Beverly Hills City Council
June 17, 2025

SERVICES AGREEMENT
V011025
You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). “Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, Attachment 1 to the Services Agreement , each Addendum (as applicable), and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations, amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form.

1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties.

2. SaaS Subscription.
a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and nonsublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement.
b) Subscription Term. Unless otherwise specified in an applicable Order Form, SaaS Subscriptions shall commence on the Effective Date and remain in effect for twelve (12) consecutive months, unless terminated earlier in accordance with this Agreement (the “Initial Term”). Thereafter, SaaS Subscriptions may be renewed no less than sixty (60) days prior to the expiration of the then-current term by mutual written agreement between the parties for successive twelve (12) months terms not to exceed ten (10) years (each a “Renewal Term” and together with the Initial Term, collectively, the “Term”).. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services.

Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service.

3. Customer Responsibilities.
a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement. Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Service to the Customer. b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account.
ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws.

4. Professional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications.

Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW.

5. Payment Terms.
a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. Any invoiced amount that is not received by NEOGOV when due as set forth in an Order Form will be subject to a late payment fee of 1.5% per month or the maximum rate permitted by law, whichever is lower.

If any amount owing by Customer is more than 30 days overdue, NEOGOV may, without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. Except as otherwise specifically stated in the Order Form, NEOGOV may change the charges for the Services with effect from the start of each Renewal Term by providing Customer with new pricing at least thirty (30) day notice prior to commencement of a Renewal Term. The new pricing shall be deemed to be effective if Customer (a) returns an executed Order Form to NEOGOV, (b) remits payment to NEOGOV of the fees set forth in the invoice referencing the new pricing, or (c) the Customer or any of its Authorized Users access or use the Services after the expiration of the previous Term.
b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor. c) Purchase Orders. Any reference to a purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms or conditions referenced or included in any such purchase order. If a purchase order is delivered by Customer in connection with the purchase of Services, none of the terms and conditions contained in such purchase order shall have any effect or modify or supersede the terms and conditions of this Agreement. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

6. Term and Termination.
a) Term. This Agreement shall commence on the Effective Date and shall remain in effect until all SaaS Subscriptions have expired and/or both parties have achieved full performance of Professional Services, unless it is terminated earlier in accordance with this Agreement. b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice.

7. Insurance. At all times during the Term NEOGOV shall procure and maintain, at its sole cost and expense, all insurance coverage required by applicable law, and in any event insurance coverage in the following types: (i) Commercial General Liability including bodily injury and tangible or real property in the amount of $1,000,000 each occurrence, and $3,000,000 general aggregate; (ii) Errors and Omissions Including Cyber Liability Insurance in the amounts of $3,000,000 per occurrence and $3,000,000 aggregate; and (iii) Worker’s Compensation and employers’ liability insurance with limits no less than the minimum amount required by applicable Law for each accident and occupational illness claim.

8. Maintenance; Modifications; Support Services.
a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services.
b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, nonsublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self-review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities. c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary.
d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays. Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case. e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation.

9. NEOGOV Intellectual Property Rights.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered.
b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind.

10. Data Processing and Privacy.
a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV. NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create nonpersonal derivative works of, and transmit Customer Data to provide the Services. NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing. NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data.
c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data. d) Data Responsibilities.
i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers. ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses.
e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification.
f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data.

11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term.

12. Nondisclosure.
a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the above, Confidential Information does not include information that is required to be disclosed by law. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein. c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity.

13. Representations, Warranties, and Disclaimers.
a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party’s proprietary or privacy rights, including intellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services. d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED

WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED.
e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR.

ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES.
f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services. NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise.

Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise.

NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES.

14. Indemnification.
a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer’s violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement. b) NEOGOV Indemnity. Subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming infringement or the settlement agreed to by NEOGOV.
i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV.

NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any intellectual property infringement claims or damages against NEOGOV. c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability. The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party.

15. Limitations of Liability.
a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY

BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE

THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL,

INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE

ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b) CAP ON MONETARY LIABILITY. EXCEPT FOR DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, THE TOTAL AGGREGATE

LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER

ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER

LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT.

16. Reimbursement of Costs in Third Party Litigation. With respect to any litigation or other court proceeding involving Customer and a third party, if any subpoena or other legally binding request related to such litigation or court proceeding is served to NEOGOV requesting copies of documents maintained by NEOGOV or otherwise requesting NEOGOV to appear as a witness in any capacity or provide testimony with respect to Customer’s documentation, Customer shall reimburse NEOGOV for its out-of-pocket costs associated with compliance with such request, including but not limited to NEOGOV’s reasonable attorneys’ fees.

17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service.

During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service.

18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY

DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers and use Customer’s logo for such purposes, subject to any trademark usage requirements specified by Customer.

20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyberattacks, or (j) any other cause beyond the reasonable control of such party.

21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.

22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) Special Conditions (if any), 2) NEOGOV Order Form, 3) the NEOGOV Services Agreement, and 4) incorporated documents (including the Exhibits and each applicable Addendum). This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS, Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site.

23. General.
a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in Los Angeles, California.
b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument. e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers as of the date set forth below, and consent to the Agreement.

GovermentJobs.com, Inc. (D/B/A/ NEOGOV), on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) Signature:

Print Name:

Title:

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

CITY OF BEVERLY HILLS
A Municipal Corporation
SHARONA R. NAZARIAN, PSYD
Mayor of the City of Beverly Hills, California
ATTEST:
___________________(SEAL)

HUMA AHMED
City Clerk
[City Signatures Continue on Following Page]
9:04 am, Jun 11 2025
Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0 Alex Chun
CFO

APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager

SHELLEY OVROM
Director of Human Resources
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

Exhibit A
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).

1. Applicability. The provisions of this Addendum shall apply only if Customer is a Government Customer under the Services Agreement.

2. Termination for Non-Appropriation of Funds on Multi-Year Deals. Customer represents that it has received sufficient appropriation of funds by the applicable legislature (or other appropriate governmental body) (“Governmental Appropriation”) for the first year of the term of any Order Form executed by Customer (the “First Year” and all such years following the First Year which are included in the term of an Order Form, the “Future Years”). If Customer is subject to federal, state or local law which makes Customer’s financial obligations under this Services Agreement contingent upon Governmental Appropriation, and if such funds are not forthcoming or are insufficient due to failure of such Governmental Appropriation, then Customer will have the right to terminate the then remaining portion of any Future Years under the Services Agreement at no additional cost and with no penalty by giving prior written notice documenting the lack of funding. Customer will provide at least thirty (30) days advance written notice of such termination. Customer will use reasonable efforts to ensure appropriated funds are available. It is expressly agreed that Customer shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis, which affects generally its fiscal operations. If Customer terminates the Services Agreement under this Section 2, Customer agrees not to replace the Services with functionally similar products or services for a period of one year after the termination of the Services Agreement.

3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.

4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.

5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, remarketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

Attachment 1 to Exhibit A
2025 Order Renewal Form

THIS IS NOT AN INVOICE
Account Number: A-659218 Order #: Q-359408
Customer: Beverly Hills, City of (CA) Valid Until: 7/1/2025 Effective Employee Count: 850
Sales Rep: Salesforce Administrator
Billing Contact: Beverly Hills, City of (CA) Shipping Contact : Beverly Hills, City of (CA) Ericka Reinke Ericka Reinke
Billing Address: Human Resources
455 North Rexford Dr., Suite 210
Shipping Address: Human Resources
455 North Rexford Dr., Suite 210
Beverly Hills, CA 90210 Beverly Hills, CA 90210
Billing Contact Email: [email protected] Shipping Contact Email: [email protected] Billing Phone: 310 285-1067 Shipping Phone: 310 285-1067 Payment Term: Net 60 Notes:

PO Number:

July 2025
Item Type Start Date End Date License Type Total (USD)
Single Sign On Subscription Recurring 7/1/2025 6/30/2026 Employee Based
$1,060.00
API Recurring 7/1/2025 6/30/2026 Quantity
Based
$2,120.00
Custom Employee Integration Recurring 7/1/2025 6/30/2026 Quantity Based
$3,180.00
Perform Subscription Recurring 7/1/2025 6/30/2026 Employee Based
$36,065.41
API Recurring 7/1/2025 6/30/2026 Quantity
Based
$530.00
Learn Course Management Integration
License
Recurring 7/1/2025 6/30/2026 Quantity
Based
$2,120.00
Candidate Text Messaging Subscription Recurring 7/1/2025 6/30/2026 Employee Based
$1,260.47
Onboard Subscription Recurring 7/1/2025 6/30/2026 Employee Based
$15,992.70
Payment Terms
Contract Records Order Details
Customer Contact
Subscription Service
Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

Insight Subscription Recurring 7/1/2025 6/30/2026 Employee Based
$19,104.41
Learn Subscription Recurring 7/1/2025 6/30/2026 Employee Based
$48,088.08
Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

B0785-0001\3121067v2.doc
Item Type Start Date End Date License Type Total (USD)
Position Control Integration Recurring 7/1/2025 6/30/2026 Quantity Based
$3,180.00
July 2025 TOTAL: $132,701.07
This price does NOT include any
sales tax. Total in USD
Additional Terms and Conditions
License Terms: Enterprise license denotes that Customer has purchased an enterprise wide license up to the employee count specified above. User based license denotes that Customer has purchased the number of licenses set forth in the quantity column. Item count denotes the number of items that Customer has licensed as set forth in the quantity column.

