Beverly Hills City Council
June 18, 2024

AGENDA REPORT
Meeting Date: June 18, 2024
Item Number:

To: Honorable Mayor & City Council
From: Jeff S. Muir, Director of Finance
Tatiana Szerwinski, Assistant Director of Finance
Anthony Rodstein, Purchasing Services Manager
Adrian Popescu, Purchasing Analyst
Sharmin Allidina, Purchasing Analyst

Subject: APPROVAL OF AGREEMENTS AND AMENDMENTS WITH
VARIOUS VENDORS FOR PROVISION OF ANNUAL SERVICES;
AND

APPROVAL OF BLANKET PURCHASE ORDERS FOR SUPPLIES
AND SERVICES FOR THE CITY’S DEPARTMENTS IN THE TOTAL
NOT-TO-EXCEED AMOUNT OF $86,851,225.88 FOR FISCAL YEAR
2024-25
Attachments: 1. Fiscal Year 2024-25 Blanket Purchase Orders

2. Agreements for City Council approval

3. Amendments for City Council approval

RECOMMENDATION
Staff recommends the City Council:
1) Approve the annual Citywide blanket purchase orders identified on Attachment 1 in the total amount of $86,851,225.88 for Fiscal Year (or “FY”) 2024-25; 2) Approve the agreements (Attachment 2) and amendments (Attachment 3) from the following departments summarized on the next page;
3) Waive formal bidding requirements applicable to the procurement of waterworks supplies and approve the issuance of blanket purchase orders to Core & Main LP, Famcon Pipe and Supply, Ferguson Enterprises, LLC, S&J Supply Company, Inc., and Western Water Works Supply Co. for waterworks parts and supplies; and Meeting Date: June 18, 2024

4) Waive formal bidding requirements applicable to the procurement of advertising and notices (legal and non-legal) and approve the issuance of blanket purchase orders to the Beverly Hills Weekly, and Michael Villalpando dba Park La Brea News/Beverly Press for as-needed legal and display advertising.

Departments Number of
Agreements
Number of
Amendments
Total
Information Technology (IT) 8 0 8
City Clerk’s Office (CC) 3 0 3
Community Development (CD) 2 1 3
Community Services (CS) 1 0 1
Finance (FIN) 0 1 1
Human Resources (HR) 2 0 2
Police (PD) 1 0 1
Public Works (PW) 2 6 8
Total 19 8 27
ITEM 1 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE CITY OF GLENDALE FOR CRIME LABORATORY SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $193,750.

Comment: Provides for a one-year agreement in an amount not-to-exceed $193,750, and a FY 2024-25 purchase order in an amount not-to-exceed $193,750. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (PD) ITEM 2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JLEE ENGINEERING, INC. FOR PLAN REVIEW SERVICES AND
SUPPLEMENTAL CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT TO-EXCEED AMOUNT OF $530,000.

Comment: Provides for a three-year agreement with the option for two additional one-year extensions in an amount not-to-exceed $1,590,000, and a FY 2024-25 purchase order in an amount not-to-exceed $530,000.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G).

Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
Meeting Date: June 18, 2024

ITEM 3 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT TO-EXCEED AMOUNT OF $220,000.

Comment: Provides for a three-year agreement with the option for two additional one-year extensions in an amount not-to-exceed $660,000, and a FY 2024-25 purchase order in an amount not-to-exceed $220,000.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G).

Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 4 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND AARNA TECHNOLOGIES LLC, DBA: ATL FOR INFORMATION TECHNOLOGY
DEVELOPMENT AND PROJECT CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2023-24 IN THE NOT-TO-EXCEED AMOUNT OF $256,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $256,000, and a FY 2024-25 purchase order in an amount not-to-exceed $256,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (IT) ITEM 5 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CDW

GOVERNMENT, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $360,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $360,000, and a FY 2024-25 purchase order in an amount not-to-exceed $360,000. Consultant’s services include consulting related to network security, data systems, and administration. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (IT)
Meeting Date: June 18, 2024

ITEM 6 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FIRST TEK, INC. FOR INFORMATION TECHNOLOGY CONSULTING SERVICES

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $195,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $195,000, and a FY 2024-25 purchase order in an amount not-to-exceed $195,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (IT) ITEM 7 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ISSQUARED, INC. FOR NETWORK ENGINEERING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $125,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $125,000, and a FY 2024-25 purchase order in an amount not-to-exceed $125,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (IT) ITEM 8 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND MAINLINE

INFORMATION SYSTEMS, LLC FOR INFORMATION TECHNOLOGY
CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $3,200,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $3,200,000, and a FY 2024-25 purchase order in an amount not-to-exceed $3,200,000. Consultant’s services are primarily related to the City’s video security initiatives, and as needed hardware, software, and equipment.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (IT) Meeting Date: June 18, 2024

ITEM 9 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND SERVICES RELATED TO THE CITY’S DOCUMENT AND RECORDS MANAGEMENT
SYSTEM; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $400,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $400,000, and a FY 2024-25 purchase order in an amount not-to-exceed $400,000. Computer software and software maintenance services are exempted from the City’s bidding requirements per the Beverly Hills Municipal Code, 3-3-112(E). (IT)
ITEM 10 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND UPTOWN

SERVICES, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES RELATED TO NETWORK INFRASTRUCTURE; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $350,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $350,000, and a FY 2024-25 purchase order in an amount not-to-exceed $350,000. Consultant’s services include plant engineering, installation coordination, facilities and network planning, network documentation, and project support. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3- 112(G). (IT)
ITEM 11 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND VIDEO TO IP CONSULTING SERVICES, INC. RELATED TO THE CITY’S IP VIDEO SYSTEMS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $125,000.

Comment: Provides for a one-year agreement in an amount not-to-exceed $125,000, and a FY 2024-25 purchase order in an amount not-to-exceed $125,000. Consultant’s services are related to the City’s computing infrastructure including hardware, software, and related equipment in support of the IP video systems. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (IT)
Meeting Date: June 18, 2024

ITEM 12 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND STAR SPORTS THEATRE ARTS AND RECREATION, INC. DBA STAR
EDUCATION FOR AFTERSCHOOL INSTRUCTION THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $700,000.

Comment: Provides for a three-year agreement in an amount not-to-exceed $2,100,000, and a FY 2024-25 purchase order in an amount not-to-exceed $700,000. Contractor’s services include the provision of afterschool programming for the Beverly Hills Unified School District Expanded Learning Opportunities Program (ELOP) grant program. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G)
ITEM 13 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND TRIMAX

SYSTEMS LLC FOR ON-CALL INTEGRATION SERVICES FOR

SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA) SYSTEM SUPPORT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $311,310.

Comment: Provides for a three-year agreement with the option for two additional one-year extensions in an amount not-to-exceed $782,788.60, and a FY 2024-25 purchase order in an amount not-to-exceed $311,310.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code, 3-3-112(G). (PW) ITEM 14 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ACLARA TECHNOLOGIES LLC FOR SOFTWARE DELIVERABLES AND SERVICES.

Comment: Provides for a five-year agreement with the option for one additional one-year extension in an amount not to exceed $391,917.75, and a FY 2024- 25 purchase order in an amount not-to-exceed $117,812.55. Computer software and software maintenance services are exempted from the City’s bidding requirements per the Beverly Hills Municipal Code, 3-3-112(E). (PW) ITEM 15 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND BH

COURIER ACQUISITION, LLC TO PROVIDE ADVERTISING AND NOTICES (LEGAL AND NON-LEGAL); AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $348,998.20.

Comment: Provides for a one-year agreement and a FY 2024-25 purchase order in an amount not-to-exceed $348,998.20. These services are recommended for award following a formal bid process (RFB No. 25-070-01). (CC)
Meeting Date: June 18, 2024

ITEM 16 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND BEVERLY

HILLS WEEKLY TO PROVIDE ADVERTISING AND NOTICES (LEGAL AND NON-LEGAL); AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $216,620.

Comment: Provides for a one-year agreement and a FY 2024-25 purchase order in an amount not-to-exceed $216,620. These services are recommended for award following the direction received from the City Council at the May 7, 2024 Study Session meeting (SS Item A-2). Staff requests Council waive the bidding requirements applicable for these services per Beverly Hills Municipal Code, 3-3-204(D) (CC).

ITEM 17 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); AND APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $129,245.

Comment: Provides for a one-year agreement and a FY 2024-25 purchase order in an amount not-to-exceed $129,245. These services are recommended for award following the direction received from the City Council at the May 7, 2024 Study Session meeting (SS Item A-2). Staff requests Council waive the bidding requirements applicable for these services per Beverly Hills Municipal Code, 3-3-204(D) (CC).

ITEM 18 AUTHORIZE THE CITY MANAGER TO APPROVE AN AGREEMENT

BETWEEN THE CITY OF BEVERLY HILLS AND GEORGE HILLS
COMPANY INC. FOR THIRD PARTY GENERAL LIABILITY CLAIMS
ADMINISTRATION; AND

AUTHORIZE THE CITY MANAGER TO APPROVE A PURCHASE ORDER
FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF
$185,000.

Comment: Provides for a three-year agreement in the not-to-exceed amount of $555,000 and a FY 2024-25 purchase order in an amount not-to-exceed $185,000. Contractor’s services include the administration of the City’s General Liability claims. The City used a cooperative contract made available from Los Angeles County (RFP No. RMB-2023-01, Contract No. AO-24-404) to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code, 3-3-205. (HR)
Meeting Date: June 18, 2024

ITEM 19 AUTHORIZE THE CITY MANAGER TO APPROVE AN AGREEMENT

BETWEEN THE CITY OF BEVERLY HILLS AND CORVEL CORPORATION

FOR THIRD PARTY WORKERS COMPENSATION CLAIMS
ADMINISTRATION; AND

AUTHORIZE THE CITY MANAGER TO APPROVE A PURCHASE ORDER
FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF
$324,289.

Comment: Provides for a three-year agreement with the option for two additional one-year extensions in the not-to-exceed amount of $1,738,988 and a FY 2024-25 purchase order in an amount not-to-exceed $324,289.

Contractor’s services include the administration of the City’s Workers Compensation claims. The City used a cooperative contract made available from the City of Del Mar and City of Solana Beach (RFP No. 2022-07) to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code, 3-3-205. (HR)
ITEM 20 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $1,000,000.

Comment: Amends Agreement No. 675-19 originally approved by the City Manager on December 26, 2019. This amendment will increase the consideration by an additional $1,000,000 for a total not-to-exceed consideration amount of $3,377,787 and provides for a FY 2024-25 purchase order in an amount not-to-exceed $1,000,000. (PW)
ITEM 21 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $173,100.

Comment: Amends Agreement No. 637-19 originally approved by the City Council on November 19, 2019. This amendment will extend the termination date of this agreement to June 30, 2025 and provides for a FY 2024-25 purchase order in an amount not-to-exceed $173,100. (PW) Meeting Date: June 18, 2024

ITEM 22 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $160,000.

Comment: Amends Agreement No. 492-20 originally approved by the City Council on September 15, 2020. This amendment will extend the termination date of the agreement to June 30, 2025 and increase the consideration by an additional $160,000 for a total not-to-exceed consideration amount of $617,600, and provides for a FY 2024-25 purchase order in an amount not-toexceed $160,000. (PW) ITEM 23 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $200,000.

Comment: Amends Agreement No. 493-20 originally approved by the City Council on September 15, 2020. This amendment will extend the termination date of the agreement to June 30, 2025 and increase the consideration by an additional $200,000 for a total not-to-exceed consideration amount of $700,000, and provides for a FY 2024-25 purchase order in an amount not-toexceed $200,000. (PW) ITEM 24 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $3,300,000.

Comment: Amends Agreement No. 351-22 originally approved by Council on June 14, 2022. This amendment will extend the termination date of the agreement to June 30, 2025 and increase the consideration by $3,300,000 for a total not-to-exceed consideration amount of $9,600,000, and provides for a FY 2024-25 purchase order in an amount not-to-exceed $3,300,000. (PW) Meeting Date: June 18, 2024

ITEM 25 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND HOUSEKEYS, INC. FOR AFFORDABLE HOUSING PROGRAM CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.

Comment: Amends Agreement No. 607-23 originally approved by Council on November 7, 2023. This amendment increases the consideration by an additional $150,000 for FY 2024-25 and $150,000 for FY 2025-26 for a total not-to-exceed consideration amount of $437,300, and provides for a FY 2024- 25 purchase order in an amount not-to-exceed $150,000. (CD) ITEM 26 AMENDMENT NO. 6 TO THE AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND PAYMENTUS CORPORATION TO MODERNIZE
UTILITY BILLING PAYMENT AND NOTIFICATION SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2024-25 IN THE NOT-TO-EXCEED AMOUNT OF $175,000.

Comment: Amends Agreement No. 144-18 originally approved by Council on April 10, 2018. This amendment will extend the termination date of the agreement to June 30, 2025 and increase the consideration by an additional $175,000 for a total not-to-exceed consideration amount of $866,867.61, and provides for a FY 2024-25 purchase order in an amount not-to-exceed $175,000. (FIN)
ITEM 27 AMENDMENT OF LEASE BY AND BETWEEN THE CITY OF BEVERLY HILLS AND GENUINE PARTS COMPANY DBA NAPA AUTO PARTS AT 345 FOOTHILL ROAD.

Comment: Amends Agreement No. 358-21 originally approved by Council on June 1, 2021. This amendment will extend the termination date of the agreement to June 30, 2026. As part of the approval of the original agreement at the June 1, 2021 City Council Regular Session (Item E-13), the City Council authorized the City Manager to execute all purchase orders and change orders to this vendor throughout the term of the lease. Therefore, no purchase order approval by the Council is necessary for this item. (PW)

INTRODUCTION
Beverly Hills Municipal Code (“BHMC”) Section 3-3-103 requires the issuance of purchase orders to any vendor providing goods, supplies, materials or services to the City. As opposed to issuing a purchase order for every transaction, repetitive and pre-specified purchases can benefit from blanket purchase order (“BPO”) issuance. BPOs streamline the purchasing process by enabling the City to issue one consolidated purchase order to a vendor for goods or services at a pre-determined price or rate that remains in effect for the entire fiscal year. BPOs may also be issued each year for multi-year contracts approved by the City Council. This process ensures that expenditures in any given year of a multi-year contract term are carefully measured and accounted for in each department’s budget.

Meeting Date: June 18, 2024

In developing the list of BPOs for the upcoming fiscal year, the Finance Department works collaboratively with all City departments, which obtain pricing from vendors with repetitive and recurring purchasing activity and also to project expenditures on an annual scale instead of an individual transaction basis. These projections result in BPOs of various amounts described herein. The goods and services indicated on a BPO are provided by vendors on an as-needed basis throughout the fiscal year, but the stability of secured pricing if and when goods and services are requested is a benefit to the City. Due to the nature of some of the goods and services provided, agreements may also be required.

This report requests the City Council approve 19 agreements and eight (8) amendments related to annual purchases and services, as well as authorize the issuance of 97 BPOs described herein.

DISCUSSION
Each fiscal year, the City issues BPOs to vendors that provide goods and services to City departments. By issuing vendors one BPO rather than individual purchase orders for each transaction, the City:
• Increases its efficiency;
• Saves money through better pricing due to economies of scale; • Helps departments reduce delays in obtaining goods or services necessary to perform their duties; and
• Provides greater fiscal transparency in departmental expenditures through the disclosure of an entire fiscal year’s worth of anticipated expenses with major vendors.

Citing an example to illustrate the efficiency of BPOs, last year’s BPO report contained a request for a BPO with Univar USA Inc. for the purchase of water treatment plant chemicals, in the not-to-exceed amount of $101,900.70. As of this report date, the City has placed 16 orders with this vendor for chemicals during the current fiscal year. Council’s approval of this BPO resulted in the issuance of a single purchase order used to conduct an entire fiscal year’s worth of purchasing activity with this vendor, as opposed to staff issuing 16 individual purchase orders each time there was a need for a chemical order.

The requirements and approval limits pertaining to purchase orders are outlined by the BHMC, supplemented by administrative regulation. When small purchases are consolidated into one large BPO purchase, the City receives the added benefit and protection of formal bidding and/or exemption from bidding that requires City Council or City Manager approval. While agreements may be executed for one or more years, a purchase order associated with an agreement carries a term of one fiscal year.

As it relates to services, BPOs are issued to identify specific projects or task orders under an agreement, or to encumber an annual amount for a single fiscal year associated with a multi-year contract.

Meeting Date: June 18, 2024

Bidding Requirements and Exceptions
In making a purchasing decision, the City may conduct a bid, in which award is generally made to the lowest responsive and responsible bidder, or through a Request for Proposal (RFP) solicitation, which can be awarded by assessing the following factors in addition to cost:
• The reliability of a product;
• The ability of a vendor to provide continuing service; • Current usage of proprietary products by the City;
• Timely availability, quality, location; and
• Vendor experience and performance.

The amounts for the agreements, amendments, and BPOs listed in this report were determined following bidding efforts described above and in compliance with BHMC Section 3-3-204. Where applicable, exceptions to bidding requirements (BHMC Section 3-3-112) and alternative bidding procedures (BHMC Section 3-3-205) are noted. Two BPO requests (refer to Attachment 1: BPO #85 – Core & Main LP; and #87 – Ferguson Enterprises, LLC) for the purchase of waterworks supplies involves an exception to the City’s bidding award procedures that require Council approval due to the purchase amounts involved.

As it relates to these BPO requests, City staff solicited an annual bid for various types of waterworks supplies. Staff intended to award BPOs to multiple bidders based on the lowest bid received for each type of waterworks supply. Five (5) bidders responded to the solicitation but in reviewing the bid results, it was apparent that two bidders (Ferguson Waterworks, LLC and Core & Main LP) made obvious errors on six (6) of the bid line items.

Pursuant to BHMC Section 3-3-204, Staff is requesting the City Council waive the bidding requirements applicable for this process so the City can issue BPOs to all five vendors that responded to the bid. This is in the best interest of the City, as staff can purchase waterworks supplies from any of the five vendors, depending on the lowest price that be obtained for any given purchase or project.

Staff is also requesting the City Council waive the bidding requirements pertaining to the procurement of advertising and notices (legal and non-legal). Staff conducted a formal bidding process for these services (Request for Bid No. 25-070-01, published on March 15, 2024). The City received bids from all three (3) locally adjudicated newspaper publications within the City: BH Courier Acquisition, LLC (“Courier”), Beverly Hills Weekly (“Weekly”), and Michael Villalpando dba Park La Brea News/Beverly Press (“Press”). The results of the bid were presented to the City Council at the May 7, 2024 Study Session meeting (SS Item A-2). At this meeting, Council authorized award of the Legal Notices and Display Advertising Bid to the Courier for FY 2024-25 because it continues to have the highest publication circulation in Beverly Hills amongst the three publications. Council also agreed to award contracts to the Weekly and the Press for as-needed legal notices and display advertising using billing rates proportioned in relation to each publication’s Beverly Hills rate of circulation compared to the Courier’s. The requested waiver of bidding requirements (pursuant to BHMC Section 3-3-204) applies only to the agreements with the Weekly and the Press because the agreement with the Courier is recommended for award through the formal bid process associated with Request for Bid No. 25-070-01.

Meeting Date: June 18, 2024

BPO Approval Authority and Benefits
Pursuant to BHMC Section 3-3-107, the BPOs being presented in this report (Attachment 1) require City Council approval as the total not-to-exceed amount of each BPO exceeds $100,000. BPOs with amounts less than $100,000 are approved by the City Contracting Officer corresponding with the Purchasing Levels and purchase amounts indicated in BHMC 3-3-107.

BPOs are issued for the convenience of the City and its operational needs, and affords the City purchasing flexibility in the following ways:
• A BPO can be canceled at any time at the City’s sole discretion; • The amount associated with any BPO is a not-to-exceed amount, therefore the City is under no obligation to spend any or all funds encumbered by a BPO; and • All BPOs automatically expire on June 30 at the end of the respective fiscal year.

BPO Year-Over-Year Comparison
The vendors and dollar amounts listed in Attachment 1 are for items which are included in the Fiscal Year 2024-25 budget and total $86,851,225.88. For comparison, BPO requests for previous years are included as follows:

FY 2022-23 FY 2023-24 FY 2024-25
Requested BPO Amount $39,622,301.18 $57,172,325.68 $86,851,225.88 No. of BPOs 63 94 97
No. of Agreements 11 12 19
No. of Amendments 4 4 8
Variation from year to year reflects the readiness of individual requests to be included on the Finance Department’s annual agenda item. The preparation for this annual report begins in March of each year and there is an extensive Citywide coordination to compile the necessary BPO projections, bidding, and documentation required. BPO requests that are not ready by the internal deadlines set by the Finance Department for this annual request are presented as separate items for approval by the City Council from departments throughout the fiscal year. This fiscal year’s BPO requests represent an increase of $29,678,900.20 compared to last year.

While some variation is due to fluctuations in existing BPO amounts by vendor, this year’s list of BPOs includes large-dollar requests that were not included in last year’s report because they are new engagements, continuing engagements involving a new BPO amount more than $100,000, or were otherwise presented to Council independently by a department last fiscal year. Examples of these BPOs are summarized in the table below, which serves to account for the overall increase in BPO value from the previous fiscal year:

BPO # VENDOR DESCRIPTION COMMENT AMOUNT
50 68
Covered 6, LLC
Nastec
International
Armed Uniform Security
Services (Patrol, Real
Time Watch Center,
City Hall Detail, Security
– Unhoused Individuals)
FY2023-24 POs were presented
to Council for approval
independently by Policy &
Management Department
$7,032,559.00
41 Beverly Hills
Unified School
District
Joint Powers
Agreement for Use of
District Properties
FY2023-24 PO were presented to
Council for approval
independently by Community
Services Department
$14,100,000.00
Meeting Date: June 18, 2024

39 Axon Enterprise,
Inc.

Axon Body, In-Station,
In-Car Cameras, and
Taser System
FY2023-24 PO were presented to
Council for approval
independently by Police
Department
$811,918.59
64 Los Angeles
County
Mental Health
Evaluation Team
FY2023-24 PO was presented to
Council for approval
independently by Police
Department
$352,000.00
90 Parking Concepts,
Inc.

Operation of Certain
Parking Facilities
FY2023-24 PO was presented to
Council for approval
independently by Public Works
Department
$2,169,382.02
40 42
67 BH Courier
Beverly Weekly
Beverly Press
Advertising & Notices
(Legal and Non-Legal)
FY2023-24 POs were presented
to Council for approval
independently by the City Clerk’s
Office
$644,863.20
3 Merchants
Building
Maintenance
Custodial Services
Citywide
(Ongoing/Regular and
As-Needed)
FY 2023-24 BPO - $1,856,139
FY 2024-25 BPO - $4,380,984
(Increase of $2,524,845. FY 2023-
24 BPO amount consisted of a
partial fiscal year. New agreement
Council approved during FY 2023-
24 necessitated a separate
additional BPO authorization. The
FY 2024-25 BPO amount on this
line consolidates both BPOs from
last year.)
$2,524,845.00
19 Mainline
Information
Systems
Hardware, Software &
Services for Citywide
Community Video
Security Projects
FY 2023-24 BPO - $1,785,000
FY 2024-25 BPO - $3,200,000
(Increase of $1,415,000)
$1,415,000.00
55 George Hills
Company Inc.

Third Party General
Liability Claims
Administration
During approval of the previous
agreement, Council also
authorized the City Manager to
approve all POs for this
engagement during the term of
the agreement. This is a new
agreement and POs for each
fiscal year will be presented to
Council for approval via the
annual BPO report
$185,000.00
49 Corvel
Corporation
Third Party Workers
Compensation Claims
Administration
During approval of the previous
agreement, Council also
authorized the City Manager to
approve all POs for this
engagement during the term of
the agreement. This is a new
agreement and POs for each
fiscal year will be presented to
Council for approval via the
annual BPO report
$324,289.00
Misc. Balance of aggregate BPO
additions and deletions, and
amount increases and decreases
compared to the previous fiscal
year
$119,043.39
TOTAL: $29,678,900.20
Meeting Date: June 18, 2024

The Finance Department’s annual BPO request to Council is intended to accommodate most typical situations involving the need for an agreement, amendment, or purchase order approval. However, where an appropriation or additional detail is required regarding an agreement, amendment or purchase order, departments will present such items directly to Council for approval rather than include them in the Finance Department’s annual report.

FISCAL IMPACT
Funds for each of the BPOs requested in Attachment 1 are included in the Fiscal Year 2024-25 budget, which is anticipated to be adopted by City Council on June 18, 2024.

The total of all blanket purchase orders requested within this report is $86,851,225.88.

