Beverly Hills City Council
June 17, 2025

AGENDA REPORT
Meeting Date: June 17, 2025
Item Number:

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

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

APPROVAL OF BLANKET PURCHASE ORDERS FOR SUPPLIES
AND SERVICES FOR THE CITY’S DEPARTMENTS IN THE TOTAL
NOT-TO-EXCEED AMOUNT OF $86,538,374.98 FOR FISCAL YEAR
2025-26;

APPROVAL OF A CHANGE PURCHASE ORDER TO ARAKELIAN
ENTERPRISES, INC. DBA ATHENS SERVICES IN THE AMOUNT
OF $350,000 FOR A NOT-TO-EXCEED AMOUNT OF $12,879,130
FOR FISCAL YEAR 2024-25; AND

APPROVAL OF A CHANGE PURCHASE ORDER TO MERIDIAN
RAPID DEFENSE GROUP, LLC IN THE AMOUNT OF $50,000 FOR
A NOT-TO-EXCEED AMOUNT OF $150,000 FOR FISCAL YEAR
2024-25.

Attachments: 1. Fiscal Year 2025-26 Blanket Purchase Orders

2. Agreements for City Council approval

3. Amendments for City Council approval
Meeting Date: June 17, 2025

RECOMMENDATION
Staff recommends the City Council approve:
1) The annual Citywide blanket purchase orders identified on Attachment 1 in the total amount of $86,538,374.98 for Fiscal Year (or “FY”) 2025-26; 2) The agreements (Attachment 2) and amendments (Attachment 3) from the respective Citywide departments summarized on Table 1 below; 3) A change purchase order to Arakelian Enterprises, Inc. dba Athens Services in the amount of $350,000 for a not-to-exceed amount of $12,879,130 for Fiscal Year 2024-25; and
4) A change purchase order to Meridian Rapid Defense Group, LLC in the amount of $50,000 for a not-to-exceed amount of $150,000 for Fiscal Year 2024-25.

Table 1 – Agreement and Amendment Activity by Department Departments Number of
Agreements
Number of
Amendments
Total
Information Technology (IT) 10 0 10
Community Development (CD) 1 3 4
Community Services (CS) 2 0 2
Finance (FIN) 1 0 1
Human Resources (HR) 2 0 2
Police (PD) 1 2 3
Public Works (PW) 3 4 7
Fire (FD) 5 0 5
Total 25 9 34
ITEM 1 AGREEMENT WITH KAR MACHINE INC. DBA CALIFORNIA WEST COAST PAINT & BODY SHOP FOR FLEET BODY REPAIR AND PAINT SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $150,000
Comment: Provides for a one-year agreement with the option for four (4) additional one-year extensions in an amount not to exceed $750,000, and a FY 2025-26 purchase order in an amount not to exceed $150,000. These services are recommended for award following a formal bid process (RFP No. 25-350-27). (PW)
ITEM 2 AGREEMENT WITH RAMCO GENERAL ENGINEERING CONTRACTORS, INC. FOR AS-NEEDED GENERAL CONTRACTING SERVICES FOR

VARIOUS CITY PROJECTS
Comment: Provides for a one-year agreement with the option for two (2) additional one-year extensions in an amount not to exceed $250,000.

Meeting Date: June 17, 2025

ITEM 3 AGREEMENT WITH TACENERGY, LLC, FOR SUPPLY OF GASOLINE AND DIESEL FUELS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $1,075,000
Comment: Provides for a one-year agreement with the option for four (4) additional one-year extensions in an amount not to exceed $7,500,000, and a FY 2025-26 purchase order in an amount not to exceed $1,075,000. The City used a national cooperative contract made available from Sourcewell (Contract No. 121522-TAC) to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code § 3-3-205. (PW)
ITEM 4 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JAS PACIFIC

TO PROVIDE PLAN REVIEW SERVICES AND SUPPLEMENTAL
CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-2026 IN THE NOT-TO-EXCEED AMOUNT OF $100,000.00
Comment: Provides for a three-year agreement with the option for two (2) additional one-year extensions in an amount not to exceed $550,000, and a FY 2025-26 purchase order in an amount not to exceed $100,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 5 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FLYING LION INC. FOR PROVIDING REMOTE DRONE PILOTS FOR CRIME
PREVENTION AND APPREHENSION PURPOSES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $600,000.