Payment Terms: All invoices issued hereunder are due upon the invoice due date. If the Order is for a period longer than one year, the fees for the first period shown shall be invoiced immediately and the fees for future years/periods shall be invoiced annually in advance of each 12 month period shown on the Order, but regardless of the billing cycle, Customer is responsible for the fees for the entire Order. The fees set forth in this Service Order are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities and Customer shall be responsible for payment of any such applicable taxes, levies, or duties. All payment obligations are non-cancellable, and all fees paid are non-refundable. Payment for services ordered hereunder shall be made to Governmentjobs.com, Inc., (D/B/A NEOGOV).

Terms & Conditions: This Order Form creates a legally binding contract on the parties. Unless otherwise agreed in a written agreement between GovernmentJobs.com, Inc. (D/B/A/ NEOGOV), parent company of PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV”) and Customer, this Order Form and the services to be furnished pursuant to this Order Form are subject to the terms and conditions set forth in the attached NEOGOV Services Agreement, mutually agreed to by the parties, and dated as of the last signature date below. The Effective Date (as defined in the terms and conditions) shall be the Subscription Start Date.

Your signature below constitutes acceptance of terms herein and contractual commitment to purchase the items listed above.

Accepted and Agreed by: City of Beverly Hills, California Signed by NEOGOV Signature Signature
Printed Name Printed Name
Title Title
Date Date
9:04 am, Jun 11 2025
Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0 Alex Chun
June 11, 2025 | 12:14 PDT
CFO

B0785-0001\3121067v2.doc
Exhibit B
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.

1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.

Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.

2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.

3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rightor other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.

4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0

B0785-0001\3121067v2.doc

6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.

7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.

Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.

This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.

8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.

9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT

WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST

PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF

BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE

AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU

MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

Docusign Envelope ID: A4306597-E819-444A-BAF6-D13218C05BA0 Certificate Of Completion
Envelope Id: A4306597-E819-444A-BAF6-D13218C05BA0 Status: Sent Subject: Complete with Docusign: NEOGOV SERVICES AGREEMENT_City of Beverly Hills_FINAL.pdf Source Envelope:

Document Pages: 18 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Marco Bernocchi
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
6/11/2025 10:46:09 AM
Holder: Marco Bernocchi
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Alex Chun
[email protected]
CFO
Neogov
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 136.40.67.121
Sent: 6/11/2025 11:46:59 AM
Viewed: 6/11/2025 12:14:28 PM
Signed: 6/11/2025 12:14:56 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: 6/11/2025 12:14:59 PM
Viewed: 6/11/2025 12:27:13 PM
Signed: 6/11/2025 1:21:35 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2603:8000:fe01:9872:88fb:69e9:9fe6:1ed2
Signed using mobile
Sent: 6/11/2025 12:14:59 PM
Viewed: 6/11/2025 12:15:53 PM
Signed: 6/11/2025 12:16:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon 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: 6/11/2025 12:14:58 PM
Viewed: 6/11/2025 12:27:20 PM
Signed: 6/11/2025 12:27:34 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Shelley Ovrom
[email protected]
Director of Human Resources
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/11/2025 12:14:58 PM
Viewed: 6/11/2025 12:21:44 PM
Signed: 6/11/2025 12:22:13 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2025 1:21:39 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
Sharona Nazarian
[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
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
Jennifer Wilson
[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 6/11/2025 11:46:59 AM
Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Envelope Updated Security Checked 6/11/2025 12:45:09 PM Payment Events Status Timestamps
Attachment 3
1 B0785-0001\3088115v2.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CORAL REEF, INC. FOR SERVICING

OF PONDS WITH AQUATIC LIFE, INCLUDING KOI, AT WILL

ROGERS MEMORIAL PARK, GREYSTONE PARK, AND

BEVERLY GARDENS PARK
NAME OF CONTRACTOR: Coral Reef, Inc.

RESPONSIBLE PRINCIPAL Beata Beck-Goodman, President
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 23734 Walnut Creek Court
Valencia, CA 91354
Attention: Beata Beck-Goodman, President
CONTRACTOR’S E.I.N./TAX I.D. NO.: 95-2912196
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: Upon written notice to proceed
TERMINATION DATE: June 30, 2021 (original termination date) June 30, 2022 (as extended pursuant to Section 2
by letter dated April 13, 2021)
June 30, 2023 (as extended pursuant to Section 2
by letter dated April 5, 2022)
June 30, 2024 (as extended pursuant to Section 2
by letter dated March 27, 2023)
June 30, 2025 (pursuant to Amendment No. 1)
June 30, 2026 (pursuant to this Amendment No. 2)
CONSIDERATION: Original Agreement: Not to exceed $300,000.00 as more particularly described in Exhibit
Amendment No. 1: Additional $100,000.00
Amendment No. 2: Additional $100,000.00
Total not to exceed $500,000.00, as more
particularly described in Exhibit A

CHANGE ORDER AGREEMENT
Pursuant to Beverly Hills Municipal Code Section 3-3-110B, the Contracting Officer may approve a change order that does not exceed his/her purchasing authority.

Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 2 B0785-0001\3088115v2.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CORAL REEF, INC. FOR SERVICING

OF PONDS WITH AQUATIC LIFE, INCLUDING KOI, AT WILL

ROGERS MEMORIAL PARK, GREYSTONE PARK, AND

BEVERLY GARDENS PARK
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Coral Reef, Inc. (hereinafter called "CONTRACTOR") dated June 16, 2020, and identified as Contract No. 299-20, as amended by Amendment No. 1 dated February 7, 2024, and identified as Contract No. 52-24 (“Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into a Contract for servicing of ponds with aquatic life, including koi, at Will Rogers Memorial Park, Greystone Park, and Beverly Gardens Park, which was previously amended.

B. CITY and CONTRACTOR desire to amend the Agreement to extend the Termination Date, increase the Consideration to compensate CONTRACTOR for its services, and amend Exhibit A, Scope of Services and Compensation.

NOW, THEREFORE, the parties agree as follows:

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

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

Section 3. Section 2 “Time of Performance” shall be amended and restated to read as follows:
“CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 3 B0785-0001\3088115v2.doc
CONTRACTOR shall complete the performance of services by the Termination Date set forth above.”
Section 4. Exhibit A, entitled: “Scope of Work and Compensation”, shall be amended and restated as attached hereto and incorporated herein.

Section 5. Except as specifically amended by this Amendment No. 1 and this Amendment No. 2, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
SHARONA R. NAZARIAN, PsyD
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Coral Reef, Inc.

BEATA BECK-GOODMAN
Chief Executive Officer / Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

SHANA E. EPSTEIN
Director of Public Works
[Signatures Continue]
Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 4 B0785-0001\3088115v2.doc

MICHAEL V. HENSLEY
Deputy Director of Public Works

SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager

Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 5 B0785-0001\3088115v2.doc

EXHIBIT A

SCOPE OF SERVICES AND COMPENSATION
CONTRACTOR shall perform the following services at the compensation set forth in this Exhibit for the koi fish pond at Will Rogers Memorial Park, two koi fish ponds at Greystone Park, and the water feature pond at Beverly Gardens Park.

CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Five Hundred Thousand Dollars ($500,000.00), including all labor, material, equipment, taxes, and expenses at the rates set forth in this exhibit.

1. For the sum of Two Thousand Four Hundred Sixteen Dollars and Sixty-Seven Cents ($2,416.67) per month, -or- Twenty Nine Thousand Dollars ($29,000) per year.