Tatiana Szerwinski,
Assistant Director of Finance
Jeff S. Muir,
Director of Finance
Approved By Approved By
Attachment 1
ATTACHMENT 1:

FISCAL YEAR 2024-25 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 1 350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
BEVERLY HILLS ACQUISITION, LLC PUBLIC GARDENS MAINTENANCE AND SOD REPLACEMENT ($223,992); INSURANCE ($180,000); OTHER MAINTENANCE ($10,000)
$413,992.00
2 350 BUILDING AND FACILITIES

MAINTENANCE

FACILITIES ENGINEERING

SERVICE AND SUPPLIES
GEORGE S. HALL, INC. FACILITIES ENGINEERING OPERATIONS/MECHANICAL MAINTENANCE ONGOING/REGULAR ($2,940,300); FACILITIES ENGINEERING
OPERATIONS/MECHANICAL MAINTENANCE AS-NEEDED ($528,346);

GENERAL FACILITIES MAINTENANCE AT TENANT LOCATIONS
ONGOING/REGULAR ($304,033); GENERAL FACILITIES MAINTENANCE AT TENANT LOCATIONS AS-NEEDED ($66,794)
$3,839,473.00
3 350 BUILDING AND FACILITIES

MAINTENANCE

JANITORIAL MAINTENANCE

SERVICE AND SUPPLIES
MERCHANTS BUILDING MAINTENANCE, LLC CUSTODIAL SERVICES CITYWIDE ONGOING/REGULAR ($3,349,238); ASNEEDED CUSTODIAL SERVICES ($401,060); PARK DEBRIS PICKUP / AMENITIES / ONGOING/REGULAR ($630,686)
$4,380,984.00
4 350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE

SGD ENTERPRISES DBA FOUR SEASONS

LANDSCAPING
LANDSCAPE SERVICES AT BURTON WAY MEDIAN $123,600.00
5 350 BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
WEST COAST ARBORISTS INC CITYWIDE TREE TRIMMING AND MAINTENANCE ($1,305,000); TREE REMOVAL AND REPLACEMENT ($450,000)
$1,755,000.00
TOTAL BUILDING AND FACILITIES MAINTENANCE: $10,513,049.00 6 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

AARNA TECHNOLOGIES W/AGREEMENT INFORMATION TECHNOLOGY DEVELOPMENT AND PROJECT CONSULTING

SERVICES
$256,000.00
7 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
AT&T MOBILITY II, LLC WIRELESS SERVICES $681,790.90
8 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
CDW GOVERNMENT W/AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES $360,000.00 9 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

CDW GOVERNMENT INFORMATION TECHNOLOGY MISCELLANEOUS HARDWARE, SOFTWARE

AND EQUIPMENT
$1,800,000.00
10 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

CITY OF GLENDALE JOINT POWERS AUTHORITY (JPA) FOR INTERAGENCY COMMUNICATIONS

INTEROPERABILITY SYSTEM INCLUDING MOTOROLA SERVICE AGREEMENT,

SYSTEM UPGRADES, APPORTIONED SHARE OF SERVICE UPGRADES
($167,147.60), JPA ANNUAL DUES ($50,000)
$217,147.60
11 350 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
CLEAN ENERGY RENEWABLE NATURAL GAS AND LOW CARBON FUEL $200,000.00 12 350 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

MOTOR VEHICLE PARTS AND

ACCESSORIES
DANA SAFETY SUPPLY UPFITTING PUBLIC SAFETY VEHICLES $250,000.00 13 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
DELL MARKETING L.P. DELL COMPUTERS, HARDWARE, SOFTWARE AND EQUIPMENT AS-NEEDED $500,000.00 14 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

CAPTIONING FOR CITY COUNCIL AND COMMISSION MEETINGS
$153,781.16
15 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

ANNUAL MAINTENANCE AND SUPPORT
$266,435.54
16 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

INTEGRATED MEDIA TECHNOLOGIES ANNUAL MAINTENANCE AND SUPPORT FOR EXTREME NETWORK GEAR

AND NETWORK SECURITY APPLIANCES
$167,366.18
17 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
ISSQUARED, INC W/AGREEMENT NETWORK ENGINEERING SERVICES $125,000.00 18 350 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
KAR-MACHINE INC. DBA CALIFORNIA WEST

COAST PAINT & BODY SHOP W/

AMENDMENT
VEHICLE BODY REPAIR AND PAINTING SERVICES $200,000.00
19 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

MAINLINE INFORMATION SYSTEMS

W/AGREEMENT

SERVICES FOR CITYWIDE COMMUNITY VIDEO SECURITY PROJECTS AND

OTHER CITYWIDE INITIATIVES, INCLUDING RELATED HARDWARE,

SOFTWARE, AND EQUIPMENT, AS-NEEDED
$3,200,000.00
20 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

METASOURCE, LLC W/ AGREEMENT OPENTEXT KOFAX SUPPORT AND SERVICES RELATED TO THE CITY'S

DOCUMENT IMAGING AND RECORDS MANAGEMENT
$400,000.00
21 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
MOTOROLA SOLUTIONS, INC. MOTOROLA TWO WAY TALK RADIO ($6836); MOTOROLA RADIOS AND

RADIO RELATED HARDWARE, SOFTWARE AND EQUIPMENT AS-NEEDED ($1,200,000)
$1,206,836.00
22 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

SERVICE LICENSING AND MAINTENANCE
$216,944.00
23 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

CITYWIDE MICROSOFT SUITE
$473,200.00
24 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

TOWNE COMMUNICATIONS, INC AVAYA TELECOMMUNICATIONS SYSTEMS MAINTENANCE AND SUPPORT, REDSKY 9-11 ANYWHERE MAINTENANCE AND SUPPORT, BBX VUESION

MAINTENANCE AND SUPPORT, AND MUTARE GIST MAINTENANCE AND

SUPPORT
$218,291.70
25 350 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
TRUMAN ARNOLD COMPANIES GASOLINE AND RENEWABLE DIESEL FUEL PURCHASES $1,075,000.00 26 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

TYLER TECHNOLOGIES, INC ANNUAL MAINTENANCE AND SUPPORT FOR MUNIS ENTERPRISE RESOURCE PLANNING (CITYWIDE); AEGIS LICENSING AND SUPPORT FOR CAD/RMS (FIRE AND POLICE); BRAZOS MAINTENANCE ECITATION, HOSTING, FIELD INTERVIEW (POLICE); SWITRS SOURCE CODE ESCROW

MAINTENANCE & STATE ACCIDENT MAINTENANCE (POLICE)
$700,000.00
27 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

VIDEO TO IP CONSULTING SERVICES, INC

W/AGREEMENT
CONSULTING SERVICES FOR INFORMATION TECHNOLOGY $125,000.00 28 310 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
XEROX CAPITOL SERVICES, LLC LEASE OF CITYWIDE MULTIFUNCTION DEVICES (COPY/PRINT/SCAN) $325,000.00 29 350 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
VERIZON COMMUNICATIONS INC. DEDICATED INTERNET ACCESS SERVICE $160,000.00 30 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
VERIZON WIRELESS WIRELESS SERVICES $100,073.60
TOTAL VEHICLES, EQUIPMENT AND INFO SYSTEMS: $13,377,866.68

BUILDING AND FACILITIES MAINTENANCE

VEHICLES, EQUIPMENT AND INFORMATION SYSTEMS
ATTACHMENT 1:

FISCAL YEAR 2024-25 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 31 MULTIPLE MATERIALS AND SUPPLIES MISC. MATERIALS AND SUPPLIES AMAZON.COM SERVICES, INC. OFFICE SUPPLIES AND MISC. ACCESSORIES $318,500.00 32 200 VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

EQUIPMENT - MAINTENANCE

AND MATERIAL
ALLSTAR FIRE EQUIPMENT INC FIRE AND OTHER SAFETY EQUIPMENT $125,274.75 33 MULTIPLE MATERIALS AND SUPPLIES UNIFORMS, SHOES, ETC. GALLS, LLC CLOTHING $485,000.00 34 350 MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES
GRAYBAR ELECTRICAL CO., INC. ELECTRICAL REPLACEMENT PARTS AND COMPONENTS $117,000.00 35 MULTIPLE MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES
GRAINGER HARDWARE, SUPPLIES, SMALL TOOL $277,500.00
36 200 MATERIALS AND SUPPLIES FIRE AND OTHER SAFETY

SUPPLIES
L N CURTIS & SONS FIRE AND OTHER SAFETY EQUIPMENT $200,023.01 37 MULTIPLE MATERIALS AND SUPPLIES OFFICE SUPPLIES ODP BUSINESS SOLUTIONS, LLC OFFICE SUPPLIES $101,050.00 TOTAL MATERIALS AND SUPPLIES: $1,624,347.76
38 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
AAA FLAG & BANNER MFG. CO., INC. BANNER FABRICATION, INSTALLATION, & REMOVAL SERVICES $317,205.00 39 170 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES AXON ENTERPRISE, INC. AXON BODY CAMERAS, IN-STATION CAMERAS, IN-CAR CAMERAS, AND

TASER SYSTEM
$811,918.59
40 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

BH COURIER ACQUISITION, LLC

W/ AGREEMENT
ADVERTISING AND NOTICES (LEGAL AND NON-LEGAL) $348,998.20 41 400 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
BEVERLY HILLS UNIFIED SCHOOL DISTRICT JOINT POWERS AGREEMENT FOR USE OF DISTRICT PROPERTIES; COST

SHARE OF CROSSING GUARD SERVICES AND ONGOING

MAINTENANCE/ADMINISTRATION OF CCTV CAMERAS
$14,100,000.00
42 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
BEVERLY HILLS WEEKLY W/ AGREEMENT ADVERTISING AND NOTICES (LEGAL AND NON-LEGAL) $216,620.00 43 400 YOUTH ONGOING CONTRACTUAL

SERVICES
BREAKTHROUGH SPORTS LLC AQUATIC CLASSES $200,000.00
44 400 LIBRARY ONGOING CONTRACTUAL

SERVICES
CENGAGE LEARNING, INC. LIBRARY MATERIALS SERVICES $172,000.00 45 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES CINTAS CORPORATION W/ AMENDMENT LAUNDRY AND CLEANING SERVICES $173,100.00 46 170 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES CITY OF GLENDALE W/AGREEMENT CRIME LABORATORY SERVICES FOR DNA ANALYSIS $193,750.00 47 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
CITY OF LOS ANGELES (DEPT. OF ANIMAL

SERVICES)
ANIMAL CARE AND CONTROL SERVICES $456,000.00
48 350 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
CITY OF LOS ANGELES (DEPT. OF PUBLIC
WORKS)
BALLONA CREEK TMDL PROJECT COST SHARING $1,877,204.55
49 130 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
CORVEL CORPORATION W/ AGREEMENT THIRD PARTY WORKERS COMPENSATION CLAIMS ADMINISTRATION $324,289.00 50 170 / 400 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
COVERED 6, LLC ARMED UNIFORM SECURITY SERVICE: CITY PATROL AND REAL TIME WATCH CENTER ($6,110,000); ART SHOW SECURITY ($30,000)
$6,140,000.00
51 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
CSG CONSULTANTS, INC. W/AGREEMENT PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $220,000.00 52 050 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
DAPEER, ROSENBLIT & LITVAK LLP MUNICIPAL CODE ENFORCEMENT $770,000.00 53 170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
DATA TICKET, INC. PARKING CITATION AND PERMIT MANAGEMENT SYSTEM $650,000.00 54 310 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
FIRST TEK, INC W/AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES RELATED TO CITYWIDE EGOV PROJECTS AND DOCUMENT IMAGING$195,000.00 55 130 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
GEORGE HILLS COMPANY INC. W/

AGREEMENT
THIRD PARTY GENERAL LIABILITY CLAIMS ADMINISTRATION $185,000.00 56 350 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES HF&H CONSULTANTS, LLC SOLID WASTE CONSULTING SERVICES $135,000.00 57 120 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
HINDERLITER, DE LAMAS & ASSOCIATES TAX AUDIT/DISCOVERY SERVICES $170,000.00 58 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
HOUSEKEYS, INC. W/AMENDMENT AFFORDABLE HOUSING PROGRAM CONSULTING SERVICES $150,000.00 59 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
JAS PACIFIC PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $139,000.00 60 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
JLEE ENGINEERING, INC. W/AGREEMENT PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $530,000.00 61 270 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
JLEE ENGINEERING, INC SOFT-STORY SEISMIC PLAN REVIEW $50,000.00 62 120 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
JPMORGAN CHASE BANK, N.A. MERCHANT PROCESSING FEES $105,000.00 63 130 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
LIEBERT CASSIDY WHITMORE LEGAL SERVICES RELATED TO: LABOR RELATIONS ($100,000); NEGOTIATIONS ($100,000); LITIGATION ($200,000)
$400,000.00
64 170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
LOS ANGELES COUNTY MENTAL HEALTH EVALUATION TEAM $352,000.00 65 350 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

LOS ANGELES COUNTY DEPARTMENT OF

PUBLIC WORKS
LA COUNTY GENERAL SERVICES $144,000.00
66 350 PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES MV TRANSPORTATION, INC. MANAGEMENT, OPERATION, AND MANAGEMENT OF THE CITY'S TRANSIT

SERVICES
$1,027,200.00
67 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

MICHAEL VILLALPANDO DBA PARK LA BREA

NEWS/BEVERLY PRESS W/ AGREEMENT
ADVERTISING AND NOTICES (LEGAL AND NON-LEGAL) $129,245.00 68 010 / 200 /
400

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
NASTEC INTERNATIONAL CITY HALL DETAIL AND AS-NEEDED SECURITY SERVICES ($332,559); SECURITY SUPPORT - UNHOUSED INDIVIDUALS ($530,000); ART SHOW SECURITY ($30,000)
$892,559.00
69 350 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
NEXTECH SYSTEMS TRAFFIC SIGNAL LIGHTS SYNCING SOFTWARE LICENSE AND MAINTENANCE $300,000.00 70 400 YOUTH ONGOING CONTRACTUAL

SERVICES
PARKER-ANDERSON LEARNING CENTER IN-PERSON AND VIRTUAL AFTERSCHOOL INSTRUCTION $400,000.00 71 120 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

PAYMENTUS CORPORATION W/

AMENDMENT
MODERNIZE UTILITY BILLING PAYMENT AND NOTIFICATION SERVICES $175,000.00 72 310 PROFESSIONAL AND

CONTRACTUAL SERVICES
PRINTING AND MAILING QUADIENT INC. (FORMERLY NEOPOST) CITYWIDE POSTAGE FOR CENTRALIZED MAILING $160,000.00 73 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
RED BRICK CORP. PRINTING AND MAILING SERVICES $327,200.00

MATERIALS AND SUPPLIES

PROFESSIONAL AND CONTRACTUAL SERVICES
ATTACHMENT 1:

FISCAL YEAR 2024-25 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 74 010 / 350 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
RICHARDS, WATSON & GERSHON LEGAL SERVICES: RETAINER ($1,458,800); SERVICES OUTSIDE RETAINER ($60,000); LITIGATION ($1,783,000); REAL ESTATE ($5,300); GROUNDWATER ($50,000); SOLID WASTE ($5,802); METRO PROJECT ($99,875)
$3,462,777.00
75 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
ROBERT HALF INTERNATIONAL, INC. TEMPORARY STAFFING SERVICES $522,000.00 76 350 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

SAFE SIDEWALKS INCORPORATED DBA

PRECISION CONCRETE CUTTING W/

AMENDMENT
SIDEWALK SURVEY INSPECTION AND ON-CALL TRIP HAZARD REMOVAL $1,000,000.00 77 400 YOUTH ONGOING CONTRACTUAL

SERVICES

STAR SPORTS THEATRE ARTS AND
RECREATION INC. DBA STAR EDUCATION

W/AGREEMENT
AFTERSCHOOL PROGRAM INSTRUCTION THROUGH THE CITY’S

COMMUNITY SERVICES DEPARTMENT
$700,000.00
78 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
TOWN AND COUNTRY EVENT RENTALS, INC. AS-NEEDED SPECIAL EVENT EQUIPMENT RENTALS $160,000.00 79 170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
UNIVERSAL PROTECTION SERVICE, LP STAFFING & MAINTENANCE OF BEVERLY HILLS CITY JAIL $933,160.53 80 310 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
UPTOWN SERVICES, LLC W/AGREEMENT IT CONSULTING SERVICES RELATED TO NETWORK INFRASTRUCTURE $350,000.00 81 350 PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
UTOPIA WORLDWIDE, INC. W/ AMENDMENT YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND HOLIDAY DÉCOR $3,300,000.00 82 170 PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
VITAL MEDICAL SERVICES, LLC MEDICAL SERVICES IN THE CITY'S JAIL FACILITY $277,200.00 TOTAL PROFESSIONAL AND CONTRACTUAL SERVICES: $43,642,426.87 83 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM ACLARA TECHNOLOGIES LLC SOFTWARE DELIVERABLES AND SUPPORT $117,812.55 84 350 ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL
ARAKELIAN ENTERPRISES, INC. COMMERCIAL SOLID WASTE SERVICES ($10,418,380); RESIDENTIAL SOLID WASTE SERVICES ($1,889,078); STREET SWEEPING ($168,000); STREETS - SPOILS REMOVAL ($14,519); WATER DISTRIBUTION - SPOILS REMOVAL ($39,153)
$12,529,130.00
85 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM CORE & MAIN LP WATERWORKS SUPPLIES $160,000.00 86 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM FAMCON PIPE & SUPPLY WATERWORKS SUPPLIES $200,000.00 87 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM FERGUSON ENTERPRISES, LLC WATERWORKS SUPPLIES $130,000.00 88 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM HACH COMPANY W/ AMENDMENT CHEMICAL REAGENTS $160,000.00 89 350 ENTERPRISE FUND OPERATIONS PARKING OPERATIONS INTERNATIONAL PARKING SYSTEMS (IPS GROUP)
SINGLE & MULTI-SPACE METER MANAGEMENT $535,000.00
90 350 ENTERPRISE FUND OPERATIONS PARKING OPERATIONS PARKING CONCEPTS, INC. OPERATION OF CERTAIN PARKING FACILITIES $2,169,382.02 91 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM S&J SUPPLY COMPANY, INC. WATERWORKS SUPPLIES $100,001.00 92 350 ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL

SGD ENTERPRISES DBA FOUR SEASONS

LANDSCAPING
ALLEYWAY TREE TRIMMING FOR SOLID WASTE $393,900.00
93 350 ENTERPRISE FUND OPERATIONS PARKING OPERATIONS SKIDATA, INC. PARKING ACCESS CONTROL EQUIPMENT AND SOFTWARE (PARCS)

MAINTENANCE AND SERVICE
$135,000.00
94 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM TRIMAX SYSTEMS W/AGREEMENT INTEGRATION SERVICES FOR SCADA SYSTEM $311,310.00 95 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM UNIVAR USA INC. WATER TREATMENT PLANT CHEMICALS $427,000.00 96 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM WECK ANALYTICAL WATER SAMPLING AND ANALYSIS $179,000.00 97 350 ENTERPRISE FUND OPERATIONS WATER SYSTEM WESTERN WATER WORKS SUPPLY CO. WATERWORKS SUPPLIES $146,000.00 TOTAL ENTERPRISE FUND OPERATIONS: $17,693,535.57
$10,513,049.00
$13,377,866.68
$1,624,347.76
$43,642,426.87
$17,693,535.57
$86,851,225.88

ENTERPRISE FUND OPERATIONS
TOTAL:

BUILDING & FACILITIES MAINTENANCE:

VEHICLES, EQUIPMENT, & INFORMATION SYSTEMS:

MATERIALS & SUPPLIES:

PROFESSIONAL & CONTRACTUAL SERVICES:

ENTERPRISE FUND OPERATIONS:

Attachment 2
B0785-0001\2971690v2.doc

AGREEMENT

BETWEEN THE CITY OF BEVERLY HILLS

AND THE CITY OF GLENDALE

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

City of Glendale
131 North Isabel Street
Glendale, CA 91206
Attention: Catherine Nguyen, Laboratory
Director
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark Stainbrook, Chief of Police
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $183,750 including contingency work not to exceed $10,000
Total not to exceed $193,750
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 2 B0785-0001\2971690v2.doc

AGREEMENT

BETWEEN THE CITY OF BEVERLY HILLS

AND THE CITY OF GLENDALE

FOR CRIME LABORATORY SERVICES
This agreement (“Agreement”), dated as of July 1, 2024 (“Effective Date”) is by and between the City of Glendale, a municipal corporation (“Glendale”) and the City of Beverly Hills, a municipal corporation (“Agency”) (collectively, “Parties” or individually “Party”).

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

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

A G R E E M E N T

1. Scope of Services

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

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

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

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

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

DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 3 B0785-0001\2971690v2.doc

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

2. Term

2.1 This Agreement’s term shall be from July 1, 2024 through June 30, 2025, unless terminated earlier in accordance with the provisions of Article 4.

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

2.2.1. In order to facilitate discussions for a continued relationship between the Parties for a renewal of this Agreement, Glendale shall provide to Agency no later than on January 31, 2025:
1) A proposed fee for the Scope of Work to be effective on July 1, 2025; and
2) Proposed rate adjustments for the services set forth in Exhibit “B”.

2.2.2. The Parties shall reach a preliminary decision, by no later than March 1, 2025, on whether to renew this Agreement and on the renewal fee and rate adjustments described immediately above. The Parties acknowledge and agree that said preliminary decision shall be subject to approval by Agency’s City Council. Upon renewal, this Agreement may be subject to new or additional terms and conditions which must be approved in writing by the Parties.

3. Payment

3.1 Agency agrees to pay Glendale the sum of One Hundred Eighty-Three Thousand Seven Hundred Fifty Dollars ($183,750.00) for the processing of DNA samples submitted by Agency to Glendale for analysis. Agency shall make such payment to Glendale on or before September 1, 2024. Attached as Exhibit “B” hereto and incorporated herein by this reference is the quote for 350 samples at $525 per sample.

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

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

DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 4 B0785-0001\2971690v2.doc
b. The full cost of the witness’ salary and benefits while travelling and, if applicable, staying in the area where he/she is to testify.
c. The full cost of the witness’ meals and lodging while travelling to and from and staying in the area where he/she will testify, if applicable. d. Any other expenses that may be incurred by Glendale or the witness in connection with the witness testimony. e. Agency shall pay Glendale the balance of the cost for the testimony of the Glendale employee witness within thirty (30) days after the billing date on the invoice.

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

3.6 Contingency. Agency authorizes an additional amount not to exceed $10,000.00 for work performed by City pursuant to Section 3.3 of this Agreement.

4. Termination

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

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

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

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

4.4 Delivery of Work Product and Final Payment Upon Termination. In the event of termination, Glendale, within thirty (30) days following the date of termination, shall deliver to Agency at Agency’s expense all materials and work product subject to DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 5 B0785-0001\2971690v2.doc
Section 9.2 and shall submit to Agency an invoice showing the services performed, hours worked, and copies of receipts for reimbursable expenses up to the date of termination.

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

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

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

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

5.2. Liability Insurance. Glendale shall maintain or cause to be maintained the following insurance coverage: (1) a policy of commercial general liability with limits of liability not less than one million ($1,000,000) per occurrence and two million ($2,000,000) annual aggregate; and (2) a policy of professional errors and omissions liability with limits of liability not less than one million ($1,000,000) per occurrence/aggregate.

The requirements of this section may be satisfied by the provision of similar coverage through a self-insurance program.

5.3. Automobile Insurance. Glendale shall maintain or cause to be maintained automobile liability insurance covering bodily injury and property damage in an amount no less than One Million Dollars ($1,000,000) combined single limit for each occurrence.

Said insurance shall include coverage for owned, hired, and non-owned vehicles.

The requirements of this section may be satisfied by the provision of similar coverage through a self-insurance program.

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

6. Indemnification
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to Government Code section 895.6, the parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead the parties agree that pursuant to Government Code section 895.4, each party hereto shall DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 6 B0785-0001\2971690v2.doc
fully indemnify and hold each of the other parties, their officers, agents and employees, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, agents, or employees, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, agent, or employee thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, agents, or employees, under or in connections with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement.

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

8. Independent Contractor Status of Glendale and Agency

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

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

9. Records Maintenance, Ownership, and Disclosure

9.1. Glendale shall keep and maintain full and complete documentation and accounting records concerning all services performed that are compensable under this Agreement and shall make such documents and records available to Agency for inspection at any reasonable time upon reasonable notice. Glendale shall maintain such records for a period of four (4) years following completion of work hereunder.

9.2. All original lab reports and supporting documentation shall remain the property and in the custody of Glendale. Copies of lab reports will be provided to Agency upon completion of the cases. Copies of other supporting case documentation shall be provided to Agency only upon specific request for criminal discovery purposes and/or pursuant to subpoena or court order.

DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 7 B0785-0001\2971690v2.doc

9.3 Glendale’s employees, agents, and representatives who provide services under this Agreement shall maintain the confidentiality of all persons involved and evidence/information learned in connection with any request for service under this Agreement and shall not disclose any such information without Agency’s consent or court order.

10. Public Records Act

10.1 Agency acknowledges that this Agreement is a public record. This Agreement, its Exhibits, and all documents produced under this Agreement are subject to the California Public Records Act (Government Code Sections 6250 et seq.), including its exemptions. Agency acknowledges that Glendale has no obligation to notify Agency when a request for records is received.

10.2 Agency shall identify in advance all records, or portions of them, that Agency believes are exempt from production under the Public Records Act.

10.3 If Agency claims a privilege against public disclosure or otherwise objects to the records’ disclosure, then:
(1) Agency may, when notified by Glendale of the request, seek protection from disclosure by timely applying for relief in a court of competent jurisdiction; or (2) At the request of Agency, Glendale may either decline to produce the requested information, or redact portions of the documents and produce the redacted records.

10.4 If Agency fails to identify one or more protectable documents, in Glendale’s sole discretion, and without its being in breach of this Agreement or its incurring liability to Agency, Glendale may produce the records— in whole, in part, or redacted— or may decline to produce them.

10.5 Agency shall indemnify, defend (including Agency’s providing and paying for legal counsel for Glendale), and hold harmless Glendale, its officers, agents, employees, and representatives from and against all liability, claims, suits, demands, damages, fines, penalties, costs, or expenses arising out of or alleging Glendale’s refusal to publicly disclose one or more records that Agency identifies as protectable, or asserts is protectable.

11. Authority
Each undersigned hereby represents and warrants that he or she has authority to execute and deliver this Agreement on behalf of the party designated above the undersigned’s signature line.

12. Audit
Upon Agency’s reasonable request, Glendale shall make available to Agency during normal business hours documents permitting an audit of services under this Agreement. Such DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 8 B0785-0001\2971690v2.doc
documents shall include information relating but not limited to the following: verifying evidence chain of custody processes, evidence testing procedures, security and personnel access, and timeframes related to obtaining results.

13. Statutory Compliance
Glendale agrees to comply with all applicable federal, state, and local laws, regulations, statutes and policies applicable to the services provided under this Agreement as they exist now and as they are changed, amended or modified during the term of this Agreement. Glendale’s failure to comply, after notice and opportunity to cure, shall be cause for termination. Glendale’s failure to comply shall not give rise to liability absent Glendale’s willful misconduct or gross negligence.

14. Demand for Assurance
Each party to this Agreement undertakes the obligation that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. “Commercially reasonable” includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance. Nothing in this section limits either party’s right to terminate this Agreement pursuant to Article 4.

15. Notices
All notices, invoices, and payments shall be made in writing and shall be given by personal delivery, U.S. Mail first class, U.S. Mail certified, courier service, facsimile, or email. Notices, invoices, and payments shall be addressed as follows:

AGENCY: City of Beverly Hills
Police Department
Attention: Captain Elisabeth Albanese
464 N. Rexford Drive
Beverly Hills, CA 90210
Tel. No. 310-285-2142
Fax No. 310-246-9854
Email: [email protected]
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 9 B0785-0001\2971690v2.doc
GLENDALE: City of Glendale
Police Department
Attention: Dr. Catherine Nguyen, Laboratory Director
131 N. Isabel Street,
Glendale, CA 91206
Tel. No. 818 937-8667
Fax No. 818 507-0967
Email: [email protected]
All written notices or correspondence sent in the described manner will be presumed “given” to a party on whichever date occurs earliest:
(1) The date of personal delivery;
(2) The third (3rd) business day following deposit in the U.S. mail, when sent by “first class” mail;
(3) The date on which the PARTY or its agent either signed the return receipt or refused to accept delivery, as noted on the return receipt or other U.S.

Postal Service form, when sent by “certified” mail; or
(4) The date of transmission, when sent by facsimile or email.

At any time, by providing written notice to the other party, Glendale or Agency may change the place, or facsimile number, for giving notice.

16. Nondiscrimination
The parties to this Agreement shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, religion, sex, marital status, age, medical condition, pregnancy, disability, sexual orientation or other prohibited basis.

17. Miscellaneous Provisions

17.1. No Waiver of Breach. The waiver by either Party of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement.

17.2. Assignment. Neither party hereto shall assign, delegate, or transfer any interest in or duty under this Agreement without the prior written consent of the other, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented.

17.3. Construction. To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statue, ordinance, regulation, or law. The parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions herein shall remain DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 10 B0785-0001\2971690v2.doc
in full force and effect and shall in no way be affected, impaired or invalidated thereby. The parties acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the other. The parties acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement.

17.4. Consent. Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed.

17.5. No Third Party Beneficiaries. Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties.

17.6 Applicable Law. California’s laws govern this Agreement’s construction and interpretation. Unless this Agreement provides otherwise, any reference to laws, ordinances, rules, or regulations include their later amendments, modifications, and successor legislation. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in Los Angeles or the forum nearest to the City of Glendale, in Los Angeles County.

17.7. Headings. All headings or captions in this Agreement are for convenience and reference only. They are not intended to define or limit the scope of any term, condition, or provision.

17.8. Entire Agreement. This Agreement represents the entire and integrated agreement between the parties. This Agreement supersedes all prior and contemporaneous communications, negotiations, understandings, promises and agreements, either oral or written. Neither Agency nor Glendale has made any promises or representations, other than those contained in this Agreement or those implied by law.

The parties may modify this Agreement, or any part of it, by a written amendment with Glendale’s and Agency’s signature.

17.9. Time of Essence. Time is and shall be of the essence of this Agreement and every provision thereof.

17.10. Digital Signatures. A signed copy of this Agreement or any amendment thereto bearing a digital signature, shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such amendment thereto for all purposes, and each digital signature should be given the same legal force and effect as a handwritten signature.
[Signatures Follow]
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 11 B0785-0001\2971690v2.doc
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date.

CITY OF GLENDALE:

By Date: , 2024
John Takhtalian
Assistant City Manager

CITY OF BEVERLY HILLS
By Date: , 2024
Lester J. Friedman
Mayor of the City of Beverly Hills, California
By Date: , 2024
Huma Ahmed [ATTEST]
City Clerk
APPROVED AS TO CONTENT:

By Date: , 2024
Nancy Hunt-Coffey
City Manager
By _____________________________ Date:_____________________, 2024 Mark Stainbrook
Chief of Police
By _____________________________ Date:_____________________, 2024 Sharon L’Heureux Dressel
Risk Manager
By _____________________________ Date:_____________________, 2024 Anthony Rodstein
Purchasing Services Manager
[Signatures Continue]
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C June 10, 2024 | 16:40 PDT
June 10, 2024 | 19:04 PDT
June 11, 2024 | 07:21 PDT
June 11, 2024 | 11:12 PDT
12 B0785-0001\2971690v2.doc
APPROVED AS TO FORM: APPROVED AS TO FORM:

Laurence S. Wiener Ann M. Maurer
City Attorney Chief Assistant City Attorney
City of Beverly Hills City of Glendale
Date: , 2024 Date: , 2024
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C June 10, 2024 | 17:21 PDT June 10, 2024 | 16:34 PDT
13 B0785-0001\2971690v2.doc

EXHIBIT A

SCOPE OF SERVICES
Biological Evidence Examinations
a) Identification of body fluids, (e.g., blood, semen, saliva) b) DNA typing – autosomal
c) Enter DNA profiles into CODIS
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 14 B0785-0001\2971690v2.doc

EXHIBIT B
QUOTE Date: April 24, 2024
City of Glendale
Police Department - Business Office
131 N. Isabel St.

Glendale, CA 91206
Tel No. 818 548-3143 (for payment inquiries)
Tel No. 818 937-8667 (for case inquiries)
TIN: 95-6000714
To: Beverly Hills Police Department
Attn: Detective Bureau Lieutenant
464 N. Rexford Dr.