Comment: Provides for a three-year agreement with the option for two (2) additional one-year extensions in an amount not to exceed $3,000,000, and a FY 2025-26 purchase order in an amount not to exceed $600,000. These services are recommended for award following a formal bid process (RFP No. 25-170-01). (PD)
Meeting Date: June 17, 2025

ITEM 6 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND AARNA TECHNOLOGIES LLC, DBA: ATL FOR INFORMATION TECHNOLOGY
DEVELOPMENT AND PROJECT CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $300,000.

Comment: Provides for a one-year agreement in an amount not to exceed $300,000 for application development services and other IT support services, and a FY 2025-26 purchase order in an amount not to exceed $300,000.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT) ITEM 7 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CDW

GOVERNMENT, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $300,000.

Comment: Provides for a one-year agreement in an amount not to exceed $300,000 for network security consulting services, wireless expertise, and other IT infrastructure consulting services, and a FY 2025-26 purchase order in an amount not to exceed $300,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 8 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FIRST TEK, INC. FOR INFORMATION TECHNOLOGY CONSULTING SERVICES

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $195,000.

Comment: Provides for a one-year agreement in an amount not to exceed $195,000 for project management services and application development services in support of the City’s document management CIP program and eGov initiative, and a FY 2025-26 purchase order in an amount not to exceed $195,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT) Meeting Date: June 17, 2025

ITEM 9 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ISSQUARED, INC. FOR NETWORK ENGINEERING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $145,000.

Comment: Provides for a one-year agreement in an amount not to exceed $145,000 for network security consulting services, and a FY 2025-26 purchase order in an amount not to exceed $145,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 10 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND MAINLINE

INFORMATION SYSTEMS, LLC FOR INFORMATION TECHNOLOGY
CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $650,215.00
Comment: Provides for a one-year agreement in an amount not to exceed $650,215 for information technology consulting services related to the City’s Community Video Security Enhancement CIP, as well as consulting services in support of Data Center cloud migration efforts, and a FY 2025-26 purchase order in an amount not to exceed $650,215. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 11 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND SERVICES RELATED TO THE CITY’S DOCUMENT AND RECORDS MANAGEMENT
SYSTEM; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $400,000.

Comment: Provides for a one-year agreement in an amount not to exceed $400,000 for software support services and IT professional services in support of the City’s document management initiative, and a FY 2025-26 purchase order in an amount not to exceed $400,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
Meeting Date: June 17, 2025

ITEM 12 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND UPTOWN

SERVICES, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES RELATED TO NETWORK INFRASTRUCTURE; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $350,000.

Comment: Provides for a one-year agreement in an amount not to exceed $350,000 for fiber plant engineering, installation coordination, gPON network maintenance, and project management services in support of the City’s Community Video Security CIP program, and a FY 2025-26 purchase order in an amount not to exceed $350,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 13 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND VIDEO TO IP CONSULTING SERVICES, INC. RELATED TO THE CITY’S IP VIDEO SYSTEMS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $125,000.

Comment: Provides for a one-year agreement in an amount not to exceed $125,000 for IT professional services related to the City’s IP video systems, as well as upgrades to the City’s document management system, and a FY 2025- 26 purchase order in an amount not to exceed $125,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT) ITEM 14 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND XENOPHON A. GIKAS JR. DBA COMMGEEK TECH SERVICES LLC FOR PROJECT

CONSULTING SERVICES FOR PUBLIC SAFETY TECHNOLOGY
INITIATIVES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $240,000.

Comment: Provides for a one-year agreement in an amount not to exceed $240,000 for IT professional services in support of the Fire Department’s technology initiatives, and a FY 2025-26 purchase order in an amount not to exceed $240,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3- 112. (IT)
Meeting Date: June 17, 2025

ITEM 15 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND COMMLINE INC. FOR RADIO CONSULTING SERVICES AND RELATED EQUIPMENT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.

Comment: Provides for a one-year agreement in an amount not to exceed $150,000 for public safety radio installation, programming, and other IT professional services, and a FY 2025-26 purchase order in an amount not to exceed $150,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3- 112. (IT)
ITEM 16 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BREAKTHROUGH SPORTS LLC FOR SWIM AND RECREATIONAL
INSTRUCTION THROUGH THE CITY’S COMMUNITY SERVICES
DEPARTMENT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $200,000.

Comment: Provides for a one-year agreement with the option for two (2) additional one-year extensions, for swim and recreational instruction in an amount not to exceed $600,000, and a FY 2025-26 purchase order in an amount not to exceed $200,000. (CS)
ITEM 17 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ANTHONY LENNON DBA CORPORATE EVENT SPECIALISTS INC. FOR THE

RENTAL OF AUDIO AND VISUAL EQUIPMENT AND TECHNICAL
SERVICES FOR SPECIAL EVENTS THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $250,000.