CONTRACTOR shall provide pond servicing to the following locations:

A. Greystone Park’s Willow Pond – Service once (1x) per week B. Greystone Park’s Reflection Pond – Service once (1x) per week C. Will Rogers Park’s Pond
– Service once (1x) per week January through May and September through December – Service twice (2x) per week June, July, August
D. Beverly Garden Park’s Pond – Service once (1x) per week Service shall include the following:
 Trimming plants
 Removal of leaves and debris
 Inspection of hydraulics
 Testing of water chemistry
 Inspection of fish
 Scrubbing of algae
 Cleaning of fountains
Service for all four (4) ponds will include the following additional supplies, as needed:
 Algaecides
 Water conditioners

2. For an additional sum of Thirty Eight Thousand Three Hundred Dollars ($38,300.00) per year, CONTRACTOR shall provide the following vacuuming services, sand changes, repotting, and addition of aquatic plants.

A. Eighteen (18) additional “vacuuming” services to the Will Rogers pond during the months of January through May and September through December, each service to Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 6 B0785-0001\3088115v2.doc
be conducted twice (2x) per month, at a price of Five Hundred Dollars ($500.00) per service, for a total (not to exceed) amount of Nine Thousand Dollars ($9,000.00) per year.

Twelve (12) additional “vacuuming” services to the Will Rogers pond during the months of June, July, and August, each service to be conducted four times (4x) per month (once per week), at a price of Five Hundred Dollars ($500.00) per service, for a total (not to exceed) amount of Six Thousand Dollars ($6,000.00) per year.

B. Three (3) sand filter changes per year (2 at Willow Pond and 1 at Reflection Pond) at a cost of Three Hundred Dollars ($300.00) per change per one fountain, for a total (not to exceed) cost of Nine Hundred Dollars ($900.00) per year for these ponds.

C. Forty-five (45) additional vacuuming services to the Beverly Gardens pond at Two Hundred Sixty Six Dollars Sixty Seven cents ($266.67) per service, for a total (not to exceed) cost of Twelve Thousand Dollars ($12,000) per year.

D. Repotting of lilies at Beverly Gardens (60 lilies total) at a cost of Eighty Dollars ($80.00) each per pot, for a total (not to exceed) cost of Four Thousand Eight Hundred Dollars ($4,800.00) per year.

E. Thirty-five (35) new custom planted lilies (2-3 to a pot) at a cost of One Hundred Sixty Dollars ($160.00) each, for a total (not to exceed) cost of Five Thousand Six Hundred Dollars ($5,600.00) per year. This consists of twenty (20) lilies at Beverly Gardens and fifteen (15) at Greystone Reflection Pond.

CITY staff will feed the koi fish daily or as needed.

TOTAL ANNUAL COSTS FOR TASKS 1 and 2 ABOVE NOT TO EXCEED: $67,300.00 If the annual Scope of Services is reduced (or increased) at the direction of CITY, the monthly invoice amount will be adjusted accordingly.

ADDITIONAL WORK ON AN AS-NEEDED BASIS AT THE REQUEST OF CITY IN WRITING:

CONTRACTOR shall promptly notify CITY of any malfunction of equipment or mechanical components, or safety malfunction, or sickness or death of koi fish or other aquatic life (e.g., lilies).

At times, miscellaneous repairs may be needed to motors, pumps, filters, hydraulic systems, circuitry, or bulb replacement, etc. as needed to maintain the ponds, keep the aquatic life alive and/or to address unforeseen circumstances. CITY anticipates that a different contractor hired by CITY will repair any mechanical and electrical problems with the ponds (e.g., motors, pumps, circuitry, etc.). Notwithstanding the above, CITY may make written requests for CONTRACTOR to repair certain equipment.

CONTRACTOR shall supply the following equipment to CITY at the following prices (tax and shipping excluded in pricing shown below, but to be included in invoices):

Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 7 B0785-0001\3088115v2.doc
Description of item
or service
Location of Pond Cost for items only
(for CITY to keep in
inventory)
Cost for items, plus
cost for installation
Six (6) Hayward Eco
Star Pumps and
Motors. 230V. Pull
approx. 10 amps each.

Pond at Beverly
Gardens Park
$1,500.00 ea no charge
Six (6) Aquadyne
30000 Filters with air
blowers on each filter
Pond at Beverly
Gardens Park
$5,000.00 ea no charge
Two (2) Whisper Flow
1HP Pumps and
Motors. 110V. Pull
approx. 15 amps each.

Willow Pond at
Greystone Park
$1,200 ea no charge
One (1) 1.5HP Whisper
Flow Pump and Motor.
230V. Pulls approx. 10
amps.

Reflection Pond
at Greystone Park $1,200.00 no charge
In addition to the prices listed above, upon CITY’s request, CONTRACTOR shall provide a written estimate with a not-to-exceed amount for any necessary extra repair work, or any other additional as-needed work. Each additional engagement for as-needed services will be set forth in an Individual Project Order (IPO). Each IPO shall contain a not-to-exceed amount, which shall include all materials, labor, taxes, and expenses. The payment terms (either lump sum or time and materials basis) shall be set forth in the IPO and agreed to by both parties in writing.

CONTRACTOR shall only perform such work upon CITY’s written approval of the IPO.

If the scope of the engagement changes or the cost of the engagement will exceed the not-toexceed amount, then CONTRACTOR shall obtain written permission from CITY’s Director of Public Works or CITY shall execute a change to the IPO at the discretion of CITY.

OTHER PAYMENT TERMS
CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall include documentation setting forth in detail a description of services rendered and materials provided 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.

Docusign Envelope ID: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 Certificate Of Completion
Envelope Id: 2CCA7125-7A1D-49AF-80E0-39F448AA1301 Status: Sent Subject: Complete with Docusign: Coral Reef, Inc. (299-20) Amendment No. 2 Source Envelope:

Document Pages: 7 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
5/28/2025 3:01:30 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Beata Beck-Goodman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 75.51.243.202
Sent: 5/28/2025 3:12:05 PM
Resent: 5/29/2025 1:38:52 PM
Viewed: 5/29/2025 1:53:47 PM
Signed: 5/29/2025 1:55:15 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: 76.90.76.115
Signed using mobile
Sent: 5/29/2025 1:55:16 PM
Viewed: 5/29/2025 1:56:39 PM
Signed: 5/29/2025 1:57:05 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: 5/29/2025 1:57:06 PM
Viewed: 5/30/2025 12:01:00 AM
Signed: 5/30/2025 12:01:04 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/30/2025 12:01:06 AM
Viewed: 5/30/2025 9:09:42 AM
Signed: 5/30/2025 9:09:50 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2603:8001:6e07:fdde:37b7:8487:8069:4320
Signed using mobile
Sent: 5/30/2025 9:09:52 AM
Viewed: 5/30/2025 9:27:32 AM
Signed: 5/30/2025 9:27:54 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 192.5.3.140
Signed using mobile
Sent: 5/30/2025 9:27:55 AM
Viewed: 5/30/2025 9:36:43 AM
Signed: 5/30/2025 9:37:00 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: 5/30/2025 9:37:02 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
Sharona R. Nazarian
[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
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/28/2025 3:12:05 PM
Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 11:01:33 AM Envelope Updated Security Checked 5/29/2025 1:38:51 PM
Payment Events Status Timestamps
-1-
B0785-0001\3119077v1.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND MV PUBLIC TRANSPORTATION, INC.

FOR THE MANAGEMENT, OPERATION AND MAINTENANCE
OF THE CITY’S TRANSIT SERVICES
NAME OF CONTRACTOR: MV Public Transportation, Inc.

CONTRACTOR'S ADDRESS: 2711 N. Haskell Avenue, Suite 1500 LB-2 Dallas, TX 75204
CONTRACTOR’S E.I.N./TAX I.D. NO.: 11-3706367
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: No later than November 1, 2018
TERMINATION DATE: June 30, 2025, unless extended pursuant to Section 7 of the Agreement
June 30, 2027 (amended pursuant to Amendment
No. 2)
CONSIDERATION: Original Agreement:

Not to exceed $6,829,272: Fiscal Year 2018/2019
through Fiscal Year 2024/2025
Amendment No. 1:

Additional not to exceed per the following CITY
Fiscal Year (“FY”):

FY 2025/2026: additional $674,449.78
FY 2026/2027: additional $685,387.68
Total Not to Exceed: $8,189,109.46 through the
term of the Agreement as detailed in Attachment B
RESPONSIBLE PRINCIPAL Kevin Klika, President/Chief Operating Officer OF CONTRACTOR:

Docusign Envelope ID: 41687967-BB93-40DF-A1CA-426964C1EFAE -2-
B0785-0001\3119077v1.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND MV PUBLIC TRANSPORTATION, INC.

