amend the Agreement.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Termination Date is hereby amended as set forth on the cover page.

Section 2. The Consideration is hereby amended as set forth on the cover page.

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

DocuSign Envelope ID: DB786593-C262-474C-AE30-70AFCBFA22FF 4 B0785-0001\1145578v2.doc
EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation

LESTER FRIEDMAN
Mayor of the City of Beverly Hills, California
ATTEST:
________________________ (SEAL)

HUMA AHMED
City Clerk
CONSULTANT: Paymentus Corporation
___________________________________

DUSHYANT SHARMA
CEO
___________________________________

PETER FANOUS
SVP of Mid Markets
[Signatures continue]
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
JEFF S. MUIR
Director of Finance
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: DB786593-C262-474C-AE30-70AFCBFA22FF Certificate Of Completion
Envelope Id: DB786593C262474CAE3070AFCBFA22FF Status: Sent Subject: Complete with DocuSign: Amendment No. 6 Paymentus.doc Source Envelope:

Document Pages: 4 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Sivan Levin
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: 198.245.189.181
Record Tracking
Status: Original
4/15/2024 2:26:25 PM
Holder: Sivan Levin
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Dushyant Sharma
[email protected]
President and CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 104.184.118.39
Sent: 4/15/2024 2:28:18 PM
Resent: 4/16/2024 11:25:59 AM
Resent: 4/16/2024 11:26:31 AM
Viewed: 4/16/2024 11:26:36 AM
Signed: 4/16/2024 11:26:44 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Peter Fanous
[email protected]
Senior Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 142.169.18.115
Signed using mobile
Sent: 4/15/2024 2:28:18 PM
Viewed: 4/15/2024 7:54:43 PM
Signed: 4/15/2024 7:54:56 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.90.73.20
Signed using mobile
Sent: 4/16/2024 11:26:45 AM
Resent: 4/17/2024 10:02:38 AM
Viewed: 4/17/2024 10:37:26 AM
Signed: 4/17/2024 10:37:38 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/17/2024 10:37:39 AM
Viewed: 4/17/2024 11:34:01 AM
Signed: 4/17/2024 11:34:08 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Jeff S. Muir
[email protected]
Director of Finance
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.6.122.53
Sent: 4/17/2024 11:34:10 AM
Resent: 4/17/2024 11:35:50 AM
Resent: 4/17/2024 2:18:07 PM
Viewed: 4/17/2024 2:54:37 PM
Signed: 4/17/2024 2:55:00 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: 4/17/2024 2:55:02 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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jill Doohen
[email protected]
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 4/16/2024 11:26:46 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Shani Parker
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 4/16/2024 11:26:46 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/15/2024 2:28:18 PM
Payment Events Status Timestamps
B0785-0001\2930456v1.doc

AMENDMENT OF LEASE
THIS AMENDMENT OF LEASE (this “Amendment”) is dated as of ________________, 2024, and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”), and GENUINE PARTS COMPANY, a Georgia corporation (“Tenant”).

R E C I T A L S
A. Landlord and Tenant entered into that certain Lease dated July 1, 2021 (the “Lease”), pursuant to which City agreed to lease and demise to Tenant, and Tenant agreed to lease and accept from City, premises in the City of Beverly Hills, County of Los Angeles, State of California (the “Premises”) at 345 Foothill Blvd.

B. No Memorandum of Lease was recorded.

C. The Lease expires on June 30, 2024, and Landlord and Tenant now desire to amend the Lease to extend the term thereof, and provide for the recording of a Memorandum of Lease.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree as follows:

A G R E E M E N T

1. Extension of Term; No Extension Options. The Term of the Lease is hereby extended to June 30, 2026, and all of the terms of the Lease shall apply to the extension, including, without limitation terms as to rent and all other payments of the type and in the amount(s) payable under the Lease for the month prior to the first month of the extension. Tenant shall have no extension options or other rights to extend the Term beyond June 30, 2026.

2. Counterparts. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, taken together, shall be deemed to be one and the same instrument.

3. Memorandum of Lease. Upon its execution and delivery of this Amendment, Tenant shall concurrently execute and deliver a duly acknowledged counterpart of a Memorandum of Lease in the form attached hereto as Exhibit “A”. The City Manager of Landlord shall have the authority to execute and record such Memorandum of Lease.