Beverly Hills, CA 90210
Description of Services Quantity Unit
Cost Line Total
DNA testing (evidence and reference swabs) 350 $525.00 $183,750.00 Total Invoice $183,750.00
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C 15 B0785-0001\2971690v2.doc

EXHIBIT C
DocuSign Envelope ID: 47A9402A-AFA6-4CA6-8AF0-26527689FA3C Certificate Of Completion
Envelope Id: 47A9402AAFA64CA68AF026527689FA3C Status: Sent Subject: Complete with Docusign: CLEAN - City of Glendale Crime Laboratory Services FY 24-25_AM (correct...

Source Envelope:

Document Pages: 15 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Maria Lara
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.168
Record Tracking
Status: Original
6/10/2024 4:10:28 PM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Ann M. Maurer
[email protected]
Chief Assistant City Attorney
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 161.199.85.10
Sent: 6/10/2024 4:28:00 PM
Viewed: 6/10/2024 4:34:34 PM
Signed: 6/10/2024 4:34:43 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John Takhtalian
[email protected]
Deputy City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 161.199.85.10
Sent: 6/10/2024 4:34:45 PM
Viewed: 6/10/2024 4:39:53 PM
Signed: 6/10/2024 4:40:06 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: 107.116.170.106
Signed using mobile
Sent: 6/10/2024 4:40:08 PM
Viewed: 6/10/2024 5:20:59 PM
Signed: 6/10/2024 5:21:14 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: 6/10/2024 5:21:16 PM
Viewed: 6/10/2024 7:04:48 PM
Signed: 6/10/2024 7:04:54 PM
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: 6/10/2024 7:04:57 PM
Resent: 6/10/2024 7:31:29 PM
Viewed: 6/11/2024 7:20:56 AM
Signed: 6/11/2024 7:21:00 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Mark G. Stainbrook
[email protected]
Chief
Beverly Hills Police Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.168
Sent: 6/11/2024 7:21:03 AM
Resent: 6/11/2024 7:31:39 AM
Resent: 6/11/2024 10:12:59 AM
Viewed: 6/11/2024 11:12:34 AM
Signed: 6/11/2024 11:12:42 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cindy Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2024 11:12:46 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
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 6/10/2024 4:28:00 PM
Payment Events Status Timestamps
1 B0785-0001\2936860v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
JLEE ENGINEERING, INC. FOR PLAN REVIEW SERVICES AND

SUPPLEMENTAL CONSULTING SERVICES
NAME OF CONSULTANT: JLEE Engineering, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Jae Lee, President and Chief Finance Officer CONSULTANT’S ADDRESS: 430 S. Garfield Avenue, Ste. 301 Alhambra, CA 91801 Attention: Jae Lee, President and
CFO
CONSULTANT’S E.I.N/TAX I.D. NO.: 95-4798307
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes,
Director of Community Development
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2027, with an option to extend for two additional one-year terms as described in
Section 2 of the Agreement
CONSIDERATION: Not to exceed:

Fiscal Year (“FY”) 2024-2025: $530,000
FY 2025-2026: $530,000
FY 2026-2027: $530,000
Total not to exceed $1,590,000 at the rates set
forth in Exhibit B.

FY 2027-2028 (if extended): $530,000
FY 2028-2029 (if extended): $530,000
Total not to exceed (if extended) $2,650,000 at the
rates set forth in Exhibit B
DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 2 B0785-0001\2936860v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
JLEE ENGINEERING, INC. FOR PLAN REVIEW SERVICES AND

SUPPLEMENTAL CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and JLEE Engineering, Inc. (hereinafter called “CONSULTANT”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

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

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

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
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.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 3 B0785-0001\2936860v1.doc
(c) Additional Services.

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

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

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

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

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

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement.

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

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

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

Section 11. Insurance.

(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(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, DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 4 B0785-0001\2936860v1.doc
against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’S expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with 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 CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 5 B0785-0001\2936860v1.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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

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

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

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

Section 17. Nondiscrimination. by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 6 B0785-0001\2936860v1.doc
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).

CONSULTANT shall not discriminate against any employee, subconsultant, 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 subconsultants and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 7 B0785-0001\2936860v1.doc
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: JLEE Engineering, Inc.
____________________________________

JAE LEE
President and Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_____________________ ______________________________
LAURENCE S. WEINER 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: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 8 B0785-0001\2936860v1.doc

EXHIBIT A

SCOPE OF WORK
I. SERVICES
A. Upon CITY's written request, CONSULTANT shall provide the following services:

1. Building and Fire Life Safety Plan Review Services
Review architectural, structural, electrical, mechanical, plumbing, grading, drainage, accessibility, energy, green building, landscape, fire and life safety, and smoke control system submittals, plans, and reports for compliance with the California Building Standards Codes, CITY's Municipal Code and other applicable Federal, State, and local laws, policies, ordinances, and regulations. CONSULTANT shall perform site visits as required by CITY to verify existing conditions and better coordinate plan review services.

2. Certified Access Specialist Program ("CASP")
Provide certified CASP professional to review plans, perform site visits, and meet with the public to discuss issues related to State and Federal accessibility compliance.

3. Zoning Plan Review Services
Review plans for compliance with CITY's Municipal Code, conditions as set by CITY staff, commissions, and City Council, and all applicable State and local laws, policies, procedures, and standards. CONSULTANT shall review existing planning and building records to verify compliance conditions.

4. Public Works Engineering Plan Review Services
Perform Map plan review services for compliance with the Subdivision Map Act, CITY's Municipal Code and map checking procedures. CONSULTANT to review tentative maps, final maps, rights of way, vacations, easement deeds, encroachments, and lot line adjustments. CONSULTANT shall assure submittals comply with Conditions of Approval as set by CITY staff, commissions, and the City Council. CONSULTANT shall also review map boundaries, surveys, and field check final monumentation prior to bond exoneration.

CONSULTANT shall prepare all necessary documents for submittal to the County of Los Angeles Public Works Department prior to recording. CONSULTANT shall assist in preparing all City Council staff reports required for approval of such maps, rights of way, vacations, easements, and encroachments.

Review development plans for Storm Water Quality including the National Pollutant Discharge Elimination System (known as NPDES) and Standard Urban Storm Water Mitigation Plan (known as SUSMP), and other applicable Federal, State, and local laws, policies, procedures, and standards. CONSULTANT must have a thorough knowledge of hydrology and hydraulic principles and a good working knowledge of regional and local hydrology and drainage manuals. CONSULTANT shall be required to make independent DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 9 B0785-0001\2936860v1.doc
engineering judgments and recommendations and interact with other CITY Departments and Divisions.

Perform Engineering Review of public utility improvements related to private development including electrical, communications, water and sewer plans and calculations.

CONSULTANT shall have good working knowledge of water systems. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other CITY Departments and Divisions.

Review Street Improvement Plans and Traffic Engineering plans related to private development for compliance with local, County, Caltrans, Americans with Disabilities Act and California Title 24 requirements. These plans will include such elements as streets, striping, signage, sidewalks, curb and gutter, bikeway, street lights, and traffic signals.

CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other CITY Departments and Divisions.

B. All plan review services shall be performed by International Code Council (ICC) or similarly certified plans examiners and/or licensed professional engineers (State of California), with extensive experience in plan review. All staff utilized by CONSULTANT shall be appropriately licensed, registered, and certified as required by the State of California and CITY to perform each of the specific scopes of work.

C. CONSULTANT shall review all plan check applications for accuracy and make all necessary revisions to such items as description, valuation, square footage, type of construction, and use. All plan review correction materials including marked up plans, documents, and plan check correction lists shall be provided in the CITY desired format to the CITY representative immediately upon completion of the plan review at no extra charge to CITY. This process includes delivery of a hard copy of the reviewed plan, correction list and a soft copy emailed at no extra cost to CITY. CONSULTANT shall provide plan and document pick-up and delivery service by courier service at no extra charge to CITY.

D. Provide plan check status reports, statistical reports, and performance and management reports, on a regular basis or upon written request of CITY in the format type requested by CITY (paper or electronic). The information requested may include such information as project name, address, description, square footage, and type of construction, type of review(s) performed, hour(s) required per review, reviewer name, reviewer credentials and turnaround time of plan review(s).

E. In order to meet CITY established standards, the expected turnaround times for plan review are as follows:
• Two (2) weeks for Tenant Improvements, Single Family Residential and Light Commercial projects.
• Four (4) weeks for new Multi-Family Residential and Large Commercial projects. • Five (5) working days for resubmitted Residential and Light Commercial projects. • Fifteen (15) working days for resubmitted Multi-Family Residential and Large Commercial projects.
• Other timetables upon written request of CITY.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 10 B0785-0001\2936860v1.doc
F. CONSULTANT's plan reviewers shall be available to work at CITY upon written request and will be required to access CITY's permitting system to manage and process the assigned work. Plan reviewers shall be available to applicants and CITY personnel for meetings upon request.

G. CITY encourages electronic plan submittal. CONSULTANT shall provide plan review and scope of work services through CITY's Electronic Review systems, ProjectDox by Avolve Technologies, or through other electronic media (i.e. PDF, email, etc.) as required by CITY. Electronic plan reviews will be required to be completed utilizing CITY's ePlan system. System access and training will be provided by CITY to CONSULTANT in accordance with CITY policies and practices. All ePlan records of corrections, approvals, and comments shall be entered in the CITY's system in a manner that is in accordance to customer service standards and policies. If CONSULTANT uses a different electronic plan review process to provide plan review services, CONSULTANT shall provide CITY with the following:

1. ePlan file transfers from CITY to CONSULTANT and CONSULTANT to CITY.

2. ePlan review real-time status of progress.

3. ePlan corrections (red lines), comments, and clarification transfer to CITY for consolidation with other agencies' reviews.

4. Coordination with other reviewing agency's corrections and comments to align correction responses to customer.

5. Recordation of every review cycle and final approval into CITY's ePlan system.

6. CITY's ability to review/use CONSULTANT's system for project information and reports for CITY assigned work.

H. CONSULTANT shall be prepared to effectively develop a method to assist CITY in providing ongoing high quality customer service. CONSULTANT shall assist CITY staff in managing the plan review services for all projects and provide recommendations intended to improve efficiency and cost effectiveness. CONSULTANT shall regularly and effectively communicate with CITY staff and other CITY consultants, and attend meetings as necessary to improve the progress of the work. CONSULTANT shall communicate, cooperate, and team with CITY staff and other CITY consultants to improve project coordination. CONSULTANT shall provide strong emphasis, understanding, and special attention to the management of high profile projects while maintaining work quality, meeting schedules, and staying within budget.

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 Non-Emergency 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.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 11 B0785-0001\2936860v1.doc
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: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 12 B0785-0001\2936860v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of services in accordance with this Agreement, and to the standard of the industry for such work, on an hourly basis utilizing the rate schedule shown in this Exhibit. Compensation shall be in an amount not to exceed Five Hundred Thirty Thousand Dollars ($530,000) for Fiscal Year 2024-2025; Five Hundred Thirty Thousand Dollars ($530,000) for Fiscal Year 2025-2026; and Five Hundred Thirty Thousand ($530,000) for Fiscal Year 2026-2027, for a total not to exceed amount of One Million, Five Hundred Ninety Thousand Dollars ($1,590,000.00); and Five Hundred Thirty Thousand Dollars ($530,000) for Fiscal Year 2027-2028 (if extended); and Five Hundred Thirty Thousand Dollars ($530,000) for Fiscal Year 2028-2029 (if extended), for a total not to exceed (if extended) amount of Two Million Six Hundred Fifty Thousand Dollars ($2,650,000), at the rates set forth in this Exhibit.

FEE SCHEDULE
I. Fee Schedule for Plan Checks and Reviews
A. Unless noted otherwise, all positions in disciplines (building, civil, structural, plumbing, mechanical, electrical, disabled access, drainage, and traffic plan checks) are under the categories of Sr. Plan Check Engineer, Plan Checker, Sr. Plan Examiner, and Plan Examiner.

B. Plan check, recheck, and final reviews charged on the hourly basis as follows:
(There will be no additional charge for the expedited plans.) Principal $150.00
Sr. Plan Check Engineer $135.00
Plan Check Engineer $120.00
Sr. Plan Examiner $110.00
Plan Examiner $100.00
Certified Access Specialist (CASp) $135.00
Fire Plan Reviewer $135.00
Fire Protection Engineer $135.00
Geologist $135.00
Geotechnical Engineer $135.00
Sr. Planner – Zoning Plan Examiner $120.00
Planner – Zoning Plan Examiner $100.00
Permit Technician (ICC Certified) $70.00
P.W. Civil Engineer $120.00
II. Details of Fee Schedule
A. Hourly rates include profit and overhead including non-billable administrative staff.

B. CONSULTANT will pay for the cost of all training, equipment, or materials requierd by CONSULTANT’s staff
C. CITY will not be charged for CONSULTANT staff time to attend training/events provided by CITY.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 13 B0785-0001\2936860v1.doc
III. CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 14 B0785-0001\2936860v1.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
®AUTOMOBILE LIABILITY
®GENERAL LIABILITY
®PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 15 B0785-0001\2936860v1.doc
DocuSign Envelope ID: DFBAF1C3-99A0-4946-8DEB-0EA46CC58661 Certificate Of Completion
Envelope Id: DFBAF1C399A049468DEB0EA46CC58661 Status: Sent Subject: Complete with DocuSign: UPDATED AGREEMENT - J. LEE ENGINEERING INC (JUNE 18, 2024 Council Mtg) Source Envelope:

Document Pages: 15 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Stephanie Murillo
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
5/13/2024 4:18:57 PM
Holder: Stephanie Murillo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jae Lee
[email protected]
Security Level: Email, Account Authentication
(None)
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Michael Forbes
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B0785-0001\2953876v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND

SUPPLEMENTAL CONSULTING SERVICES
NAME OF CONSULTANT: CSG Consultants, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Khoa Duong, Vice President CONSULTANT’S ADDRESS: 3707 W. Garden Grove Blvd., Suite 100 Orange, CA 92868
Attention: Khoa Duong, Vice President
CONSULTANT’S E.I.N./TAX I.D. NO.: 91-2053749
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes,
Director of Community Development
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2027, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Not to exceed:

Fiscal Year (“FY”) 2024-2025: $220,000
FY 2025-2026: $220,000
FY 2026-2027: $220,000
Total not to exceed: $660,000
FY 2027-2028 (if extended): $220,000
FY 2028-2029 (if extended): $220,000
Total not to exceed (if extended): $1,100,000
DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND

SUPPLEMENTAL CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and CSG Consultants, Inc., (hereinafter called “CONSULTANT”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

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

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

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

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
3 (c) Additional Services.

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

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

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

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

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

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

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

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

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(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 DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
4 limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the City Clerk a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability 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 CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
5 (i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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

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

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

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

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

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
6 Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT 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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

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

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
7 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: CSG Consultants, Inc.

CYRUS KIANPOUR
President

NOURDIN KHAYATA
Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. 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: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 8 B0785-0001\2953876v2.doc

EXHIBIT A

SCOPE OF WORK

1.0 SCOPE OF WORK
A. Upon CITY’s written request, CONSULTANT shall provide the following services:

1. Building and Fire Life Safety Plan Review Services
Review architectural, structural, electrical, mechanical, plumbing, grading, drainage, accessability, energy, green building, landscape, fire and life safety, and smoke control system submittals, plans, and reports for compliance with the California Building Standards Codes, CITY's Municipal Code and other applicable Federal, State, and local laws, policies, ordinances, and regulations. CONSULTANT shall perform site visits as required by CITY to verify existing conditions and better coordinate plan review services.

2. Certified Access Specialist Program (“CASp”)
Provide certified CASp professional to review plans, perform site visits and meet with the public to discuss issues related to State and Federal accessibility compliance.

3. Zoning Plan Review Services
Review plans for compliance with CITY's Municipal code, conditions as set by CITY staff, commissions, and City Council, and all applicable State and local laws, policies, procedures, and standards. CONSULTANT shall review existing planning and building records to verify compliance conditions.

4. Public Works Engineering Plan Review Services
Perform Map plan review services for compliance with the Subdivision Map Act, CITY's Municipal Code and map checking procedures. CONSULTANT to review tentative maps, final maps, rights of way, vacations, easement deeds, encroachements, and lot line adjustments. CONSULTANT shall assure submittals comply with Conditions of Approval as set by CITY staff, commissions, and the City Council. CONSULTANT shall also review map boundaries, surveys, and field check final monumentation prior to bond exoneration.

CONSULTANT shall prepare all necessary documents for submittal to the County of Los Angeles Public Works Department prior to recording. CONSULTANT shall assist in preparing all City Council staff reports required for approval of such maps, rights of way, vacations, easements, and encroachments.

Review development plans for Storm Water Quality including NPDES and SUSMP, and other applicable Federal, State, and local laws, policies, procedures, and standards.

CONSULTANT must have a thorough knowledge of hydrology and hydraulic principles and a good working knowledge of regional and local hydrology and drainage manuals.

CONSULTANT shall be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
9 Perform Engineering Review of public utility improvements related to private development including electrical, communications, water and sewer plans and calculations.

CONSULTANT shall have good working knowledge of water systems. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

Review Street Improvement Plans and Traffic Engineering plans related to private development for compliance with local, county, Caltrans, Americans with Disability Act and California Title 24 requirements. These plans will include such elements as streets, striping, signage, sidewalks, curb and gutter, bikeway, street lights, and traffic signals.

CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

B. All plan review services shall be performed by International Code Council (ICC) or similarly certified plans examiners and/or licensed professional engineers (State of California), with extensive experience in plan review. All staff utilized by CONSULTANT shall be appropriately licensed, registered, and certified as required by the State of California and CITY to perform each of the specific scopes of work.

C. CONSULTANT shall review all plan check applications for accuracy and make all necessary revisions to such items as description, valuation, square footage, type of construction, and use.

All plan review correction materials including marked up plans, documents, and plan check correction lists shall be provided in the CITY desired format to the CITY representative immediately upon completion of the plan review at no extra charge to CITY. This process includes delivery of a hard copy of the reviewed plan, correction list and a soft copy e-mailed at no extra cost to CITY. CONSULTANT shall provide plan and document pick-up and delivery service by courier service at no extra charge to CITY.

D. Provide plan check status reports, statistical reports, and performance and management reports, on a regular basis or upon written request of CITY in the format type requested by CITY (paper or electronic). The information requested may include such information as project name, address, description, square footage, and type of construction, type of review(s) performed, hour(s) required per review, reviewer name, reviewer credentials and turn around time of plan review(s).

E. In order to meet CITY established standards, the expected turn around times for plan review are as follows:
· Two (2) weeks for Tenant Improvements, Single Family Residential and Light Commercial projects
· Four (4) weeks for new Multi-family Residential and Large Commercial projects. · Five (5) working days for resubmitted Residential and Light Commercial projects. · Fifteen (15) working days for resubmitted Multi-family Residential and Large Commercial projects.
· Other timetables upon written request of CITY.

F. CONSULTANT’s Plan reviewers shall be available to work at CITY upon request and will be required to access CITY’s permitting system to manage and process the assigned work. Plan reviewers shall be available to applicants and CITY personnel for meetings upon request.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
10 G. CITY encourages electronic plan submittal. CONSULTANT shall provide plan review and scope of work services through CITY’s Electronic Review systems, ProjectDox by Avolve Technologies, or through other electronic media (i.e. PDF, email, etc) as required by CITY.

Electronic plan reviews will be required to be completed utilizing CITY's ePlan system. System access and training will be provided by CITY to CONSULTANT in accordance to CITY policies and practices. All ePlan records of corrections, approvals, and comments shall be entered in the CITY's system in a manner that is in accordance to customer service standards and policies.

If CONSULTANT uses a different electronic plan review process to provide plan review services, CONSULTANT shall provide CITY with the following:

1. ePlan file transfers from CITY to CONSULTANT and CONSULTANT to CITY.

2. ePlan review real-time status of progress.

3. ePlan corrections (red lines), comments, and clarification transfer to CITY for consolidation with other agencies reviews.

4. Coordination with other reviewing agency's corrections and comments to align correction responses to customer.

5. Recordation of every review cycle and final approval into CITY's ePlan system.

6. CITY's ability to review/use CONSULTANT's system for project information and reports for CITY assigned work.

H. CONSULTANT shall be prepared to effectively develop a method to assist CITY in providing ongoing high quality customer service. CONSULTANT shall assist CITY staff in managing the plan review services for all projects and provide recommendations intended to improve efficiency and cost effectiveness. CONSULTANT shall regularly and effectively communicate with CITY staff and other CITY consultants, and attend meetings as necessary to improve the progress of the work. CONSULTANT shall communicate, cooperate and team with CITY staff and other CITY consultants to improve project coordination. CONSULTANT shall provide strong emphasis, understanding, and special attention to the management of high profile projects while maintaining work quality, meeting schedules, and staying within budget.

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.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
11 For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 12 B0785-0001\2953876v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services referenced in Exhibit A in an amount not to exceed Two Hundred Twenty Thousand Dollars ($220,000) for Fiscal Year 2024-2025; Two Hundred Twenty Thousand Dollars ($220,000) for Fiscal Year 2025-2026; and Two Hundred Twenty Thousand Dollars ($220,000) for Fiscal Year 2026-2027 for a total not to exced amount of Six Hundred Sixty Thousand Dollars ($660,000) and; Two Hundred Twenty Thousand Dollars ($220,000) for Fiscal Year 2027-2028 (if extended); and Two Hundred Twenty Thousand Dollars ($220,000) for Fiscal Year 2028-2029 (if extended) for a total not to exceed (if extended) amount of One Million One Hundred Thousand Dollars ($1,100,000) at the following rates:

REVIEW TYPE / ROLE

CURRENT
JULY 1, 2023 - JUNE 30, 2024

ALL INCLUSIVE FEE/ HOURLY RATE
JULY 1, 2024 - JUNE 30, 2025

ALL INCLUSIVE FEE/ HOURLY RATE
Planning & Engineering Plan Review Services
Administrative Assistant $85 $88
Principal Civil Engineer $188 $196
Senior Civil Engineer $162 $168
Traffic Engineer $162 $168
Licensed Land Surveyor $162 $168
Associate Civil Engineer $152 $158
Associate Planner (Zoning Plan Review) $152 $158
Expedited Plan Review 1.5 x Hourly Rate 1.5 x Hourly Rate Building & Fire Plan Review Services
Building Plan Review (ICC Certified) $115 $120
Building Plan Review Engineer, PE $131 $136
Building Plan Review Engineer, SE $152 $158
Senior MEP Plan Reviewer (ICC Certified) $115 $120
Fire Plan Reviewer, FPE $172 $179
Fire Plan Reviewer (ICC Certified) $131 $136
Certified Access Specialist (CASp) $152 $158
Expedited Plan Review 1.5 x Hourly Rate 1.5 x Hourly Rate A. CONSULTANT will pay for the cost of all training, equipment, or materials required by CONSULTANT's staff.

B. CITY will not be charged for the staff time to attend training/events provided by CITY.

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

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 B0785-0001\2953876v2.doc
13 C. On each anniversary of the Agreement start date, CONSULTANT may increase in the hourly rate by providing CITY with thirty (30) days prior written notice based on the annual percentage change in the Consumer Price Index for All Urban Consumers (“CPI-U”) as defined in this Exhibit.

Any increase in the hourly rates shall be based on the same percentage increase during the previous twelve (12) months, in the CPI-U for the Los Angeles-Orange County-Riverside Metropolitan Area (published by the Bureau of Labor Statistics, U.S. Department of Labor), or applying a similar index if the CPI-U is not published or available, less food and energy, to the nearest one dollar.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 14 B0785-0001\2953876v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
®AUTOMOBILE LIABILITY
®GENERAL LIABILITY
®PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 63EFF378-F155-4FE5-A47E-74AAEBD2DF78 Certificate Of Completion
Envelope Id: 63EFF378F1554FE5A47E74AAEBD2DF78 Status: Sent Subject: Complete with DocuSign: NEW Agreement - CSG Consultants, Inc.(June 18 City Council Mtg).pdf Source Envelope:

Document Pages: 14 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Stephanie Murillo
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
5/13/2024 4:30:24 PM
Holder: Stephanie Murillo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Cyrus Kianpour
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.1.231.154
Sent: 5/13/2024 4:45:48 PM
Resent: 5/14/2024 4:01:44 PM
Resent: 5/15/2024 7:57:04 AM
Resent: 5/15/2024 8:09:40 AM
Viewed: 5/15/2024 8:19:30 AM
Signed: 5/15/2024 8:19:43 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nourdin Khayata
[email protected]
Secretary
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 71.202.196.22
Sent: 5/15/2024 8:19:44 AM
Viewed: 5/15/2024 9:03:49 AM
Signed: 5/15/2024 9:03:59 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 5/15/2024 9:04:01 AM
Viewed: 5/15/2024 9:49:52 AM
Signed: 5/15/2024 9:50:04 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: 5/15/2024 9:50:05 AM
Viewed: 5/15/2024 2:36:25 PM
Signed: 5/15/2024 2:36:31 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/15/2024 2:36:32 PM
Resent: 5/15/2024 4:02:51 PM
Viewed: 5/15/2024 4:04:11 PM
Signed: 5/15/2024 4:04:17 PM
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: 75.82.96.174
Sent: 5/15/2024 4:04:20 PM
Viewed: 5/15/2024 4:07:25 PM
Signed: 5/15/2024 4:08:00 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: 5/15/2024 4:08:01 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
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 5/13/2024 4:45:48 PM
Payment Events Status Timestamps
B0785-0001\2948835v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
HILLS AND AARNA TECHNOLOGIES LLC, DBA: ATL FOR

INFORMATION TECHNOLOGY DEVELOPMENT AND PROJECT

CONSULTING SERVICES
NAME OF CONSULTANT: Aarna Technologies LLC, DBA: ATL
RESPONSIBLE PRINCIPAL OF CONSULTANT: Asif Pasha Sheik
CONSULTANT’S ADDRESS: 8105 Rasor Blvd, Suite #282
Plano TX 75024
Attention: Asif Pasha Sheik
CONSULTANT’S E.I.N./TAX I.D. NO.: 83-0825072
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $256,000.00 (includes
applicable taxes) as more fully described in
Exhibit B
DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -2-
B0785-0001\2948835v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
HILLS AND AARNA TECHNOLOGIES LLC, DBA: ATL FOR

INFORMATION TECHNOLOGY DEVELOPMENT AND PROJECT

CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Aarna Technologies LLC, DBA: ATL, (hereinafter called “CONSULTANT”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

Section 2. Time of Performance.

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

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -3-
B0785-0001\2948835v3.doc
(c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

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

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

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

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

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

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

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

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -4-
B0785-0001\2948835v3.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technical Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(5) A policy or policies of Cyber Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per occurrence.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -5-
B0785-0001\2948835v3.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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

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

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

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

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -6-
B0785-0001\2948835v3.doc
Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT 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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Section 21. 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 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -7-
B0785-0001\2948835v3.doc
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:

MAHESWARA KASA
Chief Executive Officer

ASIF PASHA SHEIK
Director

APPROVED AS TO FORM APPROVED AS TO CONTENT
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

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

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -8-
B0785-0001\2948835v3.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall provide project consulting services (the “Services”) related to the expansion of CITY’s online transactional applications to include Java application development, database management, project management, design and implementation of systems, process enhancements, project coordination, acceptance testing, remediation, training and launch support.

In more detail:

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

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

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

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

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

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

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

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

9. Work with internal Information Technology teams to develop a digital experience portal for CITY bringing all online CITY services under one umbrella.

CONSULTANT shall also provide general support for the Services as directed by CITY on an asneeded basis, to include the following:

1. Requirement gathering and analysis.

2. Design and architecture.

3. Development and testing.

4. Deployment and support.

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.

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -9-
B0785-0001\2948835v3.doc
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: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -10-
B0785-0001\2948835v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the work as described in Exhibit A in an amount not to exceed Two Hundred Fifty-Six Thousand Dollars ($256,000), which shall include CONSULTANT’s fee for the Services as well as reimbursement of the actual cost of any equipment, materials and supplies necessary to provide the Services including labor, materials, delivery, tax, assembly and installation, as applicable.

CITY shall pay CONSULTANT compensation at the following rates per hour for scheduled service during normal business hours.