FOR THE MANAGEMENT, OPERATION AND MAINTENANCE
OF THE CITY’S TRANSIT SERVICES
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and MV Public Transportation, Inc. (hereinafter called "CONTRACTOR"), dated September 17, 2018, and identified as Contract No. 594-18, amended by Amendment No. 1, dated January 19, 2022, and identified as Contract No. 60-22 (“Agreement”).

RECITALS
A. CITY and CONTRACTOR enterd into the Agreement to operate CITY’s Dial-A-Ride and fixed route transit services, which was previously amended.

B. CITY and CONTRACTOR desire to further amend the Agreement to extend the termination date, increase the Consideration to compensate CONTRACTOR for its services during the extended term, and amend Attachment B to the Agreement to reflect the program costs for Fiscal Years 2025/2026 and 2026/2027.

NOW, THEREFORE, the parties agree as follows:

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

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

Section 3. Attachment B, specifying Annual Contract Costs, Annual Fixed Costs, and Hourly Rates, shall be restated and amended as attached hereto and incorporated herein.

Docusign Envelope ID: 41687967-BB93-40DF-A1CA-426964C1EFAE -3-
B0785-0001\3119077v1.doc
Section 4. Except as specifically amended by this Amendment No. 2 and prior amendments, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
__________________________________
SHARONA R. NAZARIAN, PsyD
Mayor
ATTEST:
___________________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: MV Public Transportation,
Inc.

KEVIN KLIKA
President/Chief Operating Officer

ERIN NIEWINSKI
Executive Vice President/Chief Financial
Officer
[signatures continue]
Docusign Envelope ID: 41687967-BB93-40DF-A1CA-426964C1EFAE -4-
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

SHANA E. EPSTEIN
Director of Public Works

DAREN GRILLEY
Assistant Director of Public Works/City
Engineer

SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 41687967-BB93-40DF-A1CA-426964C1EFAE 5 ATTACHMENT B

CITY OF BEVERLY HILLS

TRANSIT PROGRAM
Docusign Envelope ID: 41687967-BB93-40DF-A1CA-426964C1EFAE Certificate Of Completion
Envelope Id: 41687967-BB93-40DF-A1CA-426964C1EFAE Status: Sent Subject: Complete with Docusign: MV Public Transportation, Inc. (594-18) Amendment No. 2 Source Envelope:

Document Pages: 5 Signatures: 7 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
5/30/2025 12:09:13 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Erin Niewinski
[email protected]
CFO
MV Transportation, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 136.226.102.102
Sent: 5/30/2025 12:22:31 PM
Resent: 6/2/2025 7:52:00 AM
Resent: 6/4/2025 1:07:16 PM
Viewed: 6/4/2025 2:25:16 PM
Signed: 6/4/2025 2:25:34 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Kevin Klika
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 2600:387:15:5d13::9
Signed using mobile
Sent: 5/30/2025 12:22:32 PM
Resent: 6/2/2025 7:52:00 AM
Resent: 6/4/2025 1:07:17 PM
Viewed: 6/4/2025 2:28:18 PM
Signed: 6/4/2025 2:28:24 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 166.199.151.130
Signed using mobile
Sent: 6/4/2025 2:28:26 PM
Viewed: 6/4/2025 2:58:19 PM
Signed: 6/4/2025 2:58:43 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: 6/4/2025 2:58:45 PM
Viewed: 6/4/2025 4:38:20 PM
Signed: 6/4/2025 4:39:01 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: 98.184.236.251
Signed using mobile
Sent: 6/4/2025 4:39:03 PM
Resent: 6/9/2025 7:39:26 AM
Viewed: 6/9/2025 11:12:09 AM
Signed: 6/9/2025 11:12:14 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 6/9/2025 11:12:16 AM
Viewed: 6/9/2025 11:14:27 AM
Signed: 6/9/2025 11:14:32 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 192.5.3.140
Signed using mobile
Sent: 6/9/2025 11:14:34 AM
Resent: 6/9/2025 2:14:37 PM
Viewed: 6/9/2025 5:45:30 PM
Signed: 6/9/2025 5:45:49 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: 6/9/2025 5:45:51 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
Sharona R. Nazarian
[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
Judie Smith
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 6/2/2025 7:49:18 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/30/2025 12:22:32 PM
Envelope Updated Security Checked 6/2/2025 7:49:17 AM
Envelope Updated Security Checked 6/2/2025 7:49:17 AM
Payment Events Status Timestamps
1 B0785-0001\3099152v1.doc
AMENDMENT NO. 4 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR

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

RESPONSIBLE PRINCIPAL Norman Kahn, Chief Executive Officer OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 4111 W. Alameda Avenue, Suite 504 Burbank, CA 91505
Attention: Norman Kahn, Chief Executive Officer
CONTRACTOR’S E.I.N./TAX I.D. NO.: 81-2494453
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023 (original termination date) June 30, 2024 (amended pursuant to Amendment
No. 2)
June 30, 2025 (amended pursuant to Amendment
No. 3)
June 30, 2026 (amended pursuant to this
Amendment No. 4)
CONSIDERATION: Original Agreement: Not to exceed $3,000,000.00 Amendment No. 1: No Additional Consideration
Amendment No. 2: Not to exceed an additional
$3,300,000.00
Amendment No. 3: Not to exceed an additional
$3,300,000.00
Amendment No. 4: Not to exceed an additional
$3,000,000.00
Total Not to Exceed: $12,600,000.00
Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 2 B0785-0001\3099152v1.doc
AMENDMENT NO. 4 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR

YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND
HOLIDAY DÉCOR
This Amendment No. 4 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Utopia Worldwide, Inc. (hereinafter called "CONTRACTOR") dated June 14, 2022, and identified as Contract No. 351-22, as amended by Amendment No. 1, dated August 8, 2022, and identified as Contract No. 507-22, as amended by Amendment No. 2, dated June 6, 2023, and identified as Contract No. 280-23, as amended by Amendment No. 3, dated June 18, 2024, and identified as Contract No. 305-24 (“Agreement”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

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

Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 3 B0785-0001\3099152v1.doc
Section 3. Exhibit C, “Compensation”, shall be amended and restated as attached hereto and incorporated herein.

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

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
SHARONA R. NAZARIAN, PsyD
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Utopia Worldwide, Inc.

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

DAREN GRILLEY
Assistant Director of Public Works/
City Engineer
[Signatures continue]
Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 4 B0785-0001\3099152v1.doc
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
____________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 5 B0785-0001\3099152v1.doc

EXHIBIT C

COMPENSATION
For the work described in Exhibit A of this Agreement, CITY shall compensate CONTRACTOR in an amount not to exceed Twelve Million Six Hundred Thousand Dollars ($12,600,000.00) as described in this Exhibit C and in Exhibit D. Attachment 1 to Exhibit C, attached hereto and incorporated herein, details the expenses associated solely with Holiday Décor. All other funding will be utilized for the citywide twinkle light program, Gobo lighting on City Hall, and other as-needed lighting including lighting needs associated with City Hall, if requested and approved by CITY in writing.

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

II. Holiday Decor and Program Management and annual replacement of Twinkle Lights
For the work associated with the Holiday Decor and Program Management items listed in Exhibit A, CITY shall compensate CONTRACTOR for the satisfactory performance of all services, including the management fee, in an amount of Two Million Four Hundred Eighty Thousand Dollars ($2,480,000.00), as further described in Attachment 1 to Exhibit C, and shall be based on the bids provided to CITY from CONTRACTOR from the Program Vendors.

CONTRACTOR shall obtain permission from CITY in writing prior to purchasing any replacement items where the cost exceeds the amount of funding listed in Attachment 1 to Exhibit C. CITY acknowledges expenses for Holiday Décor and Program Management may exceed Two Million Four Hundred Eighty Thousand Dollars ($2,480,000.00) and reserves all rights to pre-approve any purchase that will exceed this amount.

Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 6 B0785-0001\3099152v1.doc
ATTACHMENT 1 TO EXHIBIT C

BUDGET ESTIMATE, FEES AND RATES
Year-Round Citywide Decorative Lighting and Holiday Decorations Program Item Description 2025 Estimate
Year-round warm white LED light maintenance $ 100,000
Year-round City Hall RGB lighting and gobo projections $ 60,000 Annual replacement of warm white LED tree wrap lights $ 450,000 Maintenance and replacement parts for Canon Drive Spans $ 300,000 Holiday décor on S. Beverly Dr. (existing) $ 125,000
Holiday décor on La Cienega Blvd. (existing) $ 100,000
Holiday décor on Robertson (existing) $ 40,000
Holiday décor on S. Santa Monica Blvd. (existing) $ 30,000 Holiday décor on Camden Dr (existing) $ 50,000
Garland and bows (existing) $ 60,000
Gobo projection for holiday $ 5,000
Beverly Drive Street Spans (new program) $ 200,000
Brighton Way Street Spans (existing) $ 60,000
Lily Pond Glowing Reeds Audio and Light Show (new program) $ 205,000 Beverly Gardens Park - Christmas Tree and Menorah (existing) $ 35,000 Banner Up-lights (435 fixtures) $ 35,000
Santa and Reindeer Display (existing) $ 100,000
Background Audio in the Business Triangle (existing) $ 50,000 Beverly Canon Gardens (base cost for tree and walk-through) $ 200,000 Wilshire Spans (existing) $ 125,000
SUBTOTAL $ 2,480,000
Remainder of the budget to cover additional services as approved by CITY.