4. DocuSign. The parties may use DocuSign to execute and deliver this Amendment, but Tenant must deliver an executed original of the Memorandum of Lease to Landlord, duly acknowledged, so that it can be executed and recorded by Landlord.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment of Lease as of the date first written above.

DocuSign Envelope ID: 97B54869-C713-494E-8403-659F49534B78 B0785-0001\2930456v1.doc
LANDLORD: CITY OF BEVERLY HILLS
By:

Lester J. Friedman, Mayor
ATTEST:
____________________________
Huma Ahmed, City Clerk
APPROVED AS TO CONTENT:
______________________________
Nancy Hunt-Coffey, City Manager
APPROVED AS TO FORM:
______________________________
Laurence S. Wiener, City Attorney
TENANT: GENUINE PARTS COMPANY
By: ___________________________
Daniel Wilson, Division Vice President

DocuSign Envelope ID: 97B54869-C713-494E-8403-659F49534B78 B0785-0001\2930456v1.doc
EXHIBIT “A”

FORM OF MEMORANDUM OF LEASE
(Attached.)
DocuSign Envelope ID: 97B54869-C713-494E-8403-659F49534B78 B0785-0001\2930456v1.doc

RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:

City of Beverly Hills
455 North Rexford Drive
Beverly Hills, California 90210
Attn: City Clerk
(Space Above Line For Recorder’s Use)
Exempt from Recording Fees under California Government Code 27383.

MEMORANDUM OF LEASE
THIS MEMORANDUM OF LEASE (this “Memorandum”) is dated as of __________________, 2024, and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”), and GENUINE PARTS COMPANY, a Georgia corporation (“Tenant”).

R E C I T A L S
A. Landlord and Tenant entered into that certain Lease dated July 1, 2021 (the “Lease”), pursuant to which City agreed to lease and demise to Tenant, and Tenant agreed to lease and accept from City, premises in the City of Beverly Hills, County of Los Angeles, State of California (the “Premises”) at 345 Foothill Blvd.

B. A Memorandum of Lease was not recorded.

C. Landlord and Tenant have entered into an Amendment of Lease dated substantially concurrently herewith (“Lease Amendment”) and Landlord and Tenant desire to execute and record this Memorandum for the Lease as so amended.

A G R E E M E N T
NOW, THEREFORE, Landlord and Tenant hereby incorporate the Lease and Amendment to Lease herein by this reference.

IN WITNESS WHEREOF, Landlord and Tenant have executed this Memorandum.

LANDLORD: CITY OF BEVERLY HILLS
By:

Nancy Hunt-Coffey, City Manager
TENANT:

GENUINE PARTS COMPANY
By: ___________________________
Daniel Wilson, Division Vice President
DocuSign Envelope ID: 97B54869-C713-494E-8403-659F49534B78 B0785-0001\2930456v1.doc
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.

DocuSign Envelope ID: 97B54869-C713-494E-8403-659F49534B78 B0785-0001\2930456v1.doc
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer
completing this certificate verifies only
the identity of the individual who signed
the document to which this certificate is
attached, and not the truthfulness,
accuracy, or validity of that document.

DocuSign Envelope ID: 97B54869-C713-494E-8403-659F49534B78 Certificate Of Completion
Envelope Id: 97B54869C713494E8403659F49534B78 Status: Sent Subject: Complete with DocuSign: Amendment of Lease - Genuine Parts Company Source Envelope:

Document Pages: 6 Signatures: 2 Envelope Originator:

Certificate Pages: 2 Initials: 0 Jonathan Gernes
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
3/12/2024 5:01:42 PM
Holder: Jonathan Gernes
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Daniel Wilson
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 136.228.205.207
Sent: 3/13/2024 9:12:00 AM
Resent: 3/19/2024 8:35:43 AM
Resent: 3/26/2024 1:10:00 PM
Viewed: 3/26/2024 8:14:51 PM
Signed: 3/26/2024 8:14:57 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Bruce Galloway for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 3/26/2024 8:14:58 PM
Viewed: 3/27/2024 6:52:36 AM
Signed: 3/27/2024 6:52:43 AM
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: 3/27/2024 6:52:44 AM
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
Lester J. Friedman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Logan Phillippo
[email protected]
Real Property Development Manager
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 3/13/2024 9:11:59 AM
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/13/2024 9:12:00 AM
Payment Events Status Timestamps