Category Rate
Project Manager 160/hr
Software Architect/ Solutions Architect 160/hr
Innovations Solutions Architect 160/hr
Full Stack AI Architect 175/hr
Data Base Architect 150/hr
Senior Programmer (Java, .Net, Python Other) 130/hr
Programmer (Java, .Net, Python, Other) 98/hr
System Administrator 105/hr
Web Designer $100/hr
Network Administrator 100/hr
Data Migration 70/hr
Junior Programmer 68/hr
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 -11-
B0785-0001\2948835v3.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: CF40F931-9C95-4623-9CFE-1F27C03F94D5 Certificate Of Completion
Envelope Id: CF40F9319C9546239CFE1F27C03F94D5 Status: Sent Subject: June 18, 2024 Budget Meeting - Sign: Agreement - AARNA TECHNOLOGIES, LLC dba ATL (2024-2025).pdf Source Envelope:

Document Pages: 11 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
5/21/2024 4:15:50 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp

1. Asif Pasha
[email protected]
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2. Maheshwara Kasa
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Deborah R. Hakman For
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Signed: 5/22/2024 11:55:06 AM
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David Schirmer
[email protected]
cio
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Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
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(None)
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Using IP Address: 198.245.189.181
Sent: 5/22/2024 11:56:37 AM
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Signed: 5/28/2024 12:28:17 PM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Sent: 5/28/2024 12:28:20 PM
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Signed: 5/28/2024 1:03:33 PM
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Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
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(None)
Sent: 5/28/2024 1:03:35 PM
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Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
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Lester J. Friedman
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Huma Ahmed
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Keith Sterling
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Jessika Vasquez
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Jackie Galeas
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B0785-0001\2939013v5.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: CDW Government, LLC

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Jason Schwartz, Regional Sales Manager
CONSULTANT'S ADDRESS: 230 N. Milwaukee Avenue
Vernon Hills, IL 60061
CONSULTANT’S E.I.N./TAX I.D. 36-3310735
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $360,000, as detailed in
Exhibit B, Schedule of Rates and Payment
DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 -2-
B0785-0001\2939013v5.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2024 and shall terminate on June 30, 2025.

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

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

Section 5. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 -3-
B0785-0001\2939013v5.doc
CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B.

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

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

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

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

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

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

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

DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 -4-
B0785-0001\2939013v5.doc
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability and Cyber Liability Insurance with minimum limits each of Two Million Dollars ($2,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 -5-
B0785-0001\2939013v5.doc
(b) All duties of CONSULTANT under this Section 12 shall survive termination of the Agreement.

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

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

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

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

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

Section 17. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 -6-
B0785-0001\2939013v5.doc
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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California. [Signatures on following page.]
DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 -7-
B0785-0001\2939013v5.doc

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: CDW GOVERNMENT, LLC

DARIO BERTOCCHI
Vice President, Contracting Operations
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 8 B0785-0001\2939013v5.doc

EXHIBIT A

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

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

Infectious Disease
A. 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: 68464075-8E58-4219-A9A8-FEE9899BB058 9 B0785-0001\2939013v5.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation for scheduled service during normal business hours as set forth in each scope of work submitted by CONSULTANT to CITY and signed by both parties. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of Three Hundred Sixty Thousand Dollars ($360,000.00), as set forth in the purchase orders issued by CITY for all services to be provided pursuant to this Agreement. Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the services as well as the actual cost of any equipment, materials and supplies necessary to provide the services (including labor, materials, delivery, tax, assembly and installation, as applicable) unless otherwise approved in writing by the Chief Information Officer.

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

DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 10 B0785-0001\2939013v5.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

PRODUCTS/COMPLETED

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: 68464075-8E58-4219-A9A8-FEE9899BB058 Certificate Of Completion
Envelope Id: 684640758E584219A9A8FEE9899BB058 Status: Sent Subject: June 18, 2024 Council Meeting : Agreement - CDW Government, LLC (2024-2025).pdf Source Envelope:

Document Pages: 10 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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: 198.245.189.164
Record Tracking
Status: Original
5/30/2024 4:41:35 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Dario Bertocchi
[email protected]
VP, Contracting Operations

CDW DIRECT LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.221.48
Sent: 5/30/2024 4:47:59 PM
Resent: 5/31/2024 9:10:48 AM
Viewed: 5/31/2024 11:42:01 AM
Signed: 5/31/2024 1:56:07 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: 5/31/2024 1:56:08 PM
Viewed: 5/31/2024 2:13:10 PM
Signed: 5/31/2024 2:13:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.119.53.121
Signed using mobile
Sent: 5/31/2024 2:13:27 PM
Viewed: 5/31/2024 6:23:53 PM
Signed: 6/2/2024 8:50:41 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: 6/2/2024 8:50:43 AM
Viewed: 6/3/2024 4:34:48 PM
Signed: 6/3/2024 4:34:54 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/3/2024 4:34:55 PM
Viewed: 6/4/2024 5:36:25 AM
Signed: 6/4/2024 5:36:30 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: 6/4/2024 5:36:32 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
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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
Jackie Galeas
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/30/2024 4:47:59 PM
Payment Events Status Timestamps
DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD B0785-0001\2939099v3.doc

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

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS
NAME OF CONSULTANT:

First Tek, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Dominic Puma, Account Manager
CONSULTANT'S ADDRESS:
371 Hoes Lane, Suite 201
Piscataway, NJ 08854
CONSULTANT’S E.I.N/TAX I.D. NO.: 22-3786614
City of Beverly Hills
455 N. Rexford Drive
CITY'S ADDRESS: Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE:

July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION:

Not to exceed $195,000.00
based on the rates set forth in
Exhibit B
DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD -2-
B0785-0001\2939099v3.doc

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

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and First Tek, Inc. (hereinafter called "CONSULTANT").

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

Work.

B. CONSULTANT represents that it is qualified and able to perform the Scope of NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2024 and shall terminate on June 30, 2025.

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

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

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD -3-
B0785-0001\2939099v3.doc
performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

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

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

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

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

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

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

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

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD -4-
B0785-0001\2939099v3.doc
occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.
(3) A policy or policies of Professional/Technology Liability Insurance and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (4) Workers' compensation insurance as required by the State of California. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD -5-
B0785-0001\2939099v3.doc
Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

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

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

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

Section 17. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD -6-
B0785-0001\2939099v3.doc
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 underthis 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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD -7-
B0785-0001\2939099v3.doc
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: FIRST TEK, INC.

SATYAKUMAR BHAVANASI
President and Chief Executive Officer

MARIAM FAISAL
Director, Human Resources and Operations
APPROVED AS TO FORM APPROVED AS TO CONTENT:

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

DAVID SCHIRMER
Chief Information Officer
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD 8 EXHIBIT A SCOPE

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

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

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

InfectiousDisease
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19PreventionNon-Emergency 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.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD 9 For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD 10 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
For the term of this Agreement, CONSULTANT shall be paid for the Services provided herein at the hourly rates set forth in CONSULTANT’s 2024 Rate Schedule, attached hereto as Attachment 1 to Exhibit B and incorporated herein by this reference. In no event shall the total compensation exceed One Hundred Ninety-Five Thousand Dollars ($195,000). CONSULTANT may modify the Rate Schedule by giving CITY thirty (30) days prior written notice of such modification.

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

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD ATTACHMENT 1 TO EXHIBIT B
CONSULTANT’S RATE SCHEDULE
Rate Schedule Effective: 2024
Hourly time &materials labor rates are provided for a sample of our resources for 2024.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Design, develop, and maintain complex, real-time, high-performance server technology.

Document and build unit tests for your code.

Strong C/C++ skills in an UNIX environment.

Real-world experience with web servers, TCP/IP, HTTP, inter-process communication and multithreading.

Strong understanding of algorithms and software engineering.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Design and implementation of intuitive and responsive user interfaces for touch screen devices.

Delivery of fully featured and reliable APIs for 3rd party developers.

Concurrent and multi-threaded application design and implementation.

Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.

High quality and high performance 2D graphics rendering pipelines.

Specialist skills in developing custom applications for IOS or Android and other platforms.

Experience with 2D and 3D graphics rendering and animation.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Provide designing, coding, and testing solutions and identifying system deficiencies and suggest technical solutions.

Creating prototypes for business user approval. Documenting application functionality and programming.

Creating and executing unit, integration and system test scripts, manual and automated.

Accurately preparing written business correspondence that is coherent, grammatically correct, effective, professional and engaging Demonstrated proficiency in Java 2 B0785-0001\2939099v3.doc
DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Writ effective, scalable SQL queries and stored procedures.

Use Rational Application Developer or another Eclipse base IDE for developing and testing J2EE based applications.

II.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Perform development in Java and JavaScript, perform development in Java and JavaScript, code review, and provide oversight for the team of developers.

Perform code review and provide oversight for the team of developers.

Author technical design documentation, provide oversight for development team.

Create build packages for delivery to the project QA testers and the customer.

Extensive knowledge of Java, JavaScript, Web Services, SQL and Oracle Databases, WebSphere web application development.

Experience in using SVN for code management and JIRA for defect tracking.

Assist the project architect with technical design details.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Provides technology expertise to IT activities and responsible to front-end all product related technical discussions with existing clients, prospective customers in creating unique.

Architect, design and developing highly available, scalable and maintainable SOA based enterprise solutions.

Significant experience with development of MVC based Rich Internet Applications Experience with open source frameworks like ExtJS, jQuery, Struts, Spring, Camel, Hibernate, iBatis.

Engage in high value technology consulting with internal team members for strategic planning and development of tactical IT transformation or modernization roadmaps.

Build comprehensive and in-depth Intellect platform technical skills across multiple product lines and, work collaboratively with cross-functional product teams, to help drive product and consulting sales.

Enterprise application architecture, design and development experience using Java/J2EE and related technologies.

Strong understanding of object oriented analysis, architecture and design patterns.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Maintain and expand software products
Develop extensions to the software as per varying needs Install and maintain open-source Social Network Analysis software on a server and develop code to extend the software’s capability
Gather requirements, develop code, program, test, and maintain several web applications
DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Experience and a strong passion for the LAMP (Linux, Apache, and MySQL & PHP) development stack.

Working knowledge of memory objects caching technologies like Memcached.

Experience designing, querying, and updating both RDBMS and NoSQL data stores like MySQL and Couchbase.

Ability to design unit tests with PHPUnit and document source with phpDocumentor.

Experience of web service development and consumption (SOAP, XML, Feeds, ReST, Etc
III.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Develop and documenting interactive Web applications and automation procedures.

Creating, maintaining and updating various Web applications created primarily in Python.

Execute on all new fresh code & work with Product owners and development team to build reusable UI components.

Translate user’s stories into highly usable software solutions.

Write clean, maintainable code following best practices (unit testing, source control, continuous integration, automation, design patterns, etc.

Debug code and troubleshoot problems.

Collaborate with other developers, testers, and system engineers to ensure quality product enhancements.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Writes new software, makes modifications to existing software, or integrates software applications and modules in accordance with agreed upon specifications, created in partnership with others
Contributes to the creation of design. May lead the design of less complex components.

Provide technical support to operations or other development teams.

Creates, reviews, and maintains all required technical documentation/ manual related to assigned software to ensure supportability and reuse.

Provides wider feedback into performance
Assists in identification and implementation of short-term and long-term solution options, including risk assessments.

Assists with improvements to prevent problems, including problem resolution workflow.

Participates in remediation solutions.

Participates in project planning sessions with team members to analyze development requirements, provide design options, and provide work breakdown and estimates of work.

Provides work breakdown and estimates for small software development tasks.

Provides timely status updates for areas of individual responsibilities within projects to supervisor
Actively participates in team and status meetings.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Develops software using disciplined software development processes, adhering to team/company standards and software best practice guidelines, and corporate policies.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Design, develop, and test significant client & middle tier components.

Contribute to UI mock-ups.

Contribute to user stories in content, review, and estimation.

Work with web development teams, vendors, and partners to define new integrations.

Good experience with open source development on Linux based platforms.

IV.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Leverage the latest in JavaScript web front-end technologies to build a unique and demanding solution and bring new ways of visualizing and engaging with data.

Recommend and develop user interface consistent with user experience design and product requirements.

Drive common UI development architecture and tools.

Design and implement user interface components considering usability, security, performance and customizability.

Coordinate client-server interface design and implementation with server developers.

Actively participate in Agile/Scrum development team if needed.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Work with application architects, lead developers and teams to design and develop robust Microsoft-based enterprise software solutions.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Create proof of concepts for emerging technologies as they apply to the problem space.

Assist with identifying and establishing tools, operating environments, design, development standards, and technical documentation as required.

Work with other team members during development and implementation of solutions.

Support other developers through problem solving by identifying as well as evolving standards, best practices and reusable solutions.

Work with test and quality assurance staff during the development and implementation of enterprise solutions.

Identify ambiguities and gaps in system requirements and liaise with analysts, architects, lead developers and customers to obtain clearer specifications.

NET development skills with use of related technologies, concepts and products such as Microsoft Visual Studio 2005 or 2008, .NET Framework, Visual Basic .NET or C# Experience with MS SQL Server (2008 required, 2012 desired) Highly skilled in writing SQL queries
Knowledge of CSS, JavaScript, and JQuery is a plus
V.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Experience architecting, installing and configuring .NET solutions in a lead role.

Participate in solution design, concept visualization and functional and technical requirements definition and documentation.

Interact with delivery team and clients to understand business requirements and determine how to best leverage technology to support those requirements in developing effective web solutions.

Perform advanced troubleshooting at the application level.

Build enhancements within existing software applications and envision future improvements to the architecture.

Define and implement data object models.

Design and development of complex business logic.

Provide subject matter expertise to identify and translate system requirements into technical architecture and design documentation.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Design & Develop the overall enterprise architecture frameworks, methodologies, and tools.

Evaluates and creates new tools and techniques to facilitate effective development practices.

Sets the standard for highest quality of work. Provides thought leadership, mentors others, and leads by example.

Act as the technical lead on all projects, help in creating and maintaining technical design artifacts. Anticipates and acts upon issues that arise, providing alternative approaches and solutions.

Establish enterprise architecture and standards.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Proficiency in Microsoft technologies including .Net 4.0, Web API, WCF, Visual Studio 2012, SQL Server, MVC, and custom ASP.Net applications.

Articulate complex application designs and develop applications using emerging technologies.

Develop Web services Framework that provides data/services to partners internal & external and mobile devices.

Experience with cloud enablement of business applications is a plus.

SharePoint Developer –
Hourly Rate: $84-$108/Hr
Staff Members in this category would typically do the following and/or have the following skill sets:

Develop reporting dashboards, reporting repositories and workflows.

Provide guidance and expertise on topics surrounding strategy and best practices for SharePoint solutions.

Troubleshoot technical and functional issues with the SharePoint software and solutions in a Production Environment.

Work closely with other stakeholders to successfully deliver solutions.

Transfer knowledge and technical expertise to other team members and end users.

Experience working in a rapid application development environment.

Experience developing SharePoint functional specs and design documents.

Experience delivering high impact executive level dashboards.

SRSS and SASS development.

VI.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Provide advanced operational administration support for SharePoint Farm, SharePoint Applications, IIS, and SharePoint Windows Systems.

SME Expert in SharePoint, IIS and Windows Server administration skills, including SharePoint and IIS installation, configuration, architecture, and advanced troubleshooting experience.

Architect, install, configure, maintain, and optimize SharePoint and ISS environments, and implement new SharePoint technologies.

Provide in house technical support as well as contribute ideas for SharePoint applications in support of Business needs.

Architect and maintenance of the SharePoint Enterprise environment.

Resolve SharePoint, IIS, OS and application level problems (debug issues) and client’s support problems.

Perform and automate SharePoint environments and SharePoint applications monitoring.

Design and maintain SharePoint configuration management.

Document SharePoint Enterprise environment and application configuration.

Create and maintain InfoPath Forms.

Respond to SharePoint server and enterprise application maintenance calls.

Plan and implement SharePoint systems installations and upgrades.

Develop SharePoint server and Enterprise system standards.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD SharePoint Architect
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:

Design, development, and implementation of the project.

Work on PoC as needed & owns the technology part of the project.

Collaborate with Business to determine requirements.

Develop Technical Architecture and designs for scalable enterprise applications.

Actively participate in development and implementation of SharePoint solutions.

Mentor junior-level developers in Web technologies, including SharePoint and software development best practices.

Conduct performance and scalability testing, and capacity analysis/planning.

Create custom lists and views using SharePoint Designer.

Create custom Workflows using SharePoint Designer and Visual Studio.

Create BCS’s and external content lists and views using SharePoint Designer.

Create and maintain master and layout pages.

Define and Implement taxonomies.

Be an advocate for Best Practice Guidance & Governance.

VII.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Identify test scenarios / write required test cases.

Execute testing, manual and automated.

Provide input/feedback to the design and development of new features.

Develop and execute automated test cases.

Record defects and follow up on corrections.

Enforcing standard quality processes, making recommendations for improvements.

Takes responsibility of quality for the whole sprint team; monitors quality testing of all testers.

Develop test cases, test plans, and scenarios.

Be experienced with quality assurance reporting and tracking software.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Design and implement test tools and infrastructures that will be utilized across multiple test and development teams.

Provide best practices and leadership consultation on test strategies, methods, and best practices.

Lead the definition, implementation, and maintenance of standard QA processes, methodologies, and templates for use on client deliverables.

Build a collaborative working relationship with development, product management, and operations
Define, track, and drive progress towards the quality objectives for client projects or the department as a whole.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Manage multiple release cycles for various projects and ensure successful qualification prior to launch.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Executes planning for projects, including development of the project scope, task organization, estimates of effort and other required resources, and schedules necessary to complete the project.

Creates estimate of cost and budget for the project.

Develops and negotiates agreements for services, including scope, fee structure, fee amount, schedule, and all other provisions related to risk sharing/management. Obtains internal input and approvals as required by the company's policies.

Executes internal project setup procedures in accordance with the company's policies.

Directs, manages and participates in the production of the project deliverables. Performs or participates in some or all of the following tasks: Preliminary studies, plans and cost estimates, selection and contracting with vendors/sub-consultants, designs and plan production, project status/review meetings, specification and contract document development/production and bidding, Contract award and construction administration oversight.

VIII.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Researches, implements, manage and maintain GIS software, network infrastructure, applications and computer systems for the centralized system running production.

Provide general system administration within environment performing deployment, installation, and maintenance of enterprise geospatial system based on Esri, Google, OGC, GeoServer, Oracle, Microsoft and/or Citrix platforms.

Perform operating system administration, application system administration, database administration, and web administration for local and remote systems.

Establish GIS policies, standards, and procedures.

Manages installation, configuration, upgrades, and troubleshooting of geospatial system including databases, software, user applications, and hardware; designs, manages, and monitors network.

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

Staff Members in this category would typically do the following and/or have the following skill sets:

Design, create, and maintain software by analyzing, testing, assessing and implementing programming applications based on business priorities and guidance from management.

Assists teams with quickly and reliably debugging and solving the most complicated system issues.

Proficiency in fundamental and advanced application development concepts.

Expertise in algorithm analysis and performance tuning.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD Assist in the testing process by conducting reviews and analyses, witnessing tests and participating in software certification.

Provide technical expertise and guidance to project teams and software engineers, demonstrating significant creativity and flexibility.

Provide guidance to teams and individual software engineers for build and release management.

Develop features across multiple subsystems within the portfolio, including collaboration in requirements definition, prototyping, design, coding, testing and deployment.

IX.
iOS / Android / mobile resources – Offshore team
iOS/Android/Mobile Developer & Senior Developer
Hourly Rate: $36 to $42/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:

Design and implementation of intuitive and responsive user interfaces for portable and handheld touch screen devices.

Delivery of fully featured and reliable APIs for 3rd party developers.

Concurrent and multi-threaded application design and implementation.

Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.

Specialist skills in developing custom native mobile apps for iOS or Android or Windows mobile.

Specialist skills in developing cross-platform mobile apps with Apache Cordvoa API, Phonegap and Titanium platforms using jQuery mobile, JavaScript, HTML5 and CSS.

Specialist skills in developing mobile web sites compatible with mobile phones running variety of operating systems
Experience with 2D and 3D graphics rendering and animation.

Experience in integrating Social Media such as Facebook, Twitter, Linkedin.

Experience in Augmented Reality and location based apps.

Experience in OAuth, Security, Encryption, SOAP and RESTful web services.

Experience in providing best user experience with Wow! Effect Experience in in-app purchases and in-app advertising
iOS/Android/Mobile Tester
Hourly Rate: $30 to $36/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:

Writing and executing test cases for mobile apps.

Testing mobile apps for usability, user friendliness and rich user experience as per human interface guidelines and standards.

Testing mobile apps for performance and responsiveness on various modes of networks like 2G, 3G, 4G, and Wi-fi.

DocuSign Envelope ID: 2962AD2D-8B29-4E43-8961-C788BA4167AD DATE: BY:

TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

EXHIBIT C

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

NAMED INSURED COMPANIESAFFORDINGCOVERAGE
A.

B.

ADDRESS C.

COMPANY

COVERAGE

POLICY EXPIRATION LIMITS
(A. B. C.) NUMBER DATE B.I. 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.

Authorized Insurance Representative

EXHIBIT C
B0785-0001\2939099v3.doc
Certificate Of Completion
Envelope Id: 2962AD2D8B294E438961C788BA4167AD Status: Sent Subject: Complete with DocuSign: First Tek, Inc. (2024-2025) June 10, 2024 CC Meeting.pdf Source Envelope:

Document Pages: 20 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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
4/21/2024 2:38:56 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Mariam Faisal
[email protected]
Director, HR & Operations
First Tek, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.19.207.34
Sent: 4/21/2024 2:46:47 PM
Resent: 4/23/2024 3:22:04 PM
Resent: 4/25/2024 11:28:11 AM
Resent: 4/30/2024 8:33:40 AM
Viewed: 4/30/2024 8:46:13 AM
Signed: 5/6/2024 11:34:47 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Satyakumar Bhavanasi
[email protected]
President
First Tek, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.206.168.154
Signed using mobile
Sent: 5/6/2024 11:34:48 AM
Resent: 5/6/2024 3:26:05 PM
Resent: 5/9/2024 8:56:39 AM
Viewed: 5/9/2024 11:47:24 AM
Signed: 5/9/2024 11:56:26 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.90.73.20
Signed using mobile
Sent: 5/9/2024 11:56:28 AM
Viewed: 5/9/2024 12:15:41 PM
Signed: 5/9/2024 12:15:55 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/9/2024 12:15:57 PM
Resent: 5/28/2024 10:35:36 AM
Viewed: 5/30/2024 9:41:28 AM
Signed: 5/30/2024 9:41:51 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/30/2024 9:41:52 AM
Viewed: 5/30/2024 10:10:25 AM
Signed: 5/30/2024 10:10:38 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: 5/30/2024 10:10:39 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
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
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 4/21/2024 2:46:48 PM
Envelope Updated Security Checked 4/21/2024 3:05:37 PM
Payment Events Status Timestamps
-1-
B0785-0001\2939121v1.doc

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

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

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

City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
CONSULTANT’S E.I.N./TAX I.D. NO.: 27-2696689
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $125,000.00,
as detailed in Exhibit B
DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -2-
B0785-0001\2939121v1.doc

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

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

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

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

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -3-
B0785-0001\2939121v1.doc
forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

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

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

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

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

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

DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -4-
B0785-0001\2939121v1.doc
(4) A policy or policies of Professional/Technology Liability Insurance (errors and omissions) and Cyber Liability Insurance each with minimum limits of Three Million Dollars ($3,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice If the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -5-
B0785-0001\2939121v1.doc
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five (5) days written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

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

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

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

CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained.

CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT 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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -6-
B0785-0001\2939121v1.doc
gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated into this Agreement by this reference. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California. [Signatures on following page.]
DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -7-
B0785-0001\2939121v1.doc

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: ISSQUARED, INC.

JAGAN JATAVALLABHULA
Senior Vice President

SUCHINTH KUMAR

CRO/CFO
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______ ____________________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
____________________________

DAVID SCHIRMER
Chief Information Officer
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -8-
B0785-0001\2939121v1.doc

EXHIBIT A

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

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

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

DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -9-
B0785-0001\2939121v1.doc
(c) CONSULTANT shall assist in producing design and configuration documentation along with CITY staff to adequately reflect an accurate representation of overall system design and function in accordance with established CITY standards and practices. (d) CONSULTANT shall assist in developing various internal data networking projects and initiatives such as
a. Core internal network router design and deployment
b. IPv6 deployments
c. Multicast routing
d. OSPF to ISIS dynamic routing migration
e. Network management platform deployments
f. PKI infrastructure enhancements
g. Hypervisor and clustering designs
h. Linux and/or Microsoft Server based Directory Services such as Active Directory (AD) and LDAP along with SQL
i. Internal and/or external firewall and IPS deployment and migration j. The evaluation and testing of various network administration and management platforms and appliances.

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

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

DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -10-
B0785-0001\2939121v1.doc
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 Non-Emergency 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: 062B386A-8755-472D-A53A-2EAE8ACDC148 -11-
B0785-0001\2939121v1.doc

EXHIBIT B

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

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

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

DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 -12-
B0785-0001\2939121v1.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

PROD CTS/COM LETED

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: 062B386A-8755-472D-A53A-2EAE8ACDC148 Certificate Of Completion
Envelope Id: 062B386A8755472DA53A2EAE8ACDC148 Status: Sent Subject: Complete with DocuSign: ISSQUARED Inc. (2024-2025) June 10, 2024 CC Meeting Source Envelope:

Document Pages: 12 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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
4/21/2024 2:48:30 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Suchinth Kuma
[email protected]
Chief Revenue Officer
ISSQUARED Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 162.120.150.125
Signed using mobile
Sent: 4/21/2024 2:53:33 PM
Resent: 4/23/2024 3:21:50 PM
Resent: 4/25/2024 11:28:18 AM
Resent: 4/30/2024 8:33:57 AM
Viewed: 4/30/2024 8:58:40 AM
Signed: 4/30/2024 9:02:06 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jagan Jatavalabhula
[email protected]
Sr. Vice President
ISSQUARED, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 66.160.157.1
Sent: 4/30/2024 9:03:32 AM
Viewed: 4/30/2024 9:32:34 AM
Signed: 5/1/2024 10:20:05 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.119.53.16
Signed using mobile
Sent: 5/1/2024 10:20:08 AM
Viewed: 5/1/2024 10:46:04 AM
Signed: 5/1/2024 10:46:21 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/1/2024 10:46:23 AM
Resent: 5/6/2024 3:26:02 PM
Viewed: 5/7/2024 9:37:46 AM
Signed: 5/7/2024 9:37:57 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/7/2024 9:37:58 AM
Viewed: 5/7/2024 10:25:46 AM
Signed: 5/7/2024 10:25:53 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: 5/7/2024 10:25:55 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
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
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 4/21/2024 2:53:33 PM
Envelope Updated Security Checked 4/21/2024 3:04:23 PM
Payment Events Status Timestamps
-1-
B0785-0001\2955307v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MAINLINE INFORMATION SYSTEMS, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: Mainline Information Systems, LLC

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Brian Showman, General Counsel
CONSULTANT'S ADDRESS: 1700 Summit Lake Drive
Tallahassee, FL 32317
CONSULTANT’S E.I.N./TAX I.D.: 93-4147884
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $3,200,000 (includes travel budget) based on the rates set forth in Exhibit B
DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -2-
B0785-0001\2955307v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MAINLINE INFORMATION SYSTEMS, LLC FOR INFORMATION

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

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall remain in full force and effect from July 1, 2024 through June 30, 2025.

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

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

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -3-
B0785-0001\2955307v3.doc
services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

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

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

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

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

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

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

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -4-
B0785-0001\2955307v3.doc
($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technical Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(5) A policy or policies of Cyber Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per occurrence. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -5-
B0785-0001\2955307v3.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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

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

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

Section 17. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -6-
B0785-0001\2955307v3.doc
subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT 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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Section 24. 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.

DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -7-
B0785-0001\2955307v3.doc
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
CONSULTANT: MAINLINE INFORMATION

SYSTEMS, LLC

BRIAN SHOWMAN
General Counsel
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -8-
B0785-0001\2955307v3.doc

EXHIBIT A

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

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

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

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

Infectious Disease
A. 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.

DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 -9-
B0785-0001\2955307v3.doc
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.

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
For the term of this Agreement, CONSULTANT shall be paid for the Services provided herein at the hourly rates set forth in this Exhibit.

Position Hourly Rate
Sr. VMware/Milestone SME $207.80
Sr. Microsoft SE $207.80
Jr. VMware SME $160.00
In no event shall the total compensation for the term of this Agreement exceed Three Million Two Hundred Thousand Dollars ($3,200,000), which includes a travel budget if authorized by CITY in writing and as described in Attachment 1, CITY’s Travel and Meeting Expense Policy for CITY employees (Administrative Regulation Policy Finance.01 dated 07/01/2022) (“Travel Policy”). The travel budget shall not exceed Thirty Thousand Dollars ($30,000) unless otherwise agreed to in writing by CITY’s Chief Information Officer.