Individual Tree Pricing:

Cost to procure and wrap (1) Short Palm tree $ 389.00
Cost to procure and wrap (1) Tall Palm tree $ 498.00
Cost to procure and wrap (1) Ficus tree $ 399.00
Cost to procure and wrap (1) small decorative tree trunk $ 277.00 Project Management Fee:

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

Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 7 B0785-0001\3099152v1.doc
Hourly Rates:

Staff Position: Rate
Producer $115
Project Manager $95
Technical Manager $90
Lighting Tech $80
Graphic Designer $70
Production Coordinator $60
Production Assistant $45
Docusign Envelope ID: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 Certificate Of Completion
Envelope Id: FF7C8768-C913-4F0B-A634-6E35EEAFF9E9 Status: Sent Subject: Complete with Docusign: Utopia Worldwide, Inc. (351-22) Amendment No. 4 Source Envelope:

Document Pages: 7 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
4/22/2025 11:56:13 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Norman Kahn
[email protected]
CEO
Utopia Worldwide Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.55.131.44
Sent: 4/22/2025 12:04:07 PM
Viewed: 4/22/2025 2:13:21 PM
Signed: 4/22/2025 2:14:20 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 4/22/2025 2:14:22 PM
Viewed: 4/23/2025 9:31:20 AM
Signed: 4/23/2025 9:31:56 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: 4/23/2025 9:31:57 AM
Resent: 4/28/2025 8:42:38 AM
Viewed: 4/28/2025 11:42:35 AM
Signed: 4/28/2025 11:42:39 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/28/2025 11:42:40 AM
Viewed: 4/30/2025 9:01:46 AM
Signed: 4/30/2025 9:01:52 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.56.122.51
Signed using mobile
Sent: 4/30/2025 9:01:53 AM
Viewed: 4/30/2025 9:04:11 AM
Signed: 4/30/2025 9:04:18 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 4/30/2025 9:04:21 AM
Viewed: 4/30/2025 10:56:59 AM
Signed: 4/30/2025 10:57:15 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: 4/30/2025 10:57:17 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
Sharona R. Nazarian
[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
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/22/2025 12:04:07 PM
Payment Events Status Timestamps
-1-
B0785-0001\3123286v2.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND MERIDIAN RAPID DEFENSE GROUP,

LLC, FOR CITYWIDE AS-NEEDED RENTAL OF MOBILE

PROTECTION BARRIERS AT VARIOUS CITY EVENTS
NAME OF CONTRACTOR: Meridian Rapid Defense Group, LLC
RESPONSIBLE PRINCIPAL Eric Alms, President
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 177 East Colorado Boulevard, Suite 200 Pasadena, CA 91105
Attention: Eric Alms, President
CONTRACTOR’S E.I.N./TAX I.D. NO.: 35-2292111
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: May 15, 2023
TERMINATION DATE: June 30, 2024 (original termination date) June 30, 2025 (amended pursuant to this
Amendment No. 1)
June 30, 2026 (as extended pursuant to Section 2
by letter dated April 28, 2025)
CONSIDERATION: Original Agreement: Not to exceed $100,000.00 Amendment No. 1: Not to exceed per CITY
Fiscal Year (“FY”):

FY 2023-2024: $100,000.00
FY 2024-2025: additional $100,000.00
FY 2025-2026 (if extended): $100,000.00
Amendment No. 2: Not to exceed additional
$50,000.00 for Fiscal Year 2024-2025
Total Not to Exceed: $350,000.00 based on the
process set forth in Exhibit A
Docusign Envelope ID: FEEDD437-3074-42C8-808D-8DABF00CFEC2 -2-
B0785-0001\3123286v2.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND MERIDIAN RAPID DEFENSE GROUP,

LLC, FOR CITYWIDE AS-NEEDED RENTAL OF MOBILE

PROTECTION BARRIERS AT VARIOUS CITY EVENTS
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and Meridian Rapid Defense Group, LLC (hereinafter called "CONTRACTOR") dated May 25, 2023, and identified as Contract No. 257-23, as amended by Amendment No. 1, dated May 9, 2024, and identified as Contract No. 198-24 (“Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into an Agreement for as-needed rental of mobile protection barriers at various City Events.

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

NOW, THEREFORE, the parties agree as follows:

Section 1. The Termination Date shall be amended as set forth above.

Section 2. The Consideration shall be amended as set forth above.

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

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

Docusign Envelope ID: FEEDD437-3074-42C8-808D-8DABF00CFEC2 -3-
B0785-0001\3123286v2.doc
EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
__________________________________
SHARONA R. NAZARIAN, PsyD
Mayor
ATTEST:
___________________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Meridian Rapid Defense
Group, LLC

ERIC ALMS
President

PETER WHITFORD
Chief Executive Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
[Signatures Continue]
Docusign Envelope ID: FEEDD437-3074-42C8-808D-8DABF00CFEC2 -4-
B0785-0001\3123286v2.doc
SHANA E. EPSTEIN
Director of Public Works

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: FEEDD437-3074-42C8-808D-8DABF00CFEC2 5 B0785-0001\3123286v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not to exceed One Hundred Thousand Dollars ($100,000.00) for CITY Fiscal Year 2023-2024; an additional One Hundred Fifty Thousand Dollars ($150,000.00) for CITY Fiscal Year 2024-2025, and, and additional One Hundred Thousand Dollars ($100,000.00) for CITY Fiscal Year 2025-2026. The total fee under this Agreement shall not exceed Three Hundred Fifty Thousand Dollars ($350,000.00), including labor and taxes.

The amount for each as-needed service shall be mutually agreed upon by the parties in accordance with the process detailed in Exhibit A.

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

Docusign Envelope ID: FEEDD437-3074-42C8-808D-8DABF00CFEC2 Certificate Of Completion
Envelope Id: FEEDD437-3074-42C8-808D-8DABF00CFEC2 Status: Sent Subject: Complete with Docusign: Meridian Rapid Defense Group (257-23) Amendment No. 2 Source Envelope:

Document Pages: 5 Signatures: 7 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.169
Record Tracking
Status: Original
6/11/2025 10:10:52 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Eric Alms
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 216.61.150.106
Signed using mobile
Sent: 6/11/2025 10:16:58 AM
Viewed: 6/11/2025 11:05:41 AM
Signed: 6/11/2025 11:05:51 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Peter Whitford
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 134.199.101.9
Signed using mobile
Sent: 6/11/2025 10:16:58 AM
Viewed: 6/11/2025 10:38:41 AM
Signed: 6/11/2025 10:39:18 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:
2603:8000:fe01:9872:88fb:69e9:9fe6:1ed2
Signed using mobile
Sent: 6/11/2025 11:05:53 AM
Viewed: 6/11/2025 11:21:15 AM
Signed: 6/11/2025 11:21:27 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: 174.227.70.234
Signed using mobile
Sent: 6/11/2025 11:21:30 AM
Viewed: 6/11/2025 11:29:27 AM
Signed: 6/11/2025 11:29:49 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: 6/11/2025 11:29:51 AM
Resent: 6/11/2025 1:42:15 PM
Viewed: 6/11/2025 1:55:09 PM
Signed: 6/11/2025 1:55:16 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 6/11/2025 1:55:18 PM
Viewed: 6/11/2025 2:04:13 PM
Signed: 6/11/2025 2:04:21 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Daren Grilley for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 6/11/2025 2:04:23 PM
Viewed: 6/11/2025 2:06:25 PM
Signed: 6/11/2025 2:06:32 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: 6/11/2025 2:06:34 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
Sharona R. Nazarian
[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
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/11/2025 10:16:58 AM
Envelope Updated Security Checked 6/11/2025 2:01:08 PM
Envelope Updated Security Checked 6/11/2025 2:01:08 PM
Payment Events Status Timestamps
B0785-0001\3093162v2.doc
AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE

PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES
NAME OF CONSULTANT:

RESPONSIBLE PRINCIPAL OF CONSULTANT:

CONSULTANT’S ADDRESS:

CONSULTANT’S E.I.N./TAX I.D. NO.:

CITY’S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

CSG Consultants, Inc.

Mr. Eric Haghani, Vice President
3707 W. Garden Grove Blvd., Suite 100
Orange, CA 92868
Attention: Mr. Eric Haghani, Vice President
91-2053749
City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes,
Director of Community Development
July 1, 2024
June 30, 2027, unless extended pursuant to
Section 2 of the Agreement
Original Agreement: Not to exceed per CITY
Fiscal Year (“FY”):

FY 2024-2025: $220,000
FY 2025-2026: $220,000
FY 2026-2027: $220,000
FY 2027-2028 (if extended): $220,000
FY 2028-2029 (if extended): $220,000
Total not to exceed (if extended): $1,100,000
Amendment No. 1: Not to exceed per CITY
Fiscal Year (FY):

FY 2024-2025 Additional $100,000
Amendment No. 2:

Not to exceed an additional $400,000
Total not to exceed: (if extended): $1,600,000, at
the rates set forth in Exhibit B, for all CITY Fiscal
Years that the Agreement remains in effect
Docusign Envelope ID: 66AFD213-A3EF-4AC7-AEF4-B478B8604D44 B0785-0001\3093162v2.doc
2 AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE

PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and CSG CONSULTANTS, INC. (hereinafter called "CONSULTANT") dated June 18, 2024, and identified as Contract No. 286-24, as amended by Amendment No. 1, dated March 7, 2025, and identified as Contract No. 92-25 (collectively, the “Agreement”).

RECITALS
A. CITY and CONSULTANT entered into an agreement for as-needed plan review and supplemental consulting services.

A. CITY and CONSULTANT desire to amend the Agreement to increase the Consideration and amend the Schedule of Payment and Rates due to an increase in CONSULTANT’s hourly rates and to compensate CONSULTANT for additional, unanticipated services.

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended as attached hereto and incorporated herein.

Section 3. Except as specifically amended by this Amendment No. 2 and other Amendments, if any, the remaining provisions of the Agreement shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.
[Signatures on following page.]
Docusign Envelope ID: 66AFD213-A3EF-4AC7-AEF4-B478B8604D44 B0785-0001\3093162v2.doc
3 CITY OF BEVERLY HILLS
A Municipal Corporation
SHARONA R. NAZARIAN, PSYD
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: 66AFD213-A3EF-4AC7-AEF4-B478B8604D44 4 B0785-0001\3093162v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services referenced in an amount not to exceed One Million Six Hundred Thousand Dollars ($1,600.000) for the term of the Agreement (if extended), at the rates set forth in this Exhibit.

Docusign Envelope ID: 66AFD213-A3EF-4AC7-AEF4-B478B8604D44 B0785-0001\3093162v2.doc
5 A. All hourly rates include benefits, Workers Compensation Insurance, and office expenses.

Should the scope of work change or circumstances develop which necessitate special handling, CONSULTANT will notify the CITY prior to proceeding. On each July 1st or anniversary of the Agreement start date, CONSULTANT may initiate a rate increase based on the change in CPI for the applicable region as defined in this Exhibit.

B. CONSULTANT will pay for the cost of all training, equipment, or materials required by CONSULTANT's staff.

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

D. 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.

E. 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: 66AFD213-A3EF-4AC7-AEF4-B478B8604D44 Certificate Of Completion
Envelope Id: 66AFD213-A3EF-4AC7-AEF4-B478B8604D44 Status: Sent Subject: Complete with Docusign: Amendment No. 2 - CSG Consultants Inc. (286-24) - JUNE BPO MEETING..pdf Source Envelope:

Document Pages: 5 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: 10.104.81.73
Record Tracking
Status: Original
4/29/2025 9:07:48 AM
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: 173.164.165.133
Sent: 4/29/2025 9:19:57 AM
Viewed: 5/5/2025 8:42:37 AM
Signed: 5/5/2025 8:42:59 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: 10.104.81.9
Sent: 5/5/2025 8:43:01 AM
Resent: 5/6/2025 1:36:28 PM
Viewed: 5/6/2025 2:34:37 PM
Signed: 5/6/2025 2:34:47 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 10.104.81.9
Sent: 5/6/2025 2:34:49 PM
Viewed: 5/6/2025 2:35:20 PM
Signed: 5/6/2025 2:35:37 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: 5/6/2025 2:35:38 PM
Viewed: 5/8/2025 9:54:52 AM
Signed: 5/8/2025 9:54:57 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: 5/8/2025 9:54:59 AM
Viewed: 5/8/2025 11:48:58 AM
Signed: 5/8/2025 11:49:09 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Michael Forbes
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/8/2025 11:49:11 AM
Viewed: 5/8/2025 12:58:57 PM
Signed: 5/8/2025 12:59:04 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: 5/8/2025 12:59:07 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
Mayor Sharona R. Nazarian, PsyD
[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
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 4/29/2025 9:19:57 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/1/2025 8:53:44 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Envelope Updated Security Checked 5/2/2025 10:26:11 AM
Payment Events Status Timestamps

 





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Certificate Of Completion
Envelope Id: 55E1D165-3596-484C-8599-EBFF045352CC Status: Sent Subject: Complete with Docusign: CLEAN - Amendment No. 1_Avolve.pdf Source Envelope:

Document Pages: 7 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 10.104.81.73
Record Tracking
Status: Original
5/7/2025 9:28:48 AM
Holder: Evelin Welch
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jeremy Raulinaitis
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 76.149.215.50
Sent: 5/7/2025 9:57:25 AM
Resent: 5/8/2025 9:35:51 AM
Resent: 5/12/2025 12:05:41 PM
Viewed: 5/12/2025 1:40:26 PM
Signed: 5/12/2025 1:43:44 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/12/2025 1:43:45 PM
Viewed: 5/12/2025 2:03:32 PM
Signed: 5/12/2025 2:03:36 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 5/12/2025 2:03:38 PM
Viewed: 5/12/2025 7:10:57 PM
Signed: 5/12/2025 7:11:13 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: 198.245.189.181
Sent: 5/12/2025 7:11:15 PM
Viewed: 5/13/2025 7:01:37 AM
Signed: 5/13/2025 7:02:07 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: 5/13/2025 7:02:08 AM
Viewed: 5/13/2025 7:10:57 AM
Signed: 5/13/2025 7:11:03 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Sent: 5/13/2025 7:11:05 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
Sharona R. Nazarian
[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
Adrianne Tarazon
[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 5/7/2025 9:57:25 AM
Payment Events Status Timestamps
1 B0785-0001\3102794v1.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND UNIVERSAL PROTECTION SERVICE,

LP D/B/A ALLIED UNIVERSAL SECURITY SERVICES FOR THE

STAFFING AND MAINTENANCE OF THE BEVERLY HILLS CITY
JAIL
NAME OF CONTRACTOR: Universal Protection Service, LP d/b/a Allied Universal Security Services
RESPONSIBLE PRINCIPAL Steven Claton, CFO
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 1551 N. Tustin Avenue, Suite 650
Santa Ana, CA 92705
CONTRACTOR’S E.I.N./TAX I.D. NO.: 33-0973846
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark G. Stainbrook, Chief of Police
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2025, unless extended pursuant to Section 5 of this Agreement (Original Termination
Date)
June 30, 2027 (Extended pursuant to this
Amendment No. 1)
CONSIDERATION: Original Agreement: Not to exceed $933,160.53 per fiscal year
Total not to exceed amount of $4,665,802.65
Amendment No. 1: Additional not to exceed
$192,441.62
Total Not to Exceed $4,858,244.27, as more
particularly described in Exhibit B
Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 2 B0785-0001\3102794v1.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND UNIVERSAL PROTECTION SERVICE,

LP D/B/A ALLIED UNIVERSAL SECURITY SERVICES FOR THE

STAFFING AND MAINTENANCE OF THE BEVERLY HILLS CITY
JAIL
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Universal Protection Service, LP d/b/a Allied Universal Security Services (hereinafter called "CONTRACTOR") dated June 21, 2022, and identified as Contract No. 390-22 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONTRACTOR to provide staffing and maintenance of the CITY Jail.

B. CITY and CONTRACTOR desire to amend the Agreement to extend the Termination Date, increase the Consideration, and include an updated pricing schedule.