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

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

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EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

BLANKET CONTRACTUAL

CONTRACTOR'S PROTECTIVE

PERSONAL INJURY

EXCESS LIABILITY

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

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: ACF47A98-B5BC-409C-AA81-E5363E5107C2 Certificate Of Completion
Envelope Id: ACF47A98B5BC409CAA81E5363E5107C2 Status: Sent Subject: June 18, 2024 Council Meeting: Agreement - Mainline Information Systems, LLC (2024-2025).pdf Source Envelope:

Document Pages: 24 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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
5/24/2024 10:21:13 AM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Brian Showman
[email protected]
General Counsel
Mainline Information Systems,LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.209.70.223
Sent: 5/24/2024 10:27:28 AM
Viewed: 5/24/2024 10:38:07 AM
Signed: 5/28/2024 8:20:40 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 5/28/2024 8:20:42 AM
Viewed: 5/28/2024 8:23:56 AM
Signed: 5/28/2024 8:24:13 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/28/2024 8:24:15 AM
Viewed: 5/28/2024 8:41:42 AM
Signed: 5/28/2024 8:41:53 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: 5/28/2024 8:41:55 AM
Viewed: 5/28/2024 12:40:59 PM
Signed: 5/28/2024 12:41:06 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2024 12:41:09 PM
Viewed: 5/28/2024 1:33:54 PM
Signed: 5/28/2024 1:34:07 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: 5/28/2024 1:34:09 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
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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
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 5/24/2024 10:27:28 AM
Payment Events Status Timestamps
B0785-0001\2964094v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

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

RECORDS MANAGEMENT SYSTEM
NAME OF CONSULTANT: MetaSource, LLC

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Steve Cooley, Strategic Account Manager
CONSULTANT'S ADDRESS: 12162 South Business Park Drive,
Suite 113
Draper, UT 84020
CONSULTANT’S E.I.N/TAX I.D. NO.: 26-0771758
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025, unless sooner terminated pursuant to Section 13 of the Agreement
CONSIDERATION: Not to exceed $400,000 based on the costs set forth in Exhibit B
DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -2-
B0785-0001\2964094v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

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

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

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

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

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

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

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

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

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

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

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

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

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

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

DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -5-
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(b) Consultant agrees to indemnify, hold harmless and defend the City, the City Council and each member thereof, every officer, employee and agent of the City from and against any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any claim that the technology and services provided by Consultant under this Agreement infringes upon any copyright, trade secret, trademarks, patent or other proprietary or intellectual property right of any third party.
(c) All duties of Consultant shall survive termination or expiration of the Agreement.

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

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

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

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

Section 17. Nondiscrimination by Consultant. In the performance of this Agreement, Consultant 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 DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -6-
B0785-0001\2964094v3.doc
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).

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

Section 19. Notice. Any notice required by this Agreement shall be deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as the parties may designate in writing.

Section 20. Attorney’s Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney’s fees and costs of such litigation.

Section 21. 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 22. Entire Agreement. This Agreement represents the entire integrated agreement between City and Consultant, and supersedes all prior negotiations, DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -7-
B0785-0001\2964094v3.doc
representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Consultant.

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

Section 24. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Section 25. No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than City and Consultant, except as expressly provided otherwise herein. No entity not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party’s performance or non-performance under this Agreement, except as expressly provided otherwise herein.

EXECUTED this_____ day of _______________, 202__.

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

HUMA AHMED
City Clerk
COMPANY NAME: METASOURCE, LLC
________________________________

RANDY POWELL
Vice President
[Signatures Continue]
DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -8-
B0785-0001\2964094v3.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -9-
B0785-0001\2964094v3.doc

EXHIBIT A

SCOPE OF WORK
Consultant shall provide the following services related to the City’s Documents and Records Management System (or “system”) as set forth in this Exhibit and City’s Request for Proposals to the City’s full satisfaction:

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

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

DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -10-
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ii. Documentation: Consultant shall develop documentation to support City’s business processes. At a minimum, Consultant shall provide City with the following:

1. User documentation

2. Configuration documentation

3. Interface documentation

4. System administration manuals

5. Application software tutorials

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

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

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

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

Infectious Disease
A. Consultant shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention Non-Emergency 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.

DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -11-
B0785-0001\2964094v3.doc
For questions, please contact City’s Responsible Principal or Risk Management at 310- 285-1073.

DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -12-
B0785-0001\2964094v3.doc

EXHIBIT B

COMPENSATION AND PAYMENT
City shall compensate Consultant in an amount not to exceed Four Hundred Thousand Dollars ($400,000) at the rates set forth in Attachment 1 to this Exhibit. In no event shall the total amount of the Agreement exceed Four Hundred Thousand Dollars ($400,000).

DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -13-
B0785-0001\2964094v3.doc
ATTACHMENT 1 TO EXHIBIT B
DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -14
-
B0785-0001\2964094v3.doc
DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A -15
-
B0785-0001\2964094v3.doc
DocuSign Envelope ID: 681E8AFB-8D85-4BA9-9601-BB84167D854A Certificate Of Completion
Envelope Id: 681E8AFB8D854BA99601BB84167D854A Status: Sent Subject: June 18, 2024 Council Meeting: Agreement_MetaSource, LLC - FV 24_25.pdf Source Envelope:

Document Pages: 15 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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: 198.245.189.164
Record Tracking
Status: Original
5/23/2024 1:05:07 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Randy Powell
[email protected]
Vice President
MetaSource, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 65.130.230.208
Sent: 5/23/2024 1:09:30 PM
Resent: 5/23/2024 4:02:44 PM
Viewed: 5/24/2024 9:56:51 AM
Signed: 5/24/2024 11:28:17 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.90.73.20
Signed using mobile
Sent: 5/24/2024 11:28:18 AM
Viewed: 5/24/2024 11:30:01 AM
Signed: 5/24/2024 11:30:16 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/24/2024 11:30:18 AM
Viewed: 5/24/2024 12:15:21 PM
Signed: 5/24/2024 12:15:34 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: 5/24/2024 12:15:35 PM
Viewed: 5/28/2024 12:38:01 PM
Signed: 5/28/2024 12:38:06 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2024 12:38:08 PM
Viewed: 5/28/2024 1:34:32 PM
Signed: 5/28/2024 1:34:38 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: 5/28/2024 1:34:40 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
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
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 5/23/2024 1:09:30 PM
Payment Events Status Timestamps
B0785-0001\2952197v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

UPTOWN SERVICES, LLC FOR INFORMATION TECHNOLOGY

CONSULTING SERVICES RELATED TO NETWORK

INFRASTRUCTURE
NAME OF CONSULTANT: Uptown Services, LLC
RESPONSIBLE PRINCIPAL OF CONSULTANT: Neil V. Shaw, President CONSULTANT’S ADDRESS: 7324 Cortez Lane
Boulder, CA 80303
Attention: Neil Shaw, President
CONSULTANT’S E.I.N./TAX I.D. NO.: 84-1559241
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: Not to exceed $350,000 (including
reimbursable expenses) as detailed in
Exhibit B, Schedule of Payment and Rates
DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

UPTOWN SERVICES, LLC FOR INFORMATION TECHNOLOGY

CONSULTING SERVICES RELATED TO NETWORK

INFRASTRUCTURE
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Uptown Services, LLC, (hereinafter called “CONSULTANT”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

Section 2. Time of Performance.

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

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONSULTANT for the services and/or goods provided under this Agreement, and CONSULTANT agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.

DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
3 (c) Additional Services.

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

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

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

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

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

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

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

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

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
4 limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance
A policy or policies of Professional/Technical Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with 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 CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
5 deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon thirty (30) calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

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

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

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

CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained.

DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
6 CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT 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). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express 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 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
7 Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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
CONSULTANT:

NEIL V SHAW
President
APPROVED AS TO FORM: APPROVED AS TO CONTENT
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

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

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F 8 B0785-0001\2952197v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall perform the following services in support of CITY’s fiber network:
 Outside Plant Field Engineering – Design camera and other enpoint applications as directed by CITY staff.
 Inside Plant Engineering – Design and implement final inside plant configurations for Coldwater, Rexford, La Cienega, and Roxbury sites.
 Installation Coordination – Collaborate with IT and Public Works staff to direct the required contract resources for a variety of network installation tasks.  Materials Management – Developing bill of materials for endpoint nstallations and ongoing tracking of materials, devices and equipment.
 System Repair Management – Tier 1 contact for system outages and repairs.  Facilities Locates – Ongoing location of CITY network assets tied to Dig Alert notices as it relates to new construction activity in CITY.
 General Network Planning – Ongoing planning efforts related to the GPON platform life cycle including, but not limited to software updates, equipment change-outs and system retirements.
 Network Documentation – Documentation of system characteristics based on certain changes and modifications to the GPON network throughout the backbone, distribution and inside plant systems.
 General Project Support – Support provided by CONSULTANT Principals Neil Shaw and Dave Stockton on weekly project calls, oversight of Randy Maestas, CONSULTANT Construction Manager activities and other targeted tasks assigned by CITY’s Project Manager in writing.

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: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
9 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the services set forth in this Agreement in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000) (including reimbursable expenses) at the rates described in the following fee schedule:

Contracted Staffing Rates and Monthly Fee:

Tasks FY2024 / 2025
General Project Support by Principals Neil
Shaw and Dave Stockton
$5,000 per month
Full time hourly field support by Randy Maestas $140.40 per hour Estimated Annual Fees Not to Exceed $350,000
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

CITY will reimburse CONSULTANT for certain CITY Project Manager pre-approved expenses CONSULTANT reasonably incurres in the performance of the Agreement which includes travel expenses (in accordance with CITY’s Travel Policy, attached as Attachment 1 to this Exhibit B), and certain materials and equipment such as miscellaneous hardware, fiber wipes, field tools, fiber jumper assemblies, power supplies, patch cords, velcro straps, switches and cables.

DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785-0001\2952197v2.doc
10 ATTACHMENT 1 TO EXHIBIT B
DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
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11 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
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12 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
-0001\2952197v2.doc
13 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
-0001\2952197v2.doc
14 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
-0001\2952197v2.doc
15 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
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16 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
-0001\2952197v2.doc
17 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
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18 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F B0785
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19 DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F

EXHIBIT C
B0785-0001\2952197v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: 153BAB65-EDE7-43D0-BF10-FD2226967A1F Certificate Of Completion
Envelope Id: 153BAB65EDE743D0BF10FD2226967A1F Status: Sent Subject: June 18, 2024 Budget Meeting : Agreement - Uptown Services LLC (2024-2025).pdf Source Envelope:

Document Pages: 20 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
5/22/2024 12:34:11 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Neil V. Shaw
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.56.222.168
Sent: 5/22/2024 12:41:09 PM
Viewed: 5/23/2024 8:19:12 AM
Signed: 5/23/2024 8:19:32 AM
Electronic Record and Signature Disclosure:

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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: 5/23/2024 8:19:33 AM
Viewed: 5/23/2024 12:44:05 PM
Signed: 5/23/2024 12:44:20 PM
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David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/23/2024 12:44:22 PM
Viewed: 5/23/2024 2:58:56 PM
Signed: 5/23/2024 2:59:24 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: 5/23/2024 2:59:26 PM
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Signed: 5/28/2024 12:30:23 PM
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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: 5/28/2024 12:30:24 PM
Viewed: 5/28/2024 1:35:24 PM
Signed: 5/28/2024 1:35:30 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: 5/28/2024 1:35:32 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Nancy Hunt-Coffey
[email protected]
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:

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Lester J. Friedman
[email protected]
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(None)
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Not Offered via DocuSign
Huma Ahmed
[email protected]
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Keith Sterling
[email protected]
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(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Jessika Vasquez
[email protected]
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Electronic Record and Signature Disclosure:

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Jackie Galeas
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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Envelope Sent Hashed/Encrypted 5/22/2024 12:41:09 PM
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1 B0785-0001\2964110v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
VIDEO TO IP CONSULTING SERVICES, INC. RELATED TO THE
CITY’S IP VIDEO SYSTEMS
NAME OF CONSULTANT: Video to IP Consulting Services, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Timothy Conwell, President/Principal Consultant
CONSULTANT'S ADDRESS: 12813 129th Avenue N
Largo, FL 33774
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information Officer
CONSULTANT’S E.I.N./TAX I.D.: 35-2465511
COMMENCEMENT DATE: July, 1, 2024
TERMINATION DATE: June 30, 2025
CONSIDERATION: An amount not to exceed $125,000, as detailed in Exhibit B
DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 2 B0785-0001\2964110v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND VIDEO
TO IP CONSULTING SERVICES, INC. RELATED TO THE CITY’S IP

VIDEO SYSTEMS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Video to IP Consulting Services, Inc. (hereinafter called "CONSULTANT").

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon issuance of a duly authorized purchase order from CITY.

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

Section 3. Compensation. CITY agrees to compensate CONSULTANT and CONSULTANT agrees to accept in full satisfaction for the Services required by this Agreement, the Consideration set forth above and more particularly described in Exhibit B, (“Schedule and Rates of Payment”), attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of CONSULTANT’s fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B. There shall be no reimbursement for travel related expenses.

Section 4. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 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 Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent CONSULTANT. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 3 B0785-0001\2964110v3.doc
except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

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

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

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

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

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000.00) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with at least minimum limits as required by California state law covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000.00) per claim and in the DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 4 B0785-0001\2964110v3.doc
aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate or certificates.

The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against Consultant and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, its elected officials, officers, agents and employees, from any claim, liability or financial loss (including, without limitation, attorneys’ fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.

DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 5 B0785-0001\2964110v3.doc
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five (5) days written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

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

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

Section 15. 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 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT 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 DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 6 B0785-0001\2964110v3.doc
Populations and Low-Income Populations). CONSULTANT 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. Attorneys’ 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 attorneys’ fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

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

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any 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 21. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 7 B0785-0001\2964110v3.doc
Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 202___, at Beverly Hills, California.

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

HUMA AHMED
City Clerk
CONSULTANT:

VIDEO TO IP CONSULTING
SERVICES, INC.

TIMOTHY CONWELL
President and Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER
City Attorney

NANCY HUNT-COFFEY
City Manager

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

ANTHONY RODSTEIN
Purchasing Services Manager
DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 A-1
B0785-0001\2964110v3.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide information technology consulting services related to CITY’s computing infrastructure, including hardware, software and related equipment in support of the CITY’s IP video systems. CONSULTANT shall provide the Services as directed by CITY on an as-needed basis. The Services shall include the following:
(i) Consult and review of best practices for IP video convergence; (ii) Plan and implement IP video based network infrastructure; (iii) Provide best practices guidelines for video evidence storage and retrieval; (iv) Provide short term and long term project coordination; (v) Draft individual scopes of work for projects of varying sizes and levels of complexity which details the tasks and provide cost estimates;
(vi) Analyze and identify technical areas of improvement within existing systems; (vii) Provide systems testing, training and application support. (viii) If CITY identifies an issue or problem that requires consulting services, CONSULTANT shall conduct research, propose one or more solutions, document and present the solutions to CITY in writing so CITY can determine how to proceed. (ix) Provide written reports to CITY as required by CITY.

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

Infectious Disease
A. 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.

DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 A-2
B0785-0001\2964110v3.doc
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: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 B-1
B0785-0001\2964110v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT compensation at a blended rate of One Hundred Thirty-six Dollars ($136.00) per hour for scheduled service during normal business hours. The total sum paid to CONSULTANT shall not exceed the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00), as set forth in the purchase order issued by CITY for all the Services to be provided pursuant to this Agreement.

DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 C-1
B0785-0001\2964110v3.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

BLANKET

CONTRACTUAL

CONSULTANT'S

PROTECTIVE

PERSONAL INJURY

EXCESS LIABILITY

WORKER'S

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

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 C-2
B0785-0001\2964110v3.doc
DocuSign Envelope ID: BB1DB9AD-B603-48E8-B1A3-4037C4AE9E30 Certificate Of Completion
Envelope Id: BB1DB9ADB60348E8B1A34037C4AE9E30 Status: Sent Subject: June 18, 2024 Council Meeting: Agreement_Video to IP Consulting Services, Inc. - (2024-2025).pdf Source Envelope:

Document Pages: 12 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Debra Kanode
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
5/22/2024 1:52:04 PM
Holder: Debra Kanode
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Timothy Conwell
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.199.0.30
Sent: 5/22/2024 1:57:46 PM
Viewed: 5/22/2024 4:46:50 PM
Signed: 5/22/2024 4:48:03 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: 5/22/2024 4:48:05 PM
Viewed: 5/23/2024 7:50:38 AM
Signed: 5/23/2024 7:50:54 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/23/2024 7:50:56 AM
Viewed: 5/23/2024 8:41:42 AM
Signed: 5/23/2024 8:41:50 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: 5/23/2024 8:41:52 AM
Viewed: 5/28/2024 12:33:01 PM
Signed: 5/28/2024 12:36:17 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2024 12:36:19 PM
Viewed: 5/28/2024 1:35:07 PM
Signed: 5/28/2024 1:35:11 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: 5/28/2024 1:35:13 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
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
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 5/22/2024 1:57:46 PM
Payment Events Status Timestamps
B0785-0001\2966324v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
STAR SPORTS THEATRE ARTS AND RECREATION, INC. DBA

STAR EDUCATION FOR AFTERSCHOOL INSTRUCTION
THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT
NAME OF VENDOR: Star Sports Theatre Arts and Recreation, Inc. DBA Star Education
VENDOR’S ADDRESS: 10101 Jefferson Blvd.

Culver City, CA 90232
Attention: Beverly Powell, Program Director
VENDOR’S E.I.N/TAX I.D. NO.: 95-4430228
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Stephanie Harris, Director of
Community Services
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2025, unless extended pursuant to Section 2
CONSIDERATION: Not to Exceed per Fiscal Year (“FY”)
FY 24-25: $700,000.00
FY 25-26: $700,000.00, if extended
FY 26-27: $700,000.00, if extended
Total Not to exceed $2,100,000.00, as
described in Section 3
DocuSign Envelope ID: E8F915FE-CB8D-4440-A043-FB7F72E6BB1C 2 B0785-0001\2966324v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
STAR SPORTS THEATRE ARTS AND RECREATION, INC. DBA

STAR EDUCATION FOR AFTERSCHOOL INSTRUCTION
THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT
THIS AGREEMENT is made as of the Commencement Date set forth above, by and between the City of Beverly Hills, a municipal corporation (hereinafter called “CITY”), and Star Sports Theatre and Recreation, Inc. DBA Star Education, an instructor (hereinafter called “VENDOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. VENDOR’s Services.
(a) VENDOR shall perform the Scope of Services described in Exhibit A, attached hereto and incorporated herein, to the full satisfaction of CITY. (b) VENDOR shall acquire, repair and maintain at its sole cost and expense such equipment as VENDOR requires for its use to conduct the services required by this Agreement.
(c) VENDOR shall supply at its sole cost and expense any instructional materials, supplies, handouts, books and photocopying VENDOR may require for the conduct of the services required by this Agreement.
(d) VENDOR is solely responsible for the hiring, training, supervision and compensation of substitutes or assistants required for the conduct of the services under this Agreement.

Section 2. Time of Performance. VENDOR shall commence its Services under this Agreement upon the Commencement Date. VENDOR shall perform the Services on or by the Termination Date set forth on the cover page hereof. The City Manager or her designee may extend the Time of Performance in writing for two additional one-year periods pursuant to the same terms and conditions as this Agreement.

Section 3. Compensation. CITY shall compensation VENDOR at the rate mutually agreed upon and set forth in Attachment 1 to Exhibit A of this agreement.

Section 4. Independent Contractor. VENDOR 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 VENDOR or any of VENDOR’s employees, except as herein set forth. VENDOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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Section 5. Assignment. This Agreement shall not be assigned in whole or in part by VENDOR without the prior written consent of CITY. Any attempt by VENDOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 6. Responsible Principal.
(a) VENDOR’s Responsible Principal set forth above shall be principally responsible for VENDOR's obligations under this Agreement and shall serve as principal liaison between CITY and VENDOR. Designation of another Responsible Principal by VENDOR shall not be made without the prior written consent of CITY.
(b) CITY’s Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 7. Personnel.
(a) VENDOR represents that all of the services required under this Agreement shall be performed by VENDOR. VENDOR further represents that it is qualified to perform such services.
(b) If services under this Agreement involve minors under the age of 18, VENDOR and VENDOR’s personnel shall be fingerprinted by the CITY Police Department in order to conduct a State Department of Justice (“DOJ”) background check prior to VENDOR performing services under this Agreement. CITY shall waive the administrative cost of fingerprinting and shall pay the DOJ fees. If VENDOR or any VENDOR personnel have been convicted of a misdemeanor or felony involving moral turpitude according to the DOJ report, CITY may terminate this Agreement immediately.

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

Section 9. Insurance.
(a) VENDOR 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 VENDOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits as required by the state of California per occurrence combined single limit, covering any vehicle utilized by VENDOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.

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(b) VENDOR 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) VENDOR 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 ’s VENDOR’S expense, the premium thereon.
(e) At all times during the term of this Agreement, VENDOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit B, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. VENDOR 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) VENDOR shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by VENDOR 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, VENDOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or VENDOR 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 VENDOR and its insurance carriers.

Section 10. Indemnification.
(a) VENDOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, the Beverly Hills Unified School District (“DISTRICT”), its Board and each member thereof, and every officer, employee and agent of CITY and DISTRICT, from any claim, liability or financial loss (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of VENDOR or any person employed by VENDOR in the performance of this Agreement. (b) All duties of VENDOR shall survive termination or expiration of the Agreement.

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Section 11. Termination.
(a) CITY may cancel this Agreement at any time upon five (5) days written notice to VENDOR. VENDOR agrees to cease all work under this Agreement on or before the effective date of such notice.
(b) VENDOR may cancel this Agreement at any time upon five (5) days written notice to CITY. After such effective date, VENDOR shall continue providing, to the conclusion of the session, any course and/or camp that began prior to the effective date of termination. Such performance shall be subject to the terms of this Agreement. (c) In the event of termination or cancellation of this Agreement by CITY or VENDOR, due to no fault or failure of performance by VENDOR, VENDOR shall be paid full compensation for all services performed by VENDOR, in an amount to be determined as follows:

For work done in accordance with all of the terms and provisions of this Agreement, VENDOR shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid VENDOR for the full performance of the services required by this Agreement.

Section 12. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained.

CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 13. 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 14. 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 15. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and VENDOR, 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 VENDOR.

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Section 16. 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 17. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 18. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than VENDOR.

Section 19. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. (Signatures next page)
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EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

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

HUMA AHMED
City Clerk
APPROVED AS TO FORM: VENDOR:
________________________________ ________________________________ LAURENCE S. WIENER RAMIRO VASQUEZ
City Attorney Chief Financial Officer
________________________________

KATYA BOZZI
Executive Director
APPROVED AS TO CONTENT:
________________________________

ANTHONY RODSTEIN
Purchasing Manager
________________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
________________________________

STEPHANIE HARRIS
Director of Community Services
________________________________

NANCY HUNT-COFFEY
City Manager
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EXHIBIT A

SCOPE OF SERVICES
VENDOR shall provide after-school instruction for CITY's Department of Community Services at/for all DISTRICT school sites or various CITY parks, and in accordance with the programs and schedules mutually agreed upon by the parties in writing and further described in Attachment 1.

VENDOR has experience and training in providing the services and instruction outlined in this Scope of Services. CITY lacks this experience and training and is not qualified to determine the methods and means to be employed in providing such services. CITY is only interested in the results to be achieved. As a result, VENDOR shall be solely responsible for determining the outline and content of instruction provided under this Agreement. VENDOR shall be solely responsible for determining the instructional methods and means to be used for all instruction under this Agreement and in determining manner by which services will be provided.

VENDOR shall provide instruction for after-school classes and/or summer camp activities which shall occur at locations and on a schedule approved by CITY in writing. The schedule is subject to change by CITY, which may reschedule or cancel any or all classes at its sole discretion. Other than as necessary to meet the needs of students and program participants, VENDOR shall set its own schedule, hours (including any time for preparation) and location of work.

VENDOR retains the right to provide similar services, including recreation classes, for other cities, special districts or private entities or to provide its services directly to the general public. CITY reserves the right to hire additional vendors who provide the same or similar classes as described in this Agreement.

Prior to the advertising of a class in a CITY brochure or flyer, VENDOR shall notify CITY in writing of the minimum and maximum number of registrants for each class provided through CITY’s Community Services department. CITY reserves the right to cancel classes as provided in this Exhibit, or terminate the Agreement pursuant to section 11 of the Agreement if CITY cannot provide appropriate accommodations for VENDOR’s classes. VENDOR shall also observe all city, state, and federal regulations including fire code regulations such as complying with the maximum occupancy requirements of the room/facility utilized by VENDOR in performing the services required by the Agreement.

Materials Fees
If VENDOR requires a materials fee, an itemized list of materials along with the projected cost of each item shall be provided to CITY staff in writing for pre-approval prior to the advertising of the materials fee. Any increase to the materials fee shall be pre-approved by CITY staff in writing and shall not be more than 5% of the fee previously advertised. Materials fees shall never be used to supplement VENDOR’s profits, compensation, or be used for any purpose other than to purchase materials listed on the pre-approved materials list. If classes are cancelled for any reason, the materials fee shall be reimbursed by VENDOR to the participants in full. If materials have been purchased at the time of cancellation, VENDOR shall provide a partial refund and provide an itemized list of items (with receipts) purchased to CITY staff for approval.

CITY’s registration office (“BH Reg”) will be registered as a non-paid participant in every course to ensure VENDOR’s receipt of “Rec1” email communications. BH Reg’s registration will not affect VENDOR’s compensation under the Agreement. VENDOR may use the Rec1 system information for purposes of the class or camp which is the subject of the Agreement. VENDOR DocuSign Envelope ID: E8F915FE-CB8D-4440-A043-FB7F72E6BB1C -9-
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is prohibited from using or disseminating the information contained in the Rec1 system for any other purpose. VENDOR may collect contact information from participants. CITY will not provide participant contact information to VENDOR for any reason.

CITY Brochure and Advertising
All promotional materials such as flyers, postcards, etc. shall be created by CITY, subject to the prior written approval of CITY, and include CITY’s shield prior to dissemination to the public. VENDOR shall not use CITY’s shield for any other purpose. Class flyers will be produced by CITY for a new class or classes that are unable to meet their class minimum enrollment for that session; those classes are guaranteed to receive 100, 8 ½ x 11, printed flyers of advertisement. Additional flyer production is not guaranteed and will be at the discretion of CITY staff.

Youth and Teen classes/programs:

In addition to the quarterly brochure, youth and teen class/program promotion will also be included in a youth/teen class program offering booklet that is produced by CITY three times a year and will be distributed to Beverly Hills Unified School District school sites. No additional printed flyers will be produced.

Recorded Classes for Streaming
VENDOR shall provide recorded class instruction per the CITY’s guidelines. VENDOR shall provide their own equipment necessary for the production of the video. The CITY will use the video at its discretion on CITY owned platforms and will not be distributed otherwise. The CITY will own all of the rights to the video. Compensation will be determined based on Section 3 of this Agreement.

Communication with DISTRICT
VENDOR shall not communicate with any DISTRICT staff regarding CITY’s policies and procedures. VENDOR shall communicate any issues or concerns to CITY’s designee (Coordinator, Recreation Supervisor or Senior Recreation Supervisor). If VENDOR is approached by DISTRICT staff regarding any issues pertaining to VENDOR’s program, VENDOR shall direct any and all inquiries to CITY’s designee. VENDOR shall never act as an agent, liaison or representative of CITY, or make any decisions on behalf of CITY.

Reservation of Space
CITY works to reserve space at CITY facilities for VENDOR’s use that will accommodate the projected number of participants. However, due to shared spaces and other limitations, VENDOR shall abide by the occupancy limits set by CITY’s Fire Department and as posted in the particular space occupied.

Code of Conduct
CITY promotes civility and positive human relations in all aspects of community life. All vendors are obligated to uphold CITY’s civility practice by demonstrating respect and positive civic behavior while performing services under the Agreement.

Emergencies
VENDOR shall follow all CITY protocols to ensure the safety of all participants, CITY employees, Beverly Hills Unified School District employees, patrons, and all others on program sites. In the event of an emergency, VENDOR shall contact CITY and the registrant provided Emergency Contact immediately. For purposes of this Agreement, “emergency” shall include, without limitation, injury to a child, building hazard(s), natural disasters, theft of property, lost child, and DocuSign Envelope ID: E8F915FE-CB8D-4440-A043-FB7F72E6BB1C -10-
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any illness of a child. In the event of parent complaints, VENDOR shall contact CITY immediately.

Within an hour of the incident, VENDOR shall email CITY staff a report detailing the emergency situation and/or parent complaints, the parties involved, what steps were taken and any follow up steps and/or procedures (if applicable) needed.