NOW, THEREFORE, the parties agree as follows:

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

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

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

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

Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 3 B0785-0001\3102794v1.doc
EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
SHARONA R. NAZARIAN, PSYD
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: UNIVERSAL

PROTECTION SERVICE, LP D/B/A

ALLIED UNIVERSAL SECURITY

SERVICES

SCOTT NASO
Senior Vice President

STEVE CLATON
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney Manager
MARK G. STAINBROOK
Chief of Police
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 4 B0785-0001\3102794v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
City shall compensate Operator in an amount not to exceed Four Million Eight Hundred Fifty-Eight Thousand Two Hundred Forty-four Dollars and Twenty-Seven Cents ($4,858,244.27) for the term of the Agreement, with extensions.

RATES

POSITION
HOURLY
WAGE
HOURLY
BILL
RATE

OVERTIME RATE
WHEN

ADDITIONAL
HOURS

REQUESTED BY
CITY

HOURS PER
WEEK

WEEKLY COST

TO CITY
ANNUAL

COST TO
CITY*
JAIL SUPERINTENDENT $ 31.00 $ 51.66 NOT APPLICABLE 40 $ 2,066.40 $
107,742.10
SHIFT LEAD $ 23.00 $ 42.70 $ 64.05 80 $ 3,416.00
$
178,110.24
CUSTODY OFFICER (W/ TITLE 15) $ 22.00 $ 40.91 $ 61.37 216 $ 8,836.56 $
460,738.24
CUSTODY OFFICER (W/O TITLE 15) $ 20.00 $ 37.34 $ 56.01 AS NEEDED TRANSPORTATION OFFICER - ARMED $ 41.00 $ 81.63 $ 122.45 25 $ 2,040.75 $
106,404.71

TRANSPORTATION OFFICER -
UNARMED $ 31.00 $ 61.50 $ 92.25 25 $ 1,537.50
$
80,165.25
TOTAL 386 $ 17,897.21
$
933,160.53
* Annual totals based on 52.14 weeks
RATES
Effective July 1, 2025 thru June 30, 2026 (based on 5% annual increase)

POSITION
HOURLY
WAGE
HOURLY
BILL
RATE

OVERTIME RATE
WHEN

ADDITIONAL
HOURS

REQUESTED BY
CITY

HOURS PER
WEEK

WEEKLY COST

TO CITY
ANNUAL

COST TO
CITY*
JAIL SUPERINTENDENT $ 35.88 $ 59.79 NOT APPLICABLE 40 $ 2,391.76 $
124,706.41
SHIFT LEAD $ 26.46 $ 49.12 $ 73.68 80 $ 3,929.84
$
204,901.82
CUSTODY OFFICER (W/ TITLE 15) $ 25.46 $ 47.34 $ 71.01 216 $ 10,226.06 $
533,186.76
CUSTODY OFFICER (W/O TITLE 15) $ 23.15 $ 43.22 $ 64.83 AS NEEDED TRANSPORTATION OFFICER - ARMED $ 47.46 $ 94.49 $ 141.74 25 $ 2,362.32 $
123,171.44

TRANSPORTATION OFFICER -
UNARMED $ 35.88 $ 59.79 $ 89.69 25 $ 1,494.85
$
77,941.51
TOTAL 386 $ 20,404.83
$
1,063,907.94
* Annual totals based on 52.14 weeks
Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 5 B0785-0001\3102794v1.doc
RATES
Effective July 1, 2026 thru June 30, 2027 (based on 5% annual increase)

POSITION
HOURLY
WAGE
HOURLY
BILL
RATE

OVERTIME RATE
WHEN

ADDITIONAL
HOURS

REQUESTED BY
CITY

HOURS PER
WEEK

WEEKLY COST

TO CITY
ANNUAL

COST TO
CITY*
JAIL SUPERINTENDENT $ 37.67 $ 62.78 NOT APPLICABLE 40 $ 2,511.35 $
130,941.73
SHIFT LEAD $ 27.78 $ 51.58 $ 77.37 80 $ 4,126.33
$
215,146.91
CUSTODY OFFICER (W/ TITLE 15) $ 26.73 $ 49.71 $ 74.57 216 $ 10,737,.36 $
559,846.10
CUSTODY OFFICER (W/O TITLE 15) $ 24.31 $ 45.38 $ 68.07 AS NEEDED TRANSPORTATION OFFICER - ARMED $ 49.83 $ 99.22 $ 148.83 25 $ 2480.44 $
129,330.02

TRANSPORTATION OFFICER -
UNARMED $ 37.67 $ 62.78 $ 94.18 25 $ 1,569.59
$
81,838.58
TOTAL 386 $ 21,425.07
$
1,117,103.33
* Annual totals based on 52.14 weeks
 The above hourly rates shall include:
 Overtime costs incurred by Operator for six paid holidays  Overtime costs incurred by Operator due to vacations, sick calls, etc.  Background investigations
 Screening/Recruiting
 80 hours vacation per year for each employee
 Title 15 training costs due to turnover
 Title 15 annual training
 Training in BHPD policies and procedures, including 80 hours of on-site training for new hires
 Training in Operator policies and procedures
 Uniforms
 Medical, dental, vision, and life insurance benefits
 Area supervision and account management
 Payroll taxes and insurance
Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 6 B0785-0001\3102794v1.doc
Pricing Notes
Annual Price Increases
Operator may request an annual increase of not more than 5% upon giving City thirty (30) days prior written notice. If the annual increase request is for more than 5% due to the then current labor climate and changes to federal, state, county and local taxes, minimum wage increases, paid time off or other benefits or cost increases under applicable collective bargaining agreements, changes to pay and bill rates may be necessary and will be subject to the prior written approval of City. Such requests must be for increases that are actually incurred or accrued by Operator.
]
Overtime
Overtime of 1.5 times the hourly billing rate is only billed in the following circumstances and not for scheduling issues or vacation coverage.
x]
Specific Requests
With requests for a specific individual to work more than their 40 hours for a special reason, regardless of the notice provided, only the overtime impact for that individual will be billed.

Example: ‘City requests that Officer Smith stay two extra hours at the end of his shift to help with a special project." Only the additional two hours will be billed at the overtime rate if it will put the Officer over 40 hours.

Additional Requests for Personnel
Requests for coverage in excess of the agreed-upon amount of total security professionals' base hours on site may be billed as overtime until coverage is incorporated into the permanent base hours.

Please note special event estimated pricing above is based on the assumption of a Custody Officer level employee covering the event. If a Lead Officer or Post Commander level employee is required, the relevant hourly overtime bill rate will be charged for the employee requested.

Training Hours for Custody Officers assigned to BHPD
Operator offers a variety of training delivery options to ensure City’ security team has access to the information they need, when and how they need it.

Billing Frequency and Payment Terms
Consultant will invoice City on a monthly basis for all scheduled services for the preceding monthly period based upon the rates listed above and on a form approved by City. All undisputed invoices are due net 30 days.

NOTE:

Operator reserves the right to change, amend or terminate the benefits programs and its options at any time.

Invoices
Operator’s billing platform is a fully automated and fully integrated software package called WinTeam. When new business is awarded, a Client Onboarding and Retention Form (CORE) is submitted to the Billing Department. After processing the CORE, the Billing Department will assign a job number to City's service location.

Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 7 B0785-0001\3102794v1.doc
The Operations team will review and update any changes to the weekly working schedule (such as sick or vacation days, or extra coverage) and reviews all schedules for accuracy. After final review, the schedules are locked and transmitted to the Billing and Payroll Departments. Billing then receives the scheduling data and produces invoices accordingly. Invoices can be mailed, emailed, or electronically sent through EDI. City can also access invoices through our secure client website, eHub. Operator has the capability to exchange electronic invoicing information with third party or proprietary systems. Operator is registered trading partners with Ariba, OB10, GSX, Transcepta, and Exostar. Operator also offers payment of invoices through electronic funds transfer as a standard option, regardless of the billing platform.

Operator will continue to provide its monthly invoice in a City -approved format Meal and Rest Breaks
Operator is committed to providing all employees with a safe and healthy environment in all work areas and at all client sites, in compliance with all federal and California laws.

Meal Breaks
In general, non-exempt employees who work more than 5 hours per day must be provided with an off-duty1 meal period of not less than 30 minutes. The meal period must begin before the end of the 5th hour of work.
 If employees work more than 10 hours, a second off-duty meal period of not less than 30 minutes must be provided. The meal period must begin before the end of the 10th hour of work.
 Employees must be free from employer and client control and relieved of all duty.  Employees may not be required to remain "on call."
 Employees must be free to leave the site.
 Employees may not be required to carry and/or monitor a communication device.

Rest Breaks
Non-exempt employees are authorized and permitted consecutive, uninterrupted, and dutyfree rest breaks of at least 10 minutes (or 15 minutes if specified by a CBA) for every 4 hours worked or major portion of 4 hours worked (more than 2 hours).  Employees must be paid during rest breaks.
 Employees must be free from employer and client control and relieved of all duty.  Employees may not be required to remain "on call."
 Employees must be free to leave the site.
 Employees may not be required to carry and/or monitor a communication device.

Drinking Water, Restroom Facilities, Shade, Sheltered Eating Area, & Suitable Seating Employees must be provided with:
 access to clean, fresh, potable drinking water, at no cost to the employee  access to restroom facilities with plumbing and adequate hand-washing facilities  access to safe spaces for shade
 an area available for securing or heating food or drink, and a suitable sheltered place to consume food and drink
 suitable seats when the nature of the work reasonably permits the use of seats.

Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB 8 B0785-0001\3102794v1.doc
1 On-duty meal periods are only permitted when:
• The nature of the work prevents the employee from being relieved of all duties; • When there is a written (and fully revocable) agreement between Operator and the employee for an on-duty meal period; and
• When a suitable place to eat on premises is designated.

Docusign Envelope ID: 041F811B-9229-4F94-9338-839A6343BEFB Certificate Of Completion
Envelope Id: 041F811B-9229-4F94-9338-839A6343BEFB Status: Sent Subject: Complete with Docusign: Amendment No. 1 - Universal Protection Service LP d_b_a Allied Universa...

Source Envelope:

Document Pages: 8 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
5/12/2025 3:17:41 PM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Scott Naso
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 108.236.117.110
Sent: 5/12/2025 3:29:18 PM
Viewed: 5/12/2025 3:47:25 PM
Signed: 5/12/2025 3:47:44 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Steve Claton
[email protected]
Region President
Allied Universal
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.2.157.2
Sent: 5/12/2025 3:47:47 PM
Viewed: 5/12/2025 6:31:39 PM
Signed: 5/12/2025 6:31:45 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.90.76.115
Signed using mobile
Sent: 5/12/2025 6:31:47 PM
Viewed: 5/12/2025 6:38:47 PM
Signed: 5/12/2025 6:39:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/12/2025 6:39:12 PM
Viewed: 5/13/2025 7:10:21 AM
Signed: 5/13/2025 7:10:26 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/13/2025 7:10:28 AM
Resent: 5/13/2025 1:22:08 PM
Resent: 5/14/2025 11:54:16 AM
Resent: 5/15/2025 7:55:39 AM
Viewed: 5/20/2025 3:22:55 PM
Signed: 5/20/2025 3:23:00 PM
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: 5/20/2025 3:23:02 PM
Resent: 5/21/2025 12:15:30 PM
Resent: 5/21/2025 2:24:07 PM
Viewed: 5/21/2025 5:42:55 PM
Signed: 5/21/2025 5:43:03 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: 5/21/2025 5:43:05 PM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
Sharona R. Nazarian
[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
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/12/2025 3:29:18 PM
Payment Events Status Timestamps
1 B0785-0001\3100744v2.doc
AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND GALLS, LLC FOR UNIFORMS,

ACCESSORIES AND SUPPLIES FOR BEVERLY HILLS POLICE

DEPARTMENT AND FIRE DEPARTMENTS
NAME OF CONTRACTOR: Galls, LLC
RESPONSIBLE PRINCIPAL Dustin McDulin, CFO
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 1340 Russell Cave Rd.

Lexington, KY 40505
CONTRACTOR’S E.I.N./TAX I.D. NO.: 82-4099469
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark G. Stainbrook, Chief of Police
COMMENCEMENT DATE: July 1, 2021
TERMINATION DATE: June 30, 2024 (Original Termination Date) June 30, 2025 (as extended pursuant to Section 2
by letter dated June 3, 2024)
June 30, 2026 (as extended pursuant to this
Amendment No. 1)
CONSIDERATION: Original Agreement:

Not to exceed $500,000.00 for fiscal years 2021-
2022, 2022-2023, 2023-2024 and 2024-2025
Amendment No. 1: Not to exceed $500,000 for
fiscal year 2025-2026
Total Not to Exceed: $2,500,000.00 for the term of
the Agreement (with extensions)
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 2 B0785-0001\3100744v2.doc
AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY

OF BEVERLY HILLS AND GALLS, LLC FOR UNIFORMS,

ACCESSORIES AND SUPPLIES FOR BEVERLY HILLS POLICE

DEPARTMENT AND FIRE DEPARTMENTS
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Galls, LLC (hereinafter called "CONTRACTOR") dated June 24, 2021, and identified as Contract No. 239-21 (“Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into a written agreement to provide Uniforms, Accessories and Supplies for Beverly Hills Police Department and Fire Departments.

B. CITY and CONTRACTOR wish to amend the Agreement to increase the Consideration, modify the rate schedule and extend the Termination Date.

NOW, THEREFORE, the parties agree as follows:

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

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

Section 3. Section 2 of the Agreement, entitled “Time of Performance”, is hereby amended to read as follows:
“Section 2. Time of Performance
CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY.

CONTRACTOR shall complete the performance of services by the Termination Date set forth above.”
Section 4. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended as attached hereto and incorporated herein.

Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 3 B0785-0001\3100744v2.doc
Section 5. ATTACHMENT 2 TO EXHIBIT B, “Pricing Schedule,” shall be amended as attached hereto and incorporated herein.

Section 6. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
SHARONA R. NAZARIAN, PsyD
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Galls, LLC

MIKE FADDEN
Chief Executive Officer
DUSTIN McDULIN
Chief Financial Officer
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
[Signatures Continue]
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 4 B0785-0001\3100744v2.doc
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
MARK G. STAINBROOK
Chief of Police
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 5 B0785-0001\3100744v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Five Hundred Thousand Dollars ($500,000.00) each year for fiscal years 2021-2022, 2022-2023, 2023-24 and 2024-2025 at the prices set forth in Attachment 1 to Exhibit B, including all labor, taxes, and expenses.

Effective July 1, 2025,
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Five Hundred Thousand Dollars ($500,000.00) for fiscal year 2025-2026, at the prices set forth in Attachment 2 to Exhibit B, including all labor, taxes, and expenses. In no event shall the total compensation under the Agreement exceed Two Million Five Hundred Thousand Dollars ($2,500,000) for the term of the Agreement.

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

Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 6 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 7 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 8 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 9 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 10 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 11 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 12 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F 13 B0785-0001\3100744v2.doc
Docusign Envelope ID: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F Certificate Of Completion
Envelope Id: 32BAB3A2-BDF7-4D4E-99C4-92CDE4CFC55F Status: Sent Subject: Complete with Docusign: CLEAN - Amendment No. 1_Galls (ready for DocuSign).pdf Source Envelope:

Document Pages: 13 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
5/12/2025 1:23:48 PM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Dustin McDulin
[email protected]
CFO
Galls LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 207.237.186.122
Signed using mobile
Sent: 5/12/2025 1:43:55 PM
Resent: 5/13/2025 8:23:12 AM
Viewed: 5/13/2025 10:26:56 AM
Signed: 5/13/2025 10:27:07 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Mike Fadden
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 4.30.235.194
Sent: 5/13/2025 10:27:11 AM
Resent: 5/13/2025 1:22:01 PM
Resent: 5/14/2025 11:54:02 AM
Resent: 5/15/2025 7:55:35 AM
Viewed: 5/15/2025 8:25:01 AM
Signed: 5/15/2025 8:25:09 AM
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: 208.87.233.201
Sent: 5/15/2025 8:25:12 AM
Viewed: 5/15/2025 9:17:41 AM
Signed: 5/15/2025 9:18:08 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/15/2025 9:18:10 AM
Viewed: 5/15/2025 12:27:04 PM
Signed: 5/15/2025 12:27:12 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: 5/15/2025 12:27:16 PM
Viewed: 5/20/2025 3:24:35 PM
Signed: 5/20/2025 3:24:47 PM
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: 198.245.189.181
Sent: 5/20/2025 3:24:49 PM
Viewed: 5/20/2025 4:39:39 PM
Signed: 5/20/2025 4:39:48 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: 5/20/2025 4:39:50 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
Sharona R. Nazarian
[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
Justin Penman
[email protected]
Vice President, Legal Ops & Risk
Galls, LLC
Security Level: Email, Account Authentication
(None)
Sent: 5/12/2025 1:49:21 PM
Viewed: 5/13/2025 3:06:01 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/12/2025 1:43:55 PM
Envelope Updated Security Checked 5/12/2025 1:49:21 PM
Payment Events Status Timestamps