Infectious Disease
A. VENDOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention Non-Emergency 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. VENDOR shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

C. VENDOR 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.

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ATTACHMENT 1 TO EXHIBIT A
All programing below shall take place at DISTRICT sites. VENDOR reserves the right to charge a Late Pick-Up Fee to participants. This fee shall be mutually agreed upon in writing between CITY and VENDOR before it is communicated and/or advertised to participants and will be collected by the VENDOR directly from participants. VENDOR shall invoice the CITY based on total monthly enrollment of students within 15 days of the last day of programming for the month.

ELOP AFTER SCHOOL CARE PROGRAM
● Monthly Fee - $450/month per student
● VENDOR shall provide after school care during the school year based on the following:
○ One hundred eighty (180) instructional days
○ Minimum of One hundred twenty (120) students at Horace Mann and/or El Rodeo Elementary school(s)
○ Monday-Friday from school dismissal to 6 pm
○ Grades K-5th grade
● VENDOR shall provide after school care during summer school based on the following:
○ Three (3) weeks
○ Two hundred and ten (210) students at Horace Mann and/or El Rodeo Elementary school(s)
○ Monday-Friday from summer school dismissal to 6 pm
○ Grades TK-5th grade
● VENDOR shall provide one Site Director and staff teachers according to the following student teacher ratios:
○ K - 10:1 (10 students per 1 staff teacher)
○ 1st-5th - 20:1 (20 students per 1 staff teacher)
● VENDOR shall include the following:
○ Daily enrichment
○ Homework, Reading/Math Prep, Games, Activities
○ Recreation/Physical Education
○ “WIM” (Whimsy, Imagination, Magic) Special Events Programming ○ Scheduled parent meetings
○ Student and parent evaluations
○ VENDOR’s Site Director and staff teachers are trained in the following areas:
■ Student conflict resolution strategies
■ Positive reinforcement-based classroom management
■ SEL programming
■ Creative lesson planning
K-5TH AFTER SCHOOL ENRICHMENT ACADEMY
● Monthly Fee - $450/month per student
● VENDOR shall provide after school enrichment based on the following:
○ One hundred eighty (180) instructional days
○ Minimum of ten (10) students (Horace Mann & El Rodeo) ○ Monday-Friday from school dismissal to 6 pm
○ Grades K-5th grade
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● VENDOR shall provide one Site Director and staff teachers according to the following student teacher ratios:
○ K - 10:1 (10 students per 1 staff teacher)
○ 1st-5th - 20:1 (20 students per 1 staff teacher)
● VENDOR shall include the following:
○ Daily enrichment (Sports, Theatre, Arts, Recreation)
○ Scheduled parent meetings
○ Student and parent evaluations
○ VENDOR’s Site Director and staff teachers are trained in the following areas:
■ Student conflict resolution strategies
■ Positive reinforcement-based classroom management
■ SEL programming
■ Creative lesson planning

TRANSITIONAL KINDERGARTEN - AFTER SCHOOL ENRICHMENT PROGRAM ● Monthly fee $324/month per student
● VENDOR shall provide a two-hour enrichment program for Transitional Kindergarten based on the following:
○ One Hundred Eighty (180) instructional days
○ 2 enrichment subjects per day:
■ Subject 1 - 4:00-5:00 pm
■ Subject 2 - 5:00-6:00 pm
○ Minimum enrollment - 14 students
○ Ratio - 14:1 (14 students to 1 Enrichment teacher)
○ Monday-Friday from 4-6 pm
○ Selected STAR Enrichment classes
○ End of session culminations
K-5TH GRADE - AFTER SCHOOL ENRICHMENT PROGRAM
● 8 or 16 week sessions (performing arts classes)
○ Selected classes run two consecutive sessions
● STAR Nova will provide enrichment classes based on the following:
○ Selected STAR enrichment classes
■ Class fees vary depending on the subject (material fee ○ Monday-Friday
○ K-5th grades; offered to all Horace Mann and El Rodeo students ○ 2 class subjects per day; 1 hour long, meets once per week ■ 1st Class - Kinder 2:00-2:50 pm; 2nd Class (1st-5th) 3:00-3:50 pm ○ Minimum enrollment requirements: 8 students (some classes may vary) ○ Ratio: 14 students to 1 staff teacher
○ End of session culminations
VENDOR shall submit an itemized statement to CITY for all student’s services, which shall include documentation setting forth in detail the number of students enrolled as approved by CITY. CITY shall pay VENDOR the undisputed amount of such approved billing within thirty (30) days of receipt of same.

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EXHIBIT B

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

EXPIRATIO
N
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: E8F915FE-CB8D-4440-A043-FB7F72E6BB1C Certificate Of Completion
Envelope Id: E8F915FECB8D4440A043FB7F72E6BB1C Status: Sent Subject: Complete with Docusign: Star FY 2025.pdf
Source Envelope:

Document Pages: 13 Signatures: 6 Envelope Originator:

Certificate Pages: 4 Initials: 0 Michelle Guillermo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
Record Tracking
Status: Original
6/6/2024 8:28:31 AM
Holder: Michelle Guillermo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Katya Bozzi
[email protected]
CEO
Security Level: Email, Account Authentication
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Signed using mobile
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Ramiro Vasquez
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CFO
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Deborah R. Hakman For
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Sent: 6/11/2024 8:32:09 AM
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Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
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Sent: 6/11/2024 8:56:35 AM
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Sharon L'Heureux Dressel
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B0785-0001\2961805v4.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

TRIMAX SYSTEMS LLC FOR ON-CALL INTEGRATION

SERVICES FOR SUPERVISORY CONTROL AND DATA

ACQUISITION (SCADA) SYSTEM SUPPORT
WORK NAME:

NAME OF CONTRACTOR:

On-Call Integration Services for Supervisory Control and Data Acquisition (SCADA) System Support
Trimax Systems LLC
CONTRACTOR'S ADDRESS: 565 Explorer Street
Brea, California 92821
Attention: Seth Dinan, Chief Executive Officer
CITY'S ADDRESS: City of Beverly Hills
345 N. Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
TERM OF CONTRACT:

From: July 1,2024
To: June 30, 2027, unless extended by the City Manager or her designee in writing for two additional one year periods or such other term not to exceed two years pursuant to the same terms and conditions of the Agreement

NUMBER OF CALENDAR DAYS

FROM CITY

ENGINEER/PROJECT
ADMINISTRATOR’S NOTICE

TO PROCEED FOR

CONTRACTOR TO
COMMENCE WORK:

CALENDAR DAYS FOR
COMPLETION OF WORK:

CONTRACT AMOUNT:

CONTRACT AMOUNT:

N/A
N/A
Not to exceed $711,626.00;
Contingency for additional services not to exceed $71,162.60 Total Not to Exceed: $782,788.60
DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 2 B0785-0001\2961805v4.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND TRIMAX SYSTEMS LLC FOR

ON-CALL INTEGRATION SERVICES FOR SUPERVISORY CONTROL AND DATA

ACQUISITION (SCADA) SYSTEM SUPPORT
THIS CONTRACT (the “Contract” or “Agreement”) is made and entered into by and between the CITY OF BEVERLY HILLS, a municipal corporation, hereinafter referred to as “City”, and Trimax Systems LLC hereinafter referred to as “Contractor”.

W I T N E S S E T H
In this consideration of their covenants, the parties hereto agree as follows:

Section 1. PAYMENT.

A. In consideration of the Work as defined herein, City agrees to pay Contractor for the satisfactory performance by Contractor of all work required under this Contract and Contractor agrees to accept as full consideration of all work required under this Contract the Contract Amount set forth on the Cover Page of this Contract as bid for the work, payable as provided in Appendix A “Payment Procedures,” which is attached hereto and incorporated herein by this reference.

B. Any individual project may not exceed Sixty Thousand Dollars ($60,000.00) unless it is determined by the City Manager that an emergency exists as defined in Public Contract Code sections 22035 & 22050 or in a legally declared emergency the City Council delegates to the City Manager or the Director of Emergency Services the authority to order any action pursuant to Public Contract Code sections 22035 & 22050 (Beverly Hills Municipal Code section. 3-3-303).

Section 2. PERFORMANCE PERIOD. Contractor shall commence and complete Work in the time required on the Cover Page.

A. If the Work is not completed in full within the time specified in this Contract, the City shall have the right to grant or deny an extension of time for completion, as may seem best to serve the interest of the City.

B. In addition to the requirements in the Standard Specifications, the Contractor shall not be assessed with liquidated damages during any delay in the completion of the Work caused by unforeseen events, provided that the Contractor shall, within ten (10) days from the beginning of such delay, notify the City in writing of the cause of the delay. The City will ascertain the facts and the extent of the delay, and the City’s findings thereon shall be final and conclusive.

WORK TO BE PERFORMED.

C. Scope of Work. Contractor shall furnish at Contractor’s own expense all labor, materials, supplies, equipment, tools, parts, implements, transportation and other items of expense necessary for, or appurtenant to, the installation, construction and completion in a workmanlike manner of the Work identified on the Cover Page as indicated in the quote provided by Contractor, which is attached hereto as Appendix B and incorporated herein by this reference (the “Work”) and in accordance with the terms and conditions of this Contract and the plans and specifications for this Work, which are incorporated by this reference.

DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 3 B0785-0001\2961805v4.doc
D. The current City of Beverly Hills Standard Drawings and Specifications (the “City Specifications”) are incorporated herein by reference, as applicable, and Contractor shall install all work pursuant to those standard drawings and specifications. Additionally, the Work shall be done in accordance with the provisions of the 2024 edition of “Standard Specifications for Public Works Construction” (commonly known as “the Greenbook”), and all future Supplements, prepared and promulgated by the Southern California Chapter of the American Public Works Association and the Associated General Contractors of California, which specifications are hereinafter collectively referred to as the "Standard Specifications" and are incorporated herein by this reference. This Contract, the City Specifications and the Standard Specifications are to be read harmoniously when possible. In the event of a conflict, the provisions of the City Specifications shall apply and shall supersede provisions of the Standard Specifications. In the event of a conflict between this Contract and either of the other two documents, the more stringent provision shall apply.

Section 3. SPECIAL CONDITIONS
A. Storage will be limited to the Work area.

B. Contractor shall provide all temporary structures, measures, apparatus and services required to prosecute the Work of this bid package.

C. Utilities. All utility service and building system connections or required interruptions shall be coordinated in advance with the City.

1. The Contractor shall verify the location of all underground utilities and services before proceeding with excavation work, requesting in advance the services of inspectors from the utility companies in order to ascertain said locations. Damage to underground utilities resulting from neglect on the part of the Contractor shall be corrected and paid for by the Contractor.

2. The Contractor shall notify all owners of public utilities 48 hours in advance of excavating around any of their substructures and shall also provide the same notice to Underground Service Alert of Southern California. Upon request, the City Engineer/Project Administrator will furnish the Contractor a list of the various offices and numbers to call.

D. Trash Removal. Rubbish, debris, waste, dust or surplus materials shall not be allowed to accumulate and shall be removed continuously and disposed of by the Contractor as the work progresses. Specific rubbish removal companies are allowed to operate within the City, a list of these companies may be obtained by calling Department of Public Works at (310) 288- 2806.

E. Drawings, Warranties and Service Manuals. Contractor shall submit all as-built drawings, warranties and service manuals upon completion of the work.

F. Materials And Workmanship.

1. The City shall have the right to inspect any material used. Material furnished shall be new, complete, ready-for-use and of the latest model, shall not have been used in demonstration or other services and shall have all the usual equipment as shown by its manufacturer's current specifications and catalogs, unless otherwise specified. Equipment, supplies or services that fail to comply with the Contract requirements regarding design, material DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 4 B0785-0001\2961805v4.doc
or workmanship may be rejected at the option of the City. Any materials rejected shall be removed from Work premises at the Contractor's sole expense.

2. All work must be approved by the City. For unsatisfactory work not corrected, the City may, at its option, withhold payment for the unsatisfactory work, deduct the amount from the invoiced amount, have the work corrected by another contractor at Contractor's cost and expense, or perform the corrective work with City personnel and deduct all costs so incurred by the City from moneys owed to the Contractor.

G. License And Permits. Except as provided in this Subsection, the Contractor shall obtain and pay for all permits and licenses required by federal, state or local law, rule or regulation and pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the work. Costs for obtaining City permits required under this Contract will be waived. NOTE: All requirements for obtaining permits (including City permits) remain in effect and are not waived; only the costs of City permits are waived. For information concerning business licenses required under the Beverly Hills Municipal Code, contact the Beverly Hills Finance Department.

H. Changes to the Work.

1. When the Contractor considers that any change order in writing by the City involves extra work, the Contractor shall immediately notify the City in writing as to when and where extra work is to be performed and shall make a claim for compensation therefor each month not later than the first day of the month following that in which the work claimed as extra work was performed. If the changes do, in the opinion of the City, change the amount of work, the Contract Amount shall be adjusted as "extra work".

2. New and unforeseen work will be classed as extra work only when said work is not covered and cannot be paid for under any of the various items or combination of items for which a bid price appears on the proposal form. The Contractor shall not do any extra work except upon written order from the City Engineer/Project Administrator. Compensation for such extra work shall be previously agreed upon in writing between the Contractor and the City Engineer/Project Administrator.

3. Extra work, when ordered and accepted pursuant to paragraph 1 of this Subsection, shall be paid for under a written work order in accordance with the terms therein provided. Payment for extra work will be made at the unit price or lump sum previously agreed upon between the Contractor and prepared by the City Engineer/Project Administrator. All extra work shall be adjusted daily upon report sheets prepared by the City Engineer/Project Administrator, furnished to the Contractor, and signed by both parties, and said daily reports shall be considered thereafter the true record of extra work done.

Section 4. TERMINATION OF WORK.

A. For Cause. Upon notice to Contractor, City may terminate the Work or any part thereof immediately for cause, without any prior notification to Contractor.

B. Without Cause. City may terminate the Work or any part thereof upon five (5) days prior notice to Contractor.

DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 5 B0785-0001\2961805v4.doc
C. Payment. Upon termination of the Contract in whole or in part, City shall pay Contractor, subject to all provisions of the Contract for retention of funds, for all Work completed to the City’s satisfaction prior to the date of termination.

Section 5. BONDS AND INSURANCE. Prior to the execution of this Contract, Contractor shall file with the City the bonds and certificates of insurance specified herein.

A. Bonds. Contractor shall provide a Payment Bond for any individual project which exceeds $25,000. Additionally, the required bond shall be filed in the form attached hereto as Appendix C and incorporated herein by this reference. There must be on file with the City Clerk of the City of Beverly Hills or submitted with the bond, a copy, duly certified by the proper authority and attested by the seal of the corporation, of the transcript or record of appointment entitling or authorizing the person or persons purporting to execute an undertaking or bond for and on behalf of such corporation to act in the premises.

B. Insurance and Workers’ Compensation. Contractor shall procure and maintain for the duration of this Contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, his agents, representatives, employees or subcontractors, pursuant to this Contract.

Insurance, together with an endorsement, shall be of the type, in the amounts and subject to the provisions described below.

1. As required in the Standard Specifications, the Contractor must obtain commercial general liability coverage at least as broad as Insurance Services Office Commercial General Liability occurrence coverage ("occurrence" form CG0001, Ed. 11/88) with a limit of not less than $2,000,000 per occurrence. If the insurance includes a general aggregate limit, that limit shall apply separately to this contract or it shall be at least twice the required per occurrence limit.

2. As required in the Standard Specifications, the Contractor must obtain business automobile liability insurance at least as broad as Insurance Services office form CA 0001 (Ed. 12/90) covering Automobile Liability, code 1 "any auto" and endorsement CA 0029 (Ed. 12/88) with a limit not less than $1,000,000 per accident.

3. Workers’ Compensation In addition to the requirements in the Standard Specifications, workers’ compensation insurance shall be as required by the State of California and employers liability insurance with a limit not less than $1,000,000 per accident.

4. Technical and Cyber Liability Insurance
A policy or policies of Technical and Cyber Liability Insurance each with minimum limits of One Million Dollars ($1,000,000) per claim. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY.

Further, Contractor agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.

5. Evidence of Coverage:
(a) In addition to the requirements in the Standard Specifications , prior to commencement of work under this Contract, Contractor shall file certificates of insurance, in the form attached hereto as Appendices D and E and incorporated herein by this reference, or on DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 6 B0785-0001\2961805v4.doc
forms approved in writing by the City’s Risk Manager, and with original endorsements evidencing coverage in compliance with this Contract.
(b) 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 an A+, VII in the latest edition of Best’s Insurance Guide.
(c) Contractor shall provide to City, on request, a complete copy, including all endorsements and riders, of any insurance policy. (d) During the term of this Contract, Contractor shall maintain current valid proof of insurance coverage with City at all times. Proof of renewals shall be filed prior to expiration of any required coverage and shall be provided on the City's standard proof of insurance form.
(e) Failure to submit any required evidences of insurance within the required time period shall be cause for termination for default. (f) In the event Contractor does not maintain current, valid evidence of insurance at the required minimum amounts or more on file with City throughout the duration of the Contract, City may, at its option, withhold payment of any moneys owed to Contractor, or which it subsequently owes to Contractor, until proper proof is filed. (g) Contractor shall provide City with at least thirty days prior written notice if the required coverage is suspended, voided, canceled or be reduced in coverage or limits.
(h) All liability coverages shall name the City, its City Council and every officer, agent and employee of City as additional insureds with respect to work under this Contract. (i) Contractor's insurance and any insurance provided in compliance with these specifications shall be primary with respect to any insurance or self-insurance programs covering the City, its City Council and any officer, agent or employee of City. (j) The insurer shall agree to waive all rights of subrogation against the City, its City Council and every officer, agent and employee of City. Any deductibles or selfinsured retentions shall be declared to and must be approved by City. At the option of the City, either the insurer shall reduce or eliminate the deductibles or self-insured retentions as respects the City, or the Contractor shall procure a bond guaranteeing payment of losses and expenses. (k) In the event that Contractor does not provide continuous insurance coverage, the City shall have the right, but not the obligation, to obtain the required insurance coverage at Contractor's cost, and the City may deduct all such costs from moneys the City owes to the Contractor or from moneys which it subsequently owes to the Contractor, or Contractor shall owe the City this amount.
(l) The insurance coverage amounts required under the Agreement do not limit the City’s right to recover against Contractor and its insurance carriers.

DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 7 B0785-0001\2961805v4.doc
Section 6. LEGAL RELATIONS AND RESPONSIBILITY TO THE CITY A. Laws To Be Observed. The Contractor shall be knowledgeable of all existing and pending State and federal laws and all municipal ordinances and regulations of the City, which in any manner affect those employed in the Work or the material used in the Work, or which in any way affect the conduct of the Work, and of all such orders and decrees of bodies or tribunals having jurisdiction or authority over the same. The Contractor shall particularly observe all ordinances of the City in relation to the obstruction of streets or conduct of the work, keeping open passageways and protecting the same where they are exposed or dangerous to traffic.

B. Social Security Requirements. The Contractor shall furnish to the City satisfactory evidence that he/she and all subcontractors are complying with all requirements of the Federal and State Social Security legislation. The Contractor, at any time on request, shall satisfy the City that the Social Security and Withholding Tax are being properly reported and paid.

C. Labor Laws and Prevailing Wages. In accordance with Labor Code Section 1770 et seq., the Project is a “public work.” The selected Bidder (or Contractor) and any Subcontractors shall pay wages in accordance with the determination of the Director of the Department of Industrial Relations (“DIR”) regarding the prevailing rate of per diem wages. Copies of those rates are on file with the Director of Public Works and are available to any interested party upon request.

Contractor shall post a copy of the DIR’s determination of the prevailing rate of per diem wages at each job site. Contractor shall execute simultaneously with the execution of this Contract the Statement Acknowledging Obligation to Comply with California Labor Law, which is attached hereto as Appendix F and incorporated herein by this reference.

D. Registration Of Contractors. Only a Contractor licensed in accordance with the provisions of Chapter 9, Division 3 of the Business and Professions Code shall be permitted to enter into a contract with the City for any public improvement. The Contractor shall at all times possess a valid California Contractor’s license in the class required on the Cover Page of this Contract.

E. Registration with the Department of Industrial Relations. In accordance with Labor Code Sections 1725.5 and 1771.1, no contractor or subcontractor shall be qualified to bid on, be listed in a Bid, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, unless currently registered and qualified to perform a public work pursuant to Labor Code Section 1725.5 [with limited exceptions for Bid purposes only under Labor Code Section 1771.1(a)].

F. Debarment or Suspension. Contractor and all subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or 1777.7. If Contractor or any subcontractor becomes debarred or suspended throughout the duration of the Work, Contractor shall immediately notify City.

G. Patents. The Contractor shall assume all responsibility arising from the use of any patented, or allegedly patented, materials, equipment, devices, or processes used on or incorporated in the Work, and shall defend, indemnify, and hold harmless the City, and each of its officers, agents, and employees from and against any and all liabilities, demands, claims, damages, losses, costs, and expenses, of whatsoever kind or nature, arising from such use.

H. Indemnity. The following indemnity provisions shall supersede the indemnity in the Standard Specifications.

DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 8 B0785-0001\2961805v4.doc

1. Contractor’s Duty. To the maximum extent permitted by law, Contractor hereby agrees, at its sole cost and expense, to defend with competent defense counsel approved by the City Attorney, protect, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, volunteers, attorneys, agents (including those City agents serving as independent contractors in the role of City representative), successors, and assigns (collectively “Indemnitees”) from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, charges, obligations, damages, causes of action, proceedings, suits, losses, stop payment notices, judgments, fines, liens, penalties, liabilities, costs and expenses of every kind and nature whatsoever, in any manner arising out of, incident to, related to, in connection with or resulting from any act, failure to act, error or omission of Contractor or any of its officers, agents, attorneys, servants, employees, subcontractors, material suppliers or any of their officers, agents, servants or employees, arising out of, incident to, related to, in connection with or resulting from any term, provision, image, plan, covenant, or condition in the Contract Documents, including without limitation, the payment of all consequential damages, attorneys’ fees, experts’ fees, and other related costs and expenses (individually, a “Claim,” or collectively, “Claims”). Contractor shall promptly pay and satisfy any judgment, award or decree that may be rendered against Indemnitees in any such Claim.

Contractor shall reimburse Indemnitees for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Contractor or Indemnitees. This indemnity shall apply to all Claims regardless of whether any insurance policies are applicable or whether the Claim was caused in part or contributed to by an Indemnitees.

2. Civil Code Exception. Nothing in this Section 6(H) shall be construed to encompass Indemnitees’ sole negligence or willful misconduct to the limited extent that the underlying Contract is subject to Civil Code Section 2782(a) or the City’s active negligence to the limited extent that the underlying Contract is subject to Civil Code Section 2782(b), provided such sole negligence, willful misconduct or active negligence is determined by agreement between the parties or by the findings of a court of competent jurisdiction.

3. Nonwaiver of Rights. Indemnitees do not and shall not waive any rights that they may possess against Contractor because the acceptance by City or the deposit with City of any insurance policy or certificate required pursuant to this Contract. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by Indemnitees and shall operate to fully indemnify Indemnitees against any such negligence.

4. Waiver of Right of Subrogation. Contractor, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees while acting within the scope of their duties from all Claims arising out of or incident to the activities or operations performed by or on behalf of the Contractor, or lack or omission thereof, regardless of any prior, concurrent or subsequent active or passive negligence by Indemnitees.

5. Survival. The provisions of this Section 6(H) shall survive the term and termination of the Contract, are intended to be as broad and inclusive as is permitted by the law of the State, and are in addition to any other rights or remedies that Indemnitees may have under the law. Payment is not required as a condition precedent to an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment against a Contractor shall be conclusive in favor of the Indemnitee’s right to recover under this indemnity provision.

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I. Dispute Resolution Meetings. In the event of any damage or injury caused by Contractor or its subcontractors in the performance of the Contract, the Contractor shall attend dispute resolution meetings with the City and interested parties as required by the City.

J. Resolution of Claims And Disputes. In the event of any dispute or controversy with the City over any matter whatsoever, the Contractor shall not cause any delay or cessation in or of Work, but shall proceed with the performance of the Work in dispute. The Contractor shall retain any and all rights provided that pertain to the resolution of disputes and protests between the parties. The Disputed Work will be categorized as an “unresolved dispute” and payment, if any, shall be as later determined by mutual agreement or a court of law. The Contractor shall keep accurate, detailed records of all Disputed Work, claims and other disputed matters.

All claims arising out of or related to the Contract Documents or this Project, and the consideration and payment of such claims, are subject to the Government Claims Act (Government Code Section 810 et seq.) with regard to filing claims. All such claims are also subject to Public Contract Code Section 9204 and Public Contract Code Section 20104 et seq. (Article 1.5), where applicable. This Contract hereby incorporates those provisions as though fully set forth herein.

Thus, the Contractor or any Subcontractor must file a claim in accordance with the Government Claims Act as a prerequisite to filing a construction claim in compliance with Section 9204 and Article 1.5 (if applicable), and must then adhere to Article 1.5 and Section 9204, as applicable, pursuant to the definition of “claim” as individually defined therein.

K. Assignment of Unfair Business Practices. In entering into this Contract, the Contractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this Contract. This assignment shall be made and become effective at the time the City tenders final payment to the Contractor, without further acknowledgment by the parties. Contractor shall include this provision in its contracts with all subcontractors such that they offer and agree to assign to the City all rights, title, and interest in and to all causes of action they may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to their subcontracts.

Section 7. PROSECUTION AND PROGRESS OF THE WORK
A. Subletting and Assignment. The Contractor shall give personal attention to the fulfillment of this Contract and shall be in control of the work. The Contractor shall not assign, transfer nor sublet any part of the Work, nor shall the Contract be assigned, transferred, or sublet, in whole or in part, without the written consent of the City by the City Engineer/Project Administrator and of all sureties of the Contractor's bonds. Such consent of the sureties, together with a copy of the subcontract, shall be filed with the City Engineer/Project Administrator prior to his or her consent. Any assignment, transfer or subletting of the Contract in violation of this Subsection is null and void. No assignment, transfer or subletting, even though consented to, shall relieve the Contractor of liability under the Contract. This provision shall govern over the Standard Specifications.

B. Subcontractors. All persons engaged in the Work, including all subcontractors and their employees, will be considered as employees of the Contractor, their work being subject to the provisions of the Contract and the specifications. Should any subcontractor fail to perform DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 10 B0785-0001\2961805v4.doc
work to the satisfaction of the City Engineer/Project Administrator, said subcontractor shall be removed immediately from the Work upon request by the City Engineer/Project Administrator and shall not again be employed on the Work, and the Contractor shall be held liable for the deficient work.

C. Temporary Stoppage of Construction Activities. In addition to the City Engineer/Project Administrator’s authority to suspend the Work for other reasons, the City Engineer/Project Administrator shall have the authority to issue an order suspending the Work wholly or in part for such a period of time as he may deem necessary due to unsuitable weather, such other conditions as he considers unfavorable for the proper prosecution of the work, or failure on the part of the Contractor to carry out orders or to perform any of the requirements of this Contract. The Contractor shall immediately comply with such an order from the City Engineer/Project Administrator and shall not resume operations until so ordered in writing.

Section 8. CONTROL OF THE WORK.

A. Authority of The City Engineer/Project Administrator. In addition to the City Engineer/Project Administrator’s responsibilities listed in the Standard Specifications, the City Engineer/Project Administrator shall decide any and all questions that may arise as to the quality and acceptability of materials furnished and work performed, as to the manner of performance and rate of progress of the Work, and any and all questions which may arise as to the interpretation of the plans and specifications. The City Engineer/Project Administrator shall likewise decide any and all questions as to the acceptable fulfillment of the Contract on the part of the Contractor, and all questions as to claims and compensations. The decision of the City Engineer/Project Administrator shall be final, and he shall have relative authority to enforce and make effective such decisions and actions as the Contractor fails to carry out promptly.

B. Protection of The Work. In addition to the Standard Specifications, the Contractor shall continuously maintain adequate protection of the Work from damage, and the City will not be held responsible for the care or protection of any material, equipment, or parts of the Work, except as expressly provided for in the specifications.

C. Access To Residents’ Driveways. In addition to the Standard Specifications , sufficiently in advance of construction, the Contractor shall notify residents of property adjoining the location of the Work as of the date when such construction work will start. In case of work requiring excavation of the roadway which may interfere with the use by residents of their driveways, suitable provisions shall be made by the Contractor to make it possible for residents to gain access to their driveways until such time as the exigencies of construction may demand a temporary blocking of said driveways. Efforts shall be made by the Contractor to minimize the duration of said blocking and to notify the residents of this need well in advance, thus allowing them to make suitable arrangements to keep their automobiles elsewhere.

D. Removal of Interfering Obstructions. The Contractor shall remove and dispose of all debris, abandoned structures, tree roots, and obstructions of any character met during the process of excavation.

E. Avoidance of Patchwork Appearance. New PCC work shall conform in grade, finish and color to the adjoining portions. Any sections of said work having a patchwork appearance will be rejected by the City Engineer/Project Administrator, and the Contractor shall replace them at the Contractor's expense. To ensure a neat break line between existing and new portions of PCC work, the Contractor will be required to use a concrete cutting saw of a type approved by DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 11 B0785-0001\2961805v4.doc
the City Engineer/Project Administrator. Likewise, whenever adjoining PCC work is damaged during the process of new construction, the damaged portions shall be removed in such a way that a neat, straight joint is provided between the new portions and existing work.

F. Care of Gutters Adjacent to Areas To Be Paved. During the process of resurfacing the roadways or construction of new pavement, the Contractor shall exercise particular care to remove all excess resurfacing material which may be deposited upon the PCC gutters. Whenever specifications call for the resurfacing material to overlap the existing gutters, the overlapping portions shall not exceed the dimensions shown on the plans and a wavy overlapping line shall be avoided. Any undulation of the overlapping line accidentally resulting from the application of the paving or resurfacing material shall be corrected by the Contractor before the work is accepted by the City Engineer/Project Administrator.

G. Depth of The Required Excavation. When the Work requires excavation and removal of existing pavement and excess of underlying soil, these materials shall be removed to the depth specified by the City Engineer/Project Administrator. Whenever the subgrade exposed after the removal of the excess underlying soil is found to be of the desirable kind, excavation need not proceed below the depth specified by the City Engineer/Project Administrator. However, if the excavation discloses the fact that there is mud or any other soft material in the subgrade, said material shall be removed to a minimum depth of six inches (6"), at the discretion of the City Engineer/Project Administrator. Backfill of the additional excavated portions shall be made with select material removed from other portions of the Work, provided said material is found suitable by the City Engineer/Project Administrator. The volume in place of the additional soil excavation will be determined by the field representatives of the City Engineer/Project Administrator, and the Contractor will be entitled in this case to extra payment in an amount agreed upon in advance by the Contractor and the City Engineer/Project Administrator based on the additional number of cubic yards excavated. Should imported material be required for the backfill, the unit cost per cubic yard of said imported material shall be agreed in advance, in writing, between the Contractor and the City Engineer/Project Administrator, and extra payment for said material will be made to the Contractor for the actual volume used, as verified in the field by representatives of the City Engineer/Project Administrator.

H. Sequence of The Work of Excavation. Whenever the Work calls for excavation of existing pavement and excess soil and for construction of base material, the process of excavation shall be conducted by the Contractor so that, at the end of any working day, the area where excavation is proceeding shall not be more than three hundred feet (300’) in advance of the area where the untreated rock base over sections already excavated is being laid, unless otherwise indicated in the specifications.

I. Maintenance of Traffic and Safety Requirement. If Contractor must perform work in a street right-of-way, Contractor shall conduct operations so as to cause the least possible obstruction and inconvenience to public traffic and safety, and Contractor shall take all necessary measures to maintain an adequate traffic flow, to prevent accidents, to protect the site of the Work and to keep streets open and in passable condition for emergency vehicles at all times. During construction the Contractor shall, as far as practicable, keep the Work area free of rubbish and debris and in as clean a condition as possible.

A suitable width of any intersecting street shall be kept in reasonably good condition for traffic, including the necessary provisions for proper drainage. Should the requirements of construction demand closing the full width of an intersection, such closing shall be allowed only after the Contractor has secured permission from the City Engineer/Project Administrator and the duration DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 12 B0785-0001\2961805v4.doc
of the closing must be for the minimum length of time possible. After said permission is granted, the Contractor shall make the necessary arrangements to provide temporary crossings, or to reroute traffic away from said intersection and provide and maintain barriers, guards, directional signs, watchpersons, and lights at all detour points, in order to give adequate warning to the public at all times that the streets are under construction and of the dangerous conditions as a result thereof. The Contractor shall also erect and maintain such additional warning and directional signs as may be furnished by the City.

J. Barriers, Lights, Etc. The above-mentioned barriers, safety lights, warning and regulatory signs, guards, temporary crossovers, and watchpersons shall also be provided and maintained by the Contractor at the Contractor's expense over all portions of the Work during construction and until acceptance of the Work. Provisions shall be made by the Contractor to insure operation of the safety lights throughout the evenings without interruption. No safety lights using inflammable liquids shall be permitted during the progress of the Work, and only electric battery-operated safety lamps will be approved for this purpose.

K. Removal of Defective or Unauthorized Work. It is the intent of the specifications that only first-class work, materials, and workmanship will be acceptable. All work which is defective in its construction or deficient in any of the requirements of the specifications shall be remedied or removed and replaced by the Contractor in an acceptable manner, and no compensation will be allowed for such correction. Any work done beyond the lines shown on the plans or established by the City Engineer/Project Administrator or any extra work done without written authority will be considered as unauthorized and will not be paid for. Upon failure on the part of the Contractor to comply forthwith with any order of the City Engineer/Project Administrator made under the provisions of this paragraph, the City Engineer/Project Administrator shall have authority to cause defective work to be remedied or removed and replaced and unauthorized work to be removed, and to deduct the costs thereof from any monies due or to become due the Contractor. If the Work is found to be in compliance with this Contract and the specifications, the City Engineer/Project Administrator will furnish the Contractor with a certificate to that effect.

L. Supervision. All manufactured products, materials, and appliances used and installed, and all details of the work done shall at all times be subject to the supervision, test, and approval of the City Engineer/Project Administrator or his authorized representatives. The City Engineer/Project Administrator or his authorized representatives shall have access to the work at all times during construction and shall be furnished with every reasonable facility for securing full knowledge with regard to the progress, workmanship and character of the materials used or employed in the Work.

M. Inspectors. The Contractor shall prosecute work only in the presence of inspectors appointed by the City Engineer/Project Administrator and any work done in the absence of said inspectors will be subject to rejection. All instructions given to the Contractor by such inspectors shall be regarded as having been given directly by the City Engineer/Project Administrator. The Contractor shall make a written application for an inspector at least twenty-four (24) hours before his services are required on the work. Whenever the cost of an improvement or the cost of any portion thereof is defrayed from the Gas Tax Funds allocated to the City by the County of Los Angeles, or by the State of California, inspectors appointed by the State or County shall likewise be given full access to the site of the work in order that they may perform their inspection duties efficiently and without interference. The inspection of the Work shall not relieve the Contractor of any of his obligations to fulfill the Contract as prescribed. Defective work shall be made good and unsuitable materials rejected, notwithstanding the fact that such defective work and unsuitable DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 13 B0785-0001\2961805v4.doc
materials may have been previously overlooked by the inspectors and accepted or estimated for payment.

N. Final Cleaning Up. Upon completion of the Work and before making application to the City Engineer/Project Administrator for acceptance of the Work, the Contractor shall clean all the streets and grounds occupied by him in connection with the Work of all rubbish, debris, excess material, temporary structures and equipment, leaving the entire site of the Work in a neat, presentable condition.

O. Loss or Damage. Any loss or damage arising from any omission or act of the Contractor or any of his subcontractors, employees or agents or by any action which had not been authorized in the provisions of the specifications shall be sustained by the Contractor.

Section 9. SAFETY AND PROTECTION OF WORKERS.

Pursuant to Public Contract Code Section 7104, if any work under this Contract involves digging trenches or other excavations that extend deeper than four feet (4’) below the surface, the Contractor shall promptly, and before the following conditions are disturbed, notify City in writing of any: material that the Contractor believes may be material that is hazardous waste, as defined in Section 25117 of the Health and Safety Code, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; subsurface or latent physical conditions at the site differing from those indicated; or unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in the work of the character provided for in the Contract. The City shall promptly investigate the conditions, and if it finds that the conditions do materially so differ or do involve hazardous waste and cause a decrease or increase in the Contractor's cost of or the time required for performance of any part of the Work, the City shall issue a change order under the procedures described in the Contract. In the event that a dispute arises between the City and the Contractor whether the conditions materially differ, involve hazardous waste, or cause a decrease or increase in the Contractor's cost of or time required for performance of any part of the Work, the Contractor shall not be excused from any scheduled completion date provided for by the Contract, but shall proceed with all work to be performed under the Contract. The Contractor shall retain any and all rights provided either by Contract or by law which pertain to the resolution of disputes and protests between the contracting parties. All expenses pursuant to this Section are included in the Contract Amount listed on the Cover Page of this Contract.

MISCELLANEOUS.

A. Severability. Whenever possible, each covenant, condition, restriction, or provision of this Contract shall be interpreted in such a manner as to be valid under applicable law. If any covenant, condition, restriction, or provision of this Contract or application thereof to any person or entity is determined by a court of competent jurisdiction to be invalid, void or unenforceable, such 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.

B. Audit. The City or its representative shall have the option of inspecting, auditing, or inspecting and auditing all records and other written materials used by Contractor in preparing its billings to the City as a condition precedent to any payment to Contractor. Contractor shall promptly furnish documents requested by the City. Additionally, Contractor shall be subject to DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 14 B0785-0001\2961805v4.doc
State Auditor examination and audit at the request of the City or as part of any audit of the City, for a period of five (5) years after final payment under this Contract.

C. 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.

D. Notice. Any notice, request, direction, demand, consent, waiver, approval or other communication required or permitted to be given hereunder shall not be effective unless it is given in writing and shall be delivered (1) in person, (2) by certified mail, postage prepaid, return receipt requested, (3) by facsimile, or (4) by a commercial overnight courier that guarantees next day delivery and provides a receipt. Such communication must be addressed to the parties at the addresses stated on the Cover Page of this Contract or at such other address as either Party may hereafter notify the other in writing as aforementioned.

Service of any such notice or other communications shall be deemed effective on the day of actual delivery, whether accepted or refused.

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

F. Governing Law. This Contract shall in all respects be interpreted, enforced and governed by and under the laws of the State of California applicable to instruments, persons, transactions and subject matter which have legal contacts and relationships solely within the County of Los Angeles, State of California. Venue and jurisdiction with respect to any action, claim or other proceeding arising under or in relation to this Contract shall be exclusively in the State courts located within the County of Los Angeles, State of California.

G. Waiver. The waiver of any provision of this Contract must be in writing and signed by the party providing such waiver. The waiver of a breach of any provision of this Contract shall not be deemed to be a waiver of such provision or any subsequent breach of the same or any other provision of this Contract. Acceptance of performance after the due date of such performance shall not be deemed to be a waiver of any preceding breach of any provision of this Contract, regardless of the accepting Party’s knowledge of such preceding breach at the time of acceptance of such performance.

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H. Headings. All Section headings and subheadings are inserted for convenience only and shall have no effect on the construction or interpretation of this Contract.

I. Third-Party Claims. The City shall have full authority to compromise or otherwise settle any claim relating to the Work at any time. The City shall timely notify the Contractor of the receipt of any third-party claim relating to the Work. City shall be entitled to recover its reasonable costs incurred in providing this notice.

J. Contractor’s Representations. By signing the Contract, Contractor represents, covenants and agrees that: a) Contractor is licensed, qualified, and capable of furnishing the labor, materials, and expertise necessary to perform the services in accordance with the terms and conditions set forth in the Contract; b) there are no obligations, commitments, or impediments of any kind that will limit or prevent Contractor’s full performance under the Contract; c) there is no litigation pending against Contractor, and Contractor is not the subject of any criminal investigation or proceeding; and d) to Contractor’s actual knowledge, neither Contractor nor its personnel have been convicted of a felony.

K. Conflicts of Interest. Contractor agrees not to accept any employment or representation during the term of the Contract or within twelve (12) months after acceptance that is or may likely make Contractor “financially interested,” as provided in Government Code Section 1090 and 87100, in any decisions made by City on any matter in connection with which Contractor has been retained pursuant to the Contract.

L. Independent Contractor. Contractor is and shall at all times remain, as to the City, a wholly independent contractor. Neither the City nor any of its employees or agents shall have control over the conduct of Contractor or any of the Contractor’s employees, except as herein set forth, and Contractor is free to dispose of all portions of its time and activities which it is not obligated to devote to the City in such a manner and to such persons, firms, or corporations at the Contractor wishes except as expressly provided in this Contract. Contractor shall have no power to incur any debt, obligation, or liability on behalf of the City, bind the City in any manner, or otherwise act on behalf of the City as an agent. Contractor shall not, at any time or in any manner, represent that it or any of its agents, servants or employees are in any manner agents, servants or employees of City. Contractor agrees to pay all required taxes on amounts paid to Contractor under this Contract, and to indemnify and hold the City harmless from any and all taxes, assessments, penalties, and interest asserted against the City by reason of the independent contractor relationship created by this Contract. The City shall have the right to offset against the amount of any compensation due to Contractor under this Contract any amount due to the City from Contractor as a result of its failure to promptly pay to the City any reimbursement or indemnification arising under this Section.

M. Construction. In the event of any asserted ambiguity in, or dispute regarding the interpretation of any matter herein, the interpretation of this Contract or any incorporated documents shall not be resolved by any rules of interpretation providing for interpretation against the party who causes the uncertainty to exist or against the party who drafted the entirety or a portion of the Contract or incorporated document.
[Signatures on following page.]
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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: Trimax Systems LLC

SETH DINAN
Chief Executive Officer

BINAL PATEL
Assistant Controller
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
[Signatures continue.]
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ROBERT WELCH
Utilities General Manager
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
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APPENDIX A

PAYMENT PROCEDURES

1.0 PROGRESS PAYMENTS

1.1 Based upon Applications for Payment submitted to the City, the City shall make progress payments on account of the Contract Amount as set forth on the Cover Page of the Contract to the Contractor as provided below.

1.2 City shall make payment to the Contractor within thirty (30) days after receipt of a proper Application for Payment.

1.3 Each Application for Payment shall be based upon the approved Schedule of Values submitted by the Contractor. The Schedule of Values shall allocate the entire Contract Amount among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as may be required.

1.4 Applications for Payment shall indicate the percentage of completion of each portion of the Work as of the end of the period covered by the Application for payment.

1.5 The amount of each progress payment shall be computed as follows:

1.5.1 Take that portion of the Contract Amount properly allocable to completed and satisfactory work as determined by multiplying the percentage completion of each portion of the work by the share of the total Contract Amount allocated to that portion of the work in the Schedule of Values, less a retention of five percent (5%).

1.5.2 Add that portion of the Contract Amount properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the City, suitably stored off the site at a location agreed upon in writing), less a retention of five percent (5%).

1.5.3 Subtract the aggregate of previous payments made by the City.

1.6 Pursuant to Section 22300 of the Public Contract Code, at the request and expense of the Contractor, securities equivalent to the retention amount withheld may be deposited with the City or with a state or federally chartered bank as the escrow agent, and City shall then pay such moneys to the Contractor. Alternatively, the Contractor may request and the City shall make payment of retentions earned directly to the escrow agent at the expense of the Contractor. If Contractor elects one of these options, Contractor shall execute an escrow agreement in a form approved by the City Attorney.

1.7 Reduction or limitation of retention, if any, shall be upon written request by the Contractor. The City, at its discretion, may reduce the total retention withheld or release retention for a specific item of work in accordance with the law.

2.0 FINAL PAYMENT

2.1 The final payment, constituting the entire unpaid balance of the Contract Amount, including the retention, shall be made by the City to the Contractor when (1) the Contract has DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 19 B0785-0001\2961805v4.doc
been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming work as agreed to between the City and the Contractor; and (2) a final Certificate for Payment has been submitted by the Contractor and approved by the City. Final payment shall be made by the City not more than forty (40) days after completion of the above, but only to the extent that no stop payment notices or other requirements to withhold funds are then in effect.

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APPENDIX B

SCOPE OF WORK
I. Services
Contractor shall provide CITY with on-call AND/OR emergency Supervisory Control and Data Acquisition (SCADA) integration services, including trouble shooting, programming, report generation, report writing, support, and modifications for reservoirs, water wells, water pumping stations, water treatment plants, and pressure reducing valve (PRV) stations. On an on-call and/or emergency basis, Contractor shall provide software, hardware, instrumentation, radio, computer network communications, electrical, and computer repair or replacement services.

Contractor shall be available year- round and available on a 24-hour/7-day basis. For emergency services, Contractor shall comply with a 30-minute maximum call back response time with a 2- hour maximum on-site response. For on-call services, services shall be scheduled to occur within two weeks. Contractor shall provide best management practices in protecting the SCADA system when using non-CITY computers or peripherals. Contractor shall maintain a C-10 electrical license. Contractor shall update and provide Layout Drawings, AutoCAD files and Ladder Logic of any SCADA modifications or equipment upgrades as needed.

Contractor shall perform the following additional services at the written direction of the Director of Public Works or her designee. Development and implementation of Best Management Practices for Cyber Security of existing and future Supervisory Control and Data Acquisition (SCADA) control systems.

Development and implementation of SCADA integration for various Capital Improvement Projects.

Development and implementation of upgrading existing Programmable Logic Controllers throughout water distribution system including all reservoirs, pump stations and Pressure Reducing Valve (PRV) stations.

Prior to commencing such additional services, Contractor shall provide CITY with a scope of work for the additional services and a cost estimate, which is subject to the written approval of CITY.

Support services include the following:

A. Cabrillo Forebay
• Pump Station and 4 Bay, Zone 8 & 9
• Project Coordination Weekly Meetings
• SCADA Programming implementation
• Provide Programming for new equipment
• Participate in Startup Testing
• Provide Submittal Review for new equipment and instrumentation • Does not include equipment or instrumentation.

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B. La Cienega Park Wells
 Project Coordination Weekly Meetings
 Participate in Planning and Construction meetings with Designing Firm  PID Review
 Control and Instrumentation Review
 PLC Program Review
 SCADA Programming implementation
 Incorporate control and functionality into SCADA
 Participate in Startup Testing
 Provide Submittal Review for new equipment and instrumentation  Does not include equipment or instrumentation.

C. Reservoir Management System
• Project Coordination Weekly Meetings
• Participate in Planning and Construction meetings with Designing Firm • Proportional – Integral – Derivative (PID) Review
• Control and Instrumentation Review
• Programmable Logic Controller (PLC) Program Review
• SCADA Programming implementation
• Incorporate control and functionality into SCADA
• Duplicate Human Machine Interface (HMI) Screens in SCADA • Provide Startup assistance to Vendor
• Provide Submittal Review for new equipment and instrumentation • Does not include equipment or instrumentation.

D. Water Treatment Plant 2024 Expansion Projects (Interconnect at LADWP Woodland Reservoir)
 Project Coordination Meetings
• Participate in project progress meetings with Designing Firm • Planning and Construction
• SCADA Programming implementation
• PLC Program Review
• Provide Submittal Review for new equipment and instrumentation • Does not include equipment or instrumentation.

E. Ignition Perspective Upgrade
• Ignition upgrade
• Mobile screens development
F. Monticello Pump Station
• Check UPS System
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G. Quad Pump Station
• Create new PLC & HMI Program to replace existing vendor package • Insure operation with existing SCADA
• Provide testing and Startup
• Hardware as needed
H. Dual Pump Station
• Create new PLC & HMI Program to replace existing vendor package • Insure operation with existing SCADA
• Provide testing and Startup
• Hardware as needed
I. On Call Support Services (3 Year Duration)
• (24) Hour Support
• Emergency Services
• SCADA Integration
• On Call Consulting Services
J. Yearly Instrumentation Calibration (3 Year Duration) Instrumentation calibration includes Flow, Pressure, and Level transmitters.

These devices will be inspected as follows:
• Pressure Sensors – The sensors will be calibrated in the field, and the readings through to SCADA will be verified to match the output of transmitters. • Level Sensors – The sensors will be calibrated in the field, and the readings through to SCADA will be verified to match the output of transmitters. • Flow Meters - The readings from the flow meters will be verified that they are correctly indicated on the SCADA system. Accuracy of the signal from the transmitter to the actual flow in the pipe will not be verified.

K. Electrical Services (3 Year Duration)
• Yearly Budget of $25,000.00 for miscellaneous Electrical Support Services Additional services outside of the Scope of Work as outlined above will be set forth in writing before any work will be initiated. Contractor and CITY will mutually agree to additional services and cost in writing.

Contractor guarantees the work shall be performed in accordance with the Scope of Work specified herein and to CITY’s full satisfaction and accordance with all relevant codes and regulations.

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 Non-Emergency Regulations, DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 23 B0785-0001\2961805v4.doc
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.

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APPENDIX C

PAYMENT BOND
KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS, the City of Beverly Hills, California, hereinafter "City", has awarded to ________________________________________ [Name of Contractor] hereinafter designated as "Principal," a Contract for _____________________________________ within the City; WHEREAS, said Principal is required under the terms of the Contract, which is incorporated herein, and the California Civil Code, to file a good and sufficient payment bond with the City to secure the claims to which reference is made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code;
NOW, THEREFORE, we, the undersigned Principal, and ,
("Surety") a duly admitted surety insurer under the laws of the State of California, as Surety, are held firmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other persons employed in the performance of the Contract and referred to in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code in the penal sum of:
_______________________________________________________ Dollars ($_________________ ), for materials furnished or labor thereon of any kind, or for amounts due under the Unemployment Insurance Act with respect to this work or labor, that the surety will pay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is brought upon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees, including reasonable attorney’s fees, incurred by the City in successfully enforcing this obligation, to be awarded and fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

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

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

FURTHER the Surety, for value received, hereby stipulates and agrees that no change, extension of time, alteration or addition to the Contract Documents, or of the work to be performed thereunder, shall in any way affect the obligations of this bond, and it does hereby waive notice of any such change, extension of time, alteration, or addition to the terms of the Contract Documents or to the work or specifications thereunder. Surety hereby waives notice of any such change, extension, alteration, or addition.

IN WITNESS WHEREOF, three (3) identical counterparts of this instrument, each of which shall for all purposes be deemed an original hereof, have been duly executed by the Principal and Surety named herein, on the date set forth below, the name of each corporate party being hereto affixed and these presents duly signed by its undersigned representative(s) pursuant to authority of its governing body.

DATE: _____________________________________________
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"PRINCIPAL" "SURETY"
______________________________________
______________________________________
BY: BY: _________________________________
Its Its
BY: BY: _________________________________
Its Its
{ SEAL } { SEAL }
NOTE: THIS BOND MUST BE EXECUTED IN TRIPLICATE AND DATED. ALL SIGNATURES

MUST BE NOTARIZED, AND EVIDENCE OF THE AUTHORITY OF ANY PERSON SIGNING AS ATTORNEY-IN-FACT MUST BE ATTACHED.

APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 26 B0785-0001\2961805v4.doc

APPENDIX D

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

Named Insured (Contractor) Companies Affording Coverage A.

Address B.

C.

Policy
Number
Company
A,B,C
Coverage Expiration
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 a joint and several assureds with respect to claims arising out of the following project: ____________________________ 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 cost 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 on contribution with insurance which may be available to 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, condition of any contract or other document with respect to which this certification or verification of insurance may be issued or may DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 27 B0785-0001\2961805v4.doc
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 ___________________________
__________________________
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APPENDIX E

CERTIFICATE OF INSURANCE
(Workers’ Compensation)
WHEREAS, the City of Beverly Hills has requires certain insurance to be provided by:
_____________________________________________________________ _____________________________________________________________ NOW, THEREFORE, the undersigned insurance company does hereby certify that it has issued the policy or policies described below to the following named insureds and that the same are in force at this time.

1. This certificate is issued to: City of Beverly Hills, City Hall, 455 North Rexford Drive, Beverly Hills, California.

2. The insureds under such policy or policies are:
_____________________________________________________________ _____________________________________________________________

3. Workers’ Compensation Policy or Policies in a form approved by the Insurance Commissioner of California covering all operations of the named insureds, as follows:

POLICY NUMBER EFFECTIVE DATE EXPIRATION DATE
______________
______________
______________
______________
______________
______________
______________
______________
______________

3. Said policy or policies shall not be canceled, nor shall there by any reduction in coverage or limits of liability, unless and until thirty days written notice thereof has been served upon the City Clerk of the City of Beverly Hills. ________________________________
By______________________________
Its Authorized Representative
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APPENDIX F

STATEMENT ACKNOWLEDGING OBLIGATION TO COMPLY

WITH CALIFORNIA LABOR LAW

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

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

3. The project is subject to compliance monitoring and enforcement by the DIR.

Pursuant to Labor Code Section 1771.4, Contractor shall post job site notices, as prescribed by regulation.

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

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

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

7. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide CITY with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 30 B0785-0001\2961805v4.doc
subcontractors shall submit to CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

8. Contractor acknowledges that eight hours labor constitutes a legal day’s work.

Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to CITY, forfeit twenty-five dollars ($25) for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code.

Pursuant to Labor Code section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay.

9. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows:
“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

10. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor’s compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor’s compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure.

DocuSign Envelope ID: 91474A0D-1D0E-4664-AD8C-D21DA4539592 Certificate Of Completion
Envelope Id: 91474A0D1D0E4664AD8CD21DA4539592 Status: Sent Subject: Complete with DocuSign: Trimax Systems LLC - SCADA.pdf Source Envelope:

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Certificate Pages: 3 Initials: 0 Jazmin Rosas
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
5/23/2024 9:03:50 AM
Holder: Jazmin Rosas
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Seth A Dinan
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Anthony Rodstein
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Purchasing Services Manager
City of Beverly Hills (Finance Department)
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Sharon Dressel
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Deborah R. Hakman For
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Robert Welch
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Anthony Rodstein
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City of Beverly Hills (Finance Department)
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DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly Hills

AGREEMENT FOR SOFTWARE DELIVERABLES AND SERVICES
This Agreement for Software Deliverables and Services (“Agreement”) is made this _________ day of ______, 20, (“Effective Date”) by and between Aclara Technologies LLC, a limited liability company of the State of Ohio with offices at 77 Westport Plaza, Suite 500, St. Louis, Missouri 63146 (“Provider”), and City of Beverly Hills, a California corporation with offices located at 345 FoothillRoad, Beverly Hills, CA 90210-3808 (“Customer”). Individually, Aclara® and Customer may be referred to as “Party” and collectively as “Parties”.

WHEREAS, Provider provides certain software-as-a-service offerings, professional services and deliverables to its customers;
WHEREAS, Customer desires to access certain software-as-a-service offerings, professional services and/or deliverables described herein, and Provider desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement.

IN CONSIDERATION OF the following terms and conditions, and other valuable consideration, thereceipt and sufficiency of which are hereby acknowledged, Provider agrees to perform the Services and provide the Deliverables for Customer pursuant to the terms ofthis Agreement.

ARTICLE 1. DEFINITIONS
Certain terms used in this Agreement are defined in this Article 1 . Other terms used in this Agreement are defined where they are used and have the meanings there indicated. Unless otherwise specifically defined, those terms, acronyms and phrases in this Agreement that are utilized in the IT services industry or otherpertinent business context shall be interpreted in accordance with their generally understood meaning in such industry or business context. The word “and” shall mean “and” as well as “or,” unless otherwisespecified.

1.1 “Acceptance Criteria” shall mean, with respect to a Deliverable, a mutually agreed upon statement defining the criteria for acceptance of that Deliverable. With respect to Services, Acceptance Criteria shall mean a statement defining the criteria for acceptance of that Service.

1.2 “Access Credentials” means any username, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.

1.3 “Aclara Materials” means the Services, Specifications, Documentation, and Aclara Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Aclara or any subcontractor in connection with the Services or otherwise comprise or relate to the Services or Aclara Systems. For the avoidance of doubt, Aclara Materials include Resultant Data and any information, data, algorithms or other content derived from Aclara’s monitoring ofCustomer’s access to or use ofthe Services.

1.4 “Aclara Systems” means the information technology infrastructure used by or on behalf of Aclara in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Aclara or through the use ofthird-party services.

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1.5 “Affiliate(s)” means, with respect to any entity, any other entity that owns, directly (or indirectly through one or more intermediaries) controls or is controlled by, or is under common control with, such entity.

1.6 “Agreement” shall consist of this document (including attachments, schedules and addendums to the Agreement) and any SOW and Purchase Order issued under the Agreement.

1.7 “Authorized User” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (b) for whom access to the Services has been purchased hereunder. 1 .8 “Claims” means any claim, action, cause of action, demand, lawsuit, whether at law, in equity, or otherwise brought by a third party.

1.9 “Cloud Services” shall mean software services comprised of a software licensing model in which access to the software and its updates/maintenance are provided on a subscription basis.

1.10 “Confidential Information” includes, without limitation, (a) non-public information and/or private business information developed, collected or created by Party (b) a Party’s Proprietary Information and (c) trade secret information including technical or non-technical data, formulae, patterns, compilations, client lists, business plans, programs, devices, methods, techniques, drawings, diagrams or processes, data, databases, software, specifications, in any form or format that (i) are not generally known in the trade or business of a Party, (ii) have direct or indirect, tangible or intangible, actual or potential value, (iii) are not readily ascertainable from publicly available information, and (iv) are the subject of reasonable protectionmeasures taken by Party.

1.11”Customer Data” means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer by or through the Services.

1.12 “Customer Systems” means the Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services, other than Aclara provided services.

1.13 “Deliverable” shall mean the Software Deliverable, hardware, products, and other tangible goods and materials, including data, delivered to Customer under this Agreement or any SOW.

1.14 “Designated Equipment” shall mean the computer equipment of Customer in which Aclara loads the Software or the Customer’s back-up computer equipment and such additional equipment as Customer may from time to time designate in writing, which such back-up equipment and such additional equipment shall meet Aclara’s applicable specifications.

1.15 “Disaster Recovery Plan” means the establishment ofthe processes necessary to enable the recovery of vital data, software, systems, and networks following a natural or human-induced disaster or equipment failure.

1.16 “Documentation” means the user manuals and supporting documentation in electronic form containing copyrighted material and other Proprietary Information of Aclara provided with the Deliverableor Services under this Agreement.

1.17 “Fix” shall mean changes intended to correct feature/function deficiencies and/or system vulnerabilities.

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1.18 “Harmful Code” means any software, hardware, or other technology, device, or means, including any virus, worm, maiware, or other malicious computer code, the purpose or effect ofwhich is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Software Services or Aclara Systems as intended by this Agreement. Harmful Code does not include any Aclara disabling device.

1.19 “Hosting Services” shall mean any Software Services (whether performed by Aclara or through a third party) that involve hosting data, software, or services external to Customer.

1.20 “Intellectual Property Right” shall mean, on a worldwide basis, any and all: (a) rights associated with works of authorship, including copyrights, moral rights and mask-works; (b) trademarks, service marks, trade names, trade dress, symbols, logos, designs, and other source identifiers; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) other intellectual and industrial property rights ofevery kind and nature, however designated, whether arising by operation oflaw, contract, license or otherwise; and (f) registrations, initial applications, renewals, extensions, continuations, divisions or re-issues thereof, now or hereafter in force (including any rights in any ofthe foregoing.

1.21 “Issue” means a problem with the Software Services, identified by the Customer, which requires a response by Aclara to resolve.

I .22 “Licensing Parameters” means Central Processing Units (CPUs), Processors (including Sockets and/or Cores), Seats, Interfaces and End Points connected to the system (Meters, LCTs, CSTs, DSIs, etc.)and Utilities as set forth on Attachment A

1.23 “Losses” shall mean all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties).

1.24 “Object Code” means the instructions or statements comprising the Software expressed in machinereadable language, being the machine level representations that actually cause the computer to execute instructions and operations.

1.25 “Patch” shall mean 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.

1.26 “Personal Identifying Information” or “P11” shall mean Customer Data which contains any name or number that may be used, alone or in conjunction with any other information, to identify a specific person, including any (1) name, social security number, date of birth, official State or government issued driver’s license or identification number, alien registration number, government passport number, employer or taxpayer identification number; (2) unique biometric data, such as fingerprint, voice print, retina, iris image, or other unique physical representation; (3) unique electronic identification number, address, or routing code;

1.27 “Private Label Site” the private label versions ofthe Software the Provider hosts and maintains.

1.28 “Project” shall mean the Services andlor Deliverables as set forth in an individual SOW.

1.29 “Proprietary Information” shall mean any data, documentation, methods, processes, materials, and all other information that is owned by either Party or an Affiliate thereof.

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1.30 “Purchase Order” shall mean the document issued on behalfofCustomer and approved by Customer authorizing the commencement of Services or the delivery of Deliverables.

1.31 “Representatives” means, with respect to a party, that party’s and its Affiliates’ employees, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legaladvisors.

1.32 “Resultant Data” means data and information related to Customer’s use of the Services that is used by Aclara in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

1.33 “Security Incident” means one or more unwanted or unexpected information security events that could possibly compromise the security of information and weaken or impair business operations.

1.34 “Severity Level” means a designation ofthe effect ofan Issue on the Customer’s use ofthe System as set forth in Exhibit C, Maintenance and Support Services. 1 .35 “Services” shall mean any software implementation and testing, software maintenance and support, Cloud Services or Hosting Services, and other information technology services provided to Customer underthis Agreement, and any SOW or Purchase Order referencing this Agreement.

1.36 “Software” means the software described on Attachment A as “Aclara Software”.

1.37 “Software Deliverable” shall mean Software loaded on the Designated Equipment and delivered to Customer under this Agreement or any SOW.

1.38 “Software Services” shall mean either Hosting Services or Cloud Services.

1.39 “Statement ofWork (“SOW”)” shall mean an attachment to this Agreement, which may be executed by Customer’s Director ofPublic Works or her designee, substantially in the form ofExhibit A hereof that states, with respect to each Project: A detailed description ofthe Services and Deliverables; work schedule (including the due dates related to the applicable Deliverables and Services, and any milestone dates); specifications, performance standards and functional requirements; documentation, and; fees and paymentschedule. In the event ofa conflict between an SOW and the provisions ofthis Agreement, the Agreement shall take precedence.

1.40 “Supplemental Services” shall mean the services set forth on Exhibit C-3 hereto, and offered at the prices set forth on Exhibit C-3 hereto.

1.41 “System Incident” a Security Incident with the potential of causing irreparable or significant damage, corruption or loss (compromise) of Confidential Information.

1.42 “Third Party Deliverable” means the Deliverable described on the Attachment A as “Third PartySoftware—Included in this Agreement.

1.43 “Third-Party Materials” means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Aclara

1.44 “Vulnerability” shall mean a weakness in a product that could allow an attacker to compromise the integrity, availability, or confidentiality of that product.

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DocuSign Envelope ID: C53C3B01 -F821 -47FC-B4CB-9B5403EBD428 Aclara- Beverly HillsARTICLE 2. THE SERVICES AND DELIVERABLES

2.1 Services and Deliverables Description.The Services and Deliverables to be provided hereunder shall be set forth in individual SOWs which shall incorporate the terms and conditions of this Agreement. Each such SOW shall detail the nature of the Services and Deliverables, which may be further defined by attachments. Aclara will provide the Services and Deliverables which are designated in the SOW, within the timeframe set forth therein.

2.2 Software Deliverables.

For Software Deliverables furnished by Aclara to Customer, the following provisions shall apply:
(a) Grant of License
(i) Aclara hereby grants to the Customer a non-exclusive, royalty-free, worldwide, nontransferable license and perpetual (subject to termination as set forth herein) Object Code license to use the Software Deliverable on the Designated Equipment solely in connection with Customer’s use of the System and only for the purposes set forth in Section 2.2 (a)(ii) copy the Software.
(ii) Notwithstanding any other provision in this Agreement to the contrary, and for no additional or incremental license fees and only for internal business purposes, theCustomer may: (a) make a reasonable number of copies of the software Deliverable for back-up or archival purposes or (b) operate the Software Deliverable on theDesignated Equipment for testing the Software Deliverable. (iii) Third Party Deliverables are sublicensed by Aclara to Customer pursuant to sublicensing agreements with the respective third parties identified on Attachment A. (b) Restrictions on Use
(i) Parameters. Customer use of the Software Deliverable is restricted to the Licensing Parameters. Use of the Software Deliverable outside the Licensing Parameters is subject to the express written consent of Aclara and the payment of all required additional Fees.
(ii) Alterations. Customer’s use ofthe Software Deliverable is limited in that Customer is prohibited from altering, attempting to reverse engineer, attempting to decompile, or creating or attempting to create a derivative work from the Software Deliverable. (iii) Compliance with Laws. Customer’s use of the Software Deliverable is limited in that it must use the Software Deliverable and the Documentation in accordance with allapplicable laws and regulations of the United States and the States, Country and localities in which the Software Deliverable and Documentation is used. (iv) Use on Designated Equipment. Customer’s use of the Software Deliverable is restricted to use on the Designated Equipment. Should Customer desire to transfer the operation of the Software Deliverable to a computer other than the Designated Equipment, Customer shall notify Aclara upon such transfer. Such computer must meet the specifications of the Designated Equipment. Upon such notification, such computer shall become the Designated Equipment. Under no circumstances may theLicensed Software be used for production purposes on other than the Designated Equipment.

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(v) Temporary Use. Without notice to Aclara, Customer may temporarily transfer the operation of the Software Deliverable to a backup computer if the Designated Equipment is inoperative due to malfunction, or during the performance of preventivemaintenance, engineering changes or changes in features or model until the Designated Equipment is restored to operative status and processing of the data already entered into the back-up computer is completed.

2.3 Software Services.
(a) Access and Use.
(i) Hosting Services. Subject to and conditioned on Customer’s compliance with the terms and conditions ofthis Agreement, Aclara hereby grants Customer a non-exclusive, nontransferable right to access and use the Hosting Services during the Term, solely for itsown internal business purposes in accordance with the terms and conditions herein.

Aclara shall provide to Customer the Access Credentials within a reasonable time following the Effective Date.
(ii) Cloud Services. Subject to and conditioned on Customer’s compliance with the terms and conditions of this Agreement, Aclara will provide functionality on Aclara Systems to enable Customer to access the Cloud Services and triggers that provide access to the Software used to collect Customer Data. Aclara hereby grants Customer a nonexclusive, non-transferable right to access and use the Cloud Services during the Term, solely for its own internal business purposes in accordance with the terms and conditions herein. Aclara shall provide to Customer the Access Credentials within a reasonable time following the Effective Date.
(b) Service and System Control. Except as otherwise expressly provided in this Agreement,as between the parties:
(i) Aclara has and will retain sole control over the operation, provision, maintenance, and management of the Aclara Materials; and
(ii) Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and soleresponsibility for all access to and use of the Aclara Materials by any Person by or through the Customer Systems or any other means controlled by Customer, including any: (i) information, instructions, or materials provided by any ofthem to the Servicesor Aclara; (ii) results obtained from any use of the Services or Aclara Materials; and (iii) conclusions, decisions, or actions based on such use. (c) Use Restrictions. Customer shall not, and shall not permit any other person to, access or use the Services or Aclara Materials except as expressly permitted by this Agreement and, in the case of Third-Party Deliverables, the applicable third-party license agreement. For purposes ofclarity and without limiting the generality of the foregoing, Customer shall not, except as thisAgreement expressly permits:
(i) copy, modify, or create derivative works or improvements ofthe Software Services or Aclara Materials;
(ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Software Services or Aclara Materials to any person, including on or inconnection with the internet or any time-sharing, service bureau, software as a service,cloud, or other technology or service; Software Services and Deliverables Agreement 9.2021 Page 6 of 62 B0785-0001/2933083v1
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(iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software Services or Aclara Materials, in whole or in part;
(iv) bypass or breach any security device or protection used by the Software Services or Aclara Materials or access or use the Software Services or Aclara Materials other than by valid Access Credentials;
(v) input, upload, transmit, or otherwise provide to or through the Software Services or Aclara Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
(vi) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Software Services, Aclara Systems, or Aclara’s provision ofservices to any third party, in whole or in part;
(vii) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, EULA, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Software Services or AclaraMaterials, including any copy thereof (viii) access or use the Software Services or Aclara Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Aclara customer), or that violates any applicable Law;
(ix) access or use the Software Services or Aclara Materials for purposes of competitive analysis of the Software Services or Aclara Materials, the development, provision, or use of a competing software service or product or any other purpose that is to Aclara’s detriment or commercial disadvantage; or
(x) otherwise access or use the Software Services or Aclara Materials beyond the scope of the authorization granted under this Section 2.3.
(d) Customer Obligations.
(i) Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Software Services are accessed or used; (b) provide Aclara Personnel with such access to Customer’s premises and Customer Systems as is necessary for Aclara to perform the Software Services in accordance with the Availability Requirement and Specifications; and (c) provide all cooperation and assistance as Aclara may reasonably request to enable Aclara to exercise its rights and perform its obligations under and in connection with this Agreement. (ii) Effect of Customer Failure or Delay. Aclara is not responsible or liable for any delay or failure ofperformance caused in whole or in part by Customer’s delay in performing,or failure to perform, any of its obligations under this Agreement (each, a “Customer Failure”).
(iii) Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 2.3(c) Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their Software Services and Deliverables Agreement 9.202 1 Page 7 of 62 B0785-0001/2933083v1
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respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing anyunauthorized access to the Software Services and Aclara Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify Aclara of any such actual or threatened activity. (iv) (Applicable for Profield® Software Solution) Prior to commissioning the Software Services, Customer shall supply a list of the names of all users who are authorized to use the Software Services. Customer shall keep the list current at all times andpromptly inform Aclara of any change in Customer End Users. Customer will strictly enforce each Customer End User’s user identification and password controls, to ensure that Customer End User’s identity is not used to access the Software Services by any other person.

2.4 Documentation.

Subject to the terms and conditions set forth herein, Aclara hereby grants to Customer, and Customer accepts, a fully paid, non-exclusive, non-transferable, license to use the Documentation during the Termof this Agreement and solely in connection with its use of the Software Deliverable or Software Services.

2.5 Maintenance and Support Services.For Hosting and Cloud Services furnished by Aclara to Customer, Aclara shall provide service level standards, as set forth in Exhibit C-i, Software Services Schedule. For Software Deliverable furnished by Aclara to Customer, Aclara shall provide maintenance and support services as set forth in Exhibit C-2. For Supplemental Services furnished by Aclara to Customer, Aclara shall provide such services in accordance with Exhibit C-3.

2.6 Chan2es.
(a) Aclara reserves the right, in its sole discretion, to make any changes to the Services and Aclara Materials that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Aclara’s services to its customers; (ii) the competitive strength of or market for Aclara’s services; (iii) the Services’ cost efficiency or performance; or (iv) to comply with applicable Law. (b) Without limiting the foregoing, either party may, at any time during the Term, request in writing changes to the Services. The parties shall evaluate and, if agreed, implement all such requested changes in accordance with the change procedure set forth in the SOW. In the event of a change, the Parties will use commercially reasonable efforts to negotiate and execute a “Change Order” to the Statement of Work setting forth all necessary updates. Each Change Order shall include, as applicable, changes to the Services, Deliverables, Work Schedule, fees or other material terms of the Statement of Work, and, upon execution thereof, Aclara waives any claim resulting from the Change for additional compensation or change to the Work Schedule except as set forth in the Change Order, including, without limitation, claims related to lost productivity and lost efficiency. No claim for additional compensation or an adjustment to the Work Schedule shall be allowed unless the same was authorized by a written Change Order executed by an authorized representative ofboth parties in advance ofthe performance ofthe applicable Services or Deliverables.

2.7 Reservation of Rights.

Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Aclara Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Aclara Materials, and the Third-Party Materials are and will remain with Aclara and the respectiverights holders in the Third-Party Materials.

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ARTICLE 3. TERM

3.1 Initial Term.

The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect for a period of five (5) years from such date (the “Initial Term”).

3.2 Renewal Term.

This Agreement may renew for up to one twelve 12 month period upon approval of a Purchase Order unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term (“Renewal Term” and, collectively, together with the Initial Term, the “Term”).

ARTICLE 4. PAYMENT

4.1 Billin2 Rate.4.1.1. The Fees for the Deliverables and Services provided hereunder shall be set forth in Exhibit B, Fees.Aclara will invoice Customer for the Deliverables and Services as follows: (a) for Software Deliverables,Aclara will invoice Customer upon contract execution; (b) for implementation Services, Aclara will invoice Customer as set forth in the SOW; and (c) for Cloud Services/Hosting Services, Aclara will invoiceCustomer the Annual Service Provider (ASP) Fees annually in advanced and shall not be subject to adjustment during the Initial Term. Thereafter, during any subsequent Renewal Term, upon receipt of a 30day written notice, the ASP Fee shall be subject to adjustment not to exceed five percent (5%) at thecommencement of each Renewal Term.4.1.2. Support Fees for Software Deliverables. The charge for the service level selected by the Customer shall be at the annual Fee as identified in Exhibit C-2 during the Initial Term ofthis Agreement. The annual Fee shall not be subject to adjustment during the Initial Term. Thereafter, during any subsequent Renewal Term, upon receipt of a 30 day written notice, the Fee shall be subject to adjustment not to exceed five percent (5%) at the commencement of each Renewal Term.

4.1 .3. Partial Services. Aclara reserves the right to invoice the Customer for any partial month services which may result from the Effective Date or date of termination ofthis Agreement, at a prorated charge.

4.1.4. Reinstatement Fee. In the event that Customer terminates or elects not to renew this Agreement and subsequently wishes to reinstate it, in addition to paying Aclara’s then current fees and charges,Customer shall also pay Aclara, a reinstatement charge. The reinstatement charge shall include a lump sum equal to the total fees and charges which would have been paid for the period of lapse had the lapse notoccurred: provided, however that ifthe lapse period is three (3) years or longer, Aclara shall have the option at its sole discretion to refuse to reinstate said Agreement.

4.2 Due Dates for Payment.

Payments for all invoices shall be due and payable thirty (30) days from the date ofreceipt . Any amounts not paid when due shall bear interest at the lesser of one and one half percent (1 1/2%) per month or the highest permitted by law until paid. In the event that annually Fees remain unpaid for more than sixty(60) days after becoming due for payment, Aclara shall be entitled to withdraw the Maintenance or Software Services by giving Customer an additional (30) days written notice.

4.3 Taxes.Aclara shall be responsible for all corporate taxes measured by net income due to performance of, provision of or payment for Services or Deliverables under this Agreement (“Aclara Taxes”). Customer shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not limited to, Software Services and Deliverables Agreement 9.2021 Page 9 of 62 B0785-0001/2933083v1
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consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and allitems of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Customer or Aclara or its subcontractors) in relation to the Agreement or the performance of , provision of or payment for Services or Deliverables under the Agreement otherthan Aclara Taxes (“Customer Taxes”). The price does not include the amount of any Customer Taxes. If Customer deducts or withholds Customer Taxes, Customer shall pay additional amounts so that Aclara receives the full Price without reduction for Customer Taxes. Customer shall provide to Aclara, within onemonth of payment, official receipts from the applicable governmental authority for deducted or withheld taxes.

ARTICLE 5. TIME FOR PERFORMANCE

5.1 Delivery.
(a) Aclara shall use commercially reasonable efforts to deliver the Deliverables and provide the Services within the times set forth on Exhibit A. Purchaser understands and agrees that the ability ofAclara to make such deliveries and provide such Service within such times is dependent upon the timely issuance of Purchase Orders (if required) and timely performance of Customer’s Obligations. Customer agrees that it will use commercially reasonable efforts to cause Customer’s personnel to perform their respective obligations in a timely fashion and to cooperate with Aclara in scheduling their respective Services.
(b) Except as specified in an SOW or Purchase Order, Deliverables shall be FCA Aclara’s facility, and pursuant to the delivery schedule, if any, set out in said SOW or Purchase Order.

5.2 Project Schedule.

The schedule for the Deliverables and Services (the “Project Schedule”) shall be determined on a project by project basis as more particularly described in the applicable SOWs. The Project Schedule shall begin and end as specified on such SOWs, which shall list the Deliverables and Services involved, the schedule for delivery and performance, any milestone dates, and the deadline for the completion of all suchactivities.

5.3 Acceptance.

Acceptance ofthe Deliverables and Services shall be in accordance with Acceptance Criteria set forth in the SOW.ARTICLE 6. SECURITY

6.1 Secure Environment.For hosting services and cloud services Aclara will implement and maintain secure systems and environment according to the following terms: (a) utilize only datacenters that are certified as SSAE 18 SOC 2 compliant, with actively-managed multi-layered security and redundant power systems; (b) maintain firewall protection; (c) maintain antivirus software with automated monitoring; (d) encrypt all P11 data at rest and in transit; (e) perform monthly vulnerability scanning; and (f) perform annual security penetrationtesting.

6.2. Disaster Recovery.

Aclara shall maintain appropriate backups of all Customer data. Aclara shall maintain Disaster Recovery plans and exercise Disaster Recovery plans on an annual basis for the cloud services provided. For hosting services, Aclara shall, at Customer’s request and expense, offer Disaster Recovery services and exercise Disaster Recovery plans on an annual basis for Customer.

6.3. Incident Response.

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In the event of an Aclara, or subcontractor, System Incident, Aclara shall: (a) promptly, but in no event more than 48 hours of becoming aware of the incident, notify Customer; (b) then provide Customer with a written report within the subsequent 48 hours detailing the scope of the incident and the measures taken toby Aclara to respond to the incident; and (c) use best efforts to remedy the incident and prevent any further or recurrent incidents at Aclara’s expense in accordance with applicable privacy laws, regulations, and standards.6.4. Vulnerability Remediation.

Aclara shall take full responsibility for the comprehensive remediation of security vulnerabilities found inAclara’s hosting services and cloud services that could reasonably result in a System Incident.

6.5 Customer Control and Responsibility.Customer has and will retain sole responsibility for: (a) all Customer Data, including its content and use; (b) all information, instructions, and materials provided by or on behalf of Customer or any Authorized User in connection with the Services; (c) Customer’s information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third-party services (“Customer Systems”); (d) the security and use of Customer’s and its Authorized Users’ Access Credentials; and (e) allaccess to and use of the Services and Aclara Materials directly or indirectly by or through the Customer Systems or its or its Authorized Users’ Access Credentials, with or without Customer’s knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

6.6 Access and Security.

Customer shall employ all physical, administrative, and technical controls, screening, and security procedures and other safeguards necessary to: (a) securely administer the distribution and use ofall Access Credentials and protect against any unauthorized access to or use ofthe Services; and (b) control the contentand use of Customer Data, including the uploading or other provision of Customer Data for processing by the Services.

6.7 Harmful Code.

Aclara represents, warrants and covenants that: (a) Aclara will use its best efforts to ensure that no Harmful Code is introduced into the software, Customer Data or other Deliverables, or any systems used to perform the Services, and Aclara will not insert into any software any code which would have the effect of disabling or otherwise shutting down all or a portion of such software or damaging any Customer Data, systems or functionality.

ARTICLE 7. TERMINATION

7.1 Termination.
(a) Either party may terminate this Agreement at any time upon delivery by giving sixty (60) days prior written notice to the other party.
(b) Either party may terminate this Agreement, effective upon delivery ofat least ten (10) days prior written notice to the other party, (i) if the other party materially breaches this Agreement, and (ii) further fails within thirty (30) days (or within such longer period as may be otherwise mutually agreed) after the non-breaching party provides the breaching Party with written notice of such breach; and (c) Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its Software Services and Deliverables Agreement 9.2021 Page 11 of 62 B0785-0001/2933083v1
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creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed byorder of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

7.2 Effects of Termination
Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
(a) All rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate;
(b) Aclara shall cease all use of any Customer Data or Customer’s Confidential Information and at the request of the Customer within a commercially reasonable time (i) return to Customer, or atCustomer’s written request destroy, all documents and tangible materials containing, reflecting,incorporating, or based on Customer Data or Customer’s Confidential Information; and (ii) permanently erase all Customer Data and Customer’s Confidential Information from all systems Aclara directly orindirectly controls, provided however, Aclara that may retain copies of such information that is stored in Aclara’s archive or back-up systems or as required by applicable law or Aclara’s document retention policy; (c) Customer shall immediately cease all use of any Services or Aclara Materials and (i) promptly return to Aclara, or at Aclara’s written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Aclara Materials or Aclara’s Confidential Information and (ii) permanently erase all Aclara Materials and Aclara’s Confidential Information from all systemsCustomer directly or indirectly controls; provided that Customer may retain copies ofsuch information that is stored in Customer’s archive or back-up systems or as required by applicable law or Customer’s document retention policy ; and (iii) certify to Aclara in a signed written instrument that it has complied with the requirements of this Section 8.2(c);
(d) Aclara may disable all Customer and Authorized User access to the Aclara Materials; (e) If either Party terminates this Agreement pursuant to Section 7.1(b), Aclara shall be paid all Fees related to Deliverables provided and Services performed prior to the effective date of termination.

ARTICLE 8. CONFIDENTIALITY

8.1 Confidentiality.

From time to time during the Term ofthis Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), Confidential Information of DisclosingParty that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is identified as confidential when disclosed and within thirty (30) days thereafter, is summarized in writing and confirmed as Confidential Information. The Parties shall hold all Confidential Information of the other Party confidential, and shall not use or disclose it to others (except as is necessary to perform its obligations under the Contract and with the prior written consent of the disclosing Party). The ReceivingParty shall maintain security measures designed to: (i) protect the security and confidentiality of the Confidential Information of the Disclosing Party; (ii) protect against any anticipated threats or hazards to the security or integrity of such Confidential Information; and (iii) protect against unauthorized access to or use ofsuch Confidential Information; provided, however, that Confidential Information does not includeany information that: (a) is or becomes generally available to the public other than as a result of ReceivingParty’s breach ofthis Section 8 and (b) required to be disclosed by law.

8.2 Exclusions.

Confidential Information does not include information that: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public Software Services and Deliverables Agreement 9.202 1 Page 12 of 62 B0785-0001/2933083v1
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other than by the Receiving Party’s or any of its Representatives’ noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that to the Receiving Party’s reasonable knowledge was not or is not, at the time ofsuch receipt, under any obligation to maintain its confidentiality; or (d) was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

8.3 Compelled Disclosure.If the Receiving Party or any of its Representatives is compelled by applicable Law to disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 8. 1 . Ifthe Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 8.3, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party’s legal counsel, the Receiving Party is legally required to disclose.

8.4. In the event of a breach ofthis Section 8, the breaching party shall indemnify the non-breaching party for any Losses associated with the breach ofthis Section 8.

ARTICLE 9. INDEMNITY
For the purpose of this Section 9 only, “Customer Parties” shall mean Customer, its directors, officers, agents and employees, contractors and subcontractors (other than Seller), assignees, subsidiaries andaffiliates, and each of them; “Aclara Parties” shall mean Aclara, its directors, officers, agents andemployees, contractors and subcontractors at any tier, and the subcontractor’s directors, officers, agents and employees, and each of them. The Parties obligations under this Section 9 shall not be limited to their respective insurance coverage.

9.1 General Indemnity for Deliverables and Services.
(a) Aclara shall indemnify Customer Parties for Losses arising from Claims, whether based on statute or regulation or on theories of contract, tort, strict liability, or otherwise, which are brought againstone or more Customer Parties involving injuries or damages to persons or property arising from: (a) the negligent acts or omissions ofAclara Parties in connection with the delivery ofDeliverables or performance of Services; or (b) Losses resulting from any incident involving the supply, access or maintenance of dataor the networks and systems that store, process or transmit such data under this Agreement provided that:
(i) Customer promptly notifies Aclara in writing ofsuch Claims; (ii) Customer fully cooperates with Aclarain assisting in the defense or settlement of such Claims; and (iii) Aclara has the sole right to conduct the defense ofsuch Claims or to settle such Claims. Aclara shall defend at its own expense, with counsel ofitschoosing, but reasonably acceptable to Customer, any suit or action brought against Customer Parties based upon such Claims. Further, provided that Customer promptly notifies Aclara in writing of any allegedviolations described below, Aclara shall also indemnify Customer Parties for any and all loss or liability for fines, fees or penalties for violations of any statutes, regulations, rules, ordinances, codes or standardsapplicable to the work arising from or relating to acts or omissions of Aclara Parties. Aclara’s obligations under this Section 9. 1 (a) shall be reduced to the extent of the negligence, gross negligence or willful misconduct of Customer Parties.
(b) Customer shall indemnify Aclara Parties for Losses from Claims for injuries or damages to persons or property arising from or in any manner relating to acts or omissions ofCustomer Parties under this Agreement provided that: (i) Aclara promptly notifies Customer in writing of such Claims; (ii) Aclara fully cooperates with Customer in assisting in the defense or settlement ofsuch Claims; and (iii) Customer has the sole right to conduct the defense of such Claims or to settle such Claims. Customer shall defend at Software Services and Deliverables Agreement 9.202 1 Page 13 of 62 B0785-0001/2933083v1
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its own expense, with counsel of its choosing, but reasonably acceptable to Aclara, any suit or action brought against Aclara Parties based upon such Claims. Further, provided that Aclara promptly notifies Customer in writing of any alleged violations described below, Customer shall also indemnify Aclara Parties for any and all loss or liability for fines, fees or penalties for violations of any statutes, regulations, rules, ordinances, codes or standards applicable to the work arising from or relating to acts or omissions of Customer Parties. Customer’s obligations under this Section 9. 1 (b) shall be reduced to the extent of the negligence, gross negligence or willful misconduct ofAclara Parties.