Comment: Provides for a one-year agreement with the option for two (2) additional one-year extensions, for the rental of audio and visual equipment for the City’s Community Services special events in an amount not to exceed $250,000, and a FY 2025-26 purchase order in an amount not to exceed $250,000. (CS)
Meeting Date: June 17, 2025

ITEM 18 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE MAPLE COUNSELING CENTER FOR VARIOUS MENTAL HEALTH SERVICES; AND APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $291,000.

Comment: Provides for a one-year agreement for the Fire Department for human services and EMS program needs, and Human Resources Department for counseling services to City employees and families, in an amount not to exceed $291,000 and a FY 2025-26 purchase order in an amount not to exceed $291,000. (FD)
ITEM 19 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND BET TZEDEK

DBA BET TZEDEK LEGAL SERVICES FOR PRO BONO LEGAL SERVICES TO RESIDENTS OF BEVERLY HILLS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $220,000.

Comment: Provides for a one-year agreement for the Fire Department’s human services programs for free housing rights and senior legal services to eligible City residents in an amount not to exceed $220,000 and a FY 2025-26 purchase order in an amount not to exceed $220,000. (FD) ITEM 20 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JEWISH

FAMILY SERVICES OF LOS ANGELES FOR HOMECARE SUPPORT
SERVICES FOR SENIORS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $505,000.

Comment: Provides for a one-year agreement for the Fire Department’s human services programs for care management for older adults residing in the City in an amount not to exceed $505,000 and a FY 2025-26 purchase order in an amount not to exceed $505,000. (FD)
ITEM 21 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND STEP UP ON SECOND STREET, INC. FOR OUTREACH AND ENGAGEMENT SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $392,643.40.

Comment: Provides for a one-year agreement for the Fire Department’s human services programs for outreach and engagement in connection with the City’s Homeless Outreach Team Changing Lives and Sharing Places (“CLASP”) program in an amount not to exceed $392,643.40 and a FY 2025-26 purchase order in an amount not to exceed $392,643.40. (FD)
Meeting Date: June 17, 2025

ITEM 22 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND WITTMAN

ENTERPRISES, LLC FOR AMBULANCE BILLING AND COLLECTION
SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $200,000.

Comment: Provides for a three-year agreement with the option for two (2) additional one-year extensions for ambulance billing, claims, and collections services in an amount not to exceed City-approved purchase orders, and a FY 2025-26 purchase order in an amount not to exceed $200,000. (FD) ITEM 23 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ROBERT HALF, INC. FOR AS-NEEDED TEMPORARY STAFFING SERVICES; AND APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $550,000.

Comment: Provides for a one-year agreement for as-needed temporary staffing services for all City departments in an amount not to exceed $550,000, and a FY 2025-26 purchase order in an amount not to exceed $550,000. The City used the Houston-Galveston Area Council (HGAC) national cooperative purchasing contract with Robert Half International, Inc. to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code § 3-3-205. (HR)
ITEM 24 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

PAYMENTUS CORPORATION FOR UTILITY BILLING PAYMENT AND
NOTIFICATION SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $175,000.

Comment: Provides for a three-year agreement with the option for two (2) additional one-year extensions for utility billing payment and notification services in an amount not to exceed City-approved purchase orders, and a FY2025-26 purchase order in an amount not to exceed $175,000. (FIN) ITEM 25 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND GOVERNMENTJOBS.COM, INC. D/B/A NEOGOV FOR INTEGRATED
WORKFORCE MANAGEMENT SOFTWARE; AND
APPROVAL OF A FISCAL YEAR 2025-26 PURCHASE ORDER FOR A NOTTO-EXCEED AMOUNT OF $132,701.07.

Comment: Provides for a three-year agreement for an integrated workforce management software that streamlines hiring, performance management, employee training, and employee onboarding in an amount not to exceed $425,142.23, and provides for a FY 2025-26 purchase order in the not to exceed amount of $132,701.07. (HR)
Meeting Date: June 17, 2025

ITEM 26 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
Comment: Further amends Agreement No. 299-20 originally approved by the City Council on June 16, 2020. This amendment extends the termination date of the agreement to June 30, 2026, and increases the consideration by an additional $100,000 for a total not-to-exceed amount of $500,000. (PW) ITEM 27 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $674,449.78 FROM TRANSPORTATION GRANT FUNDS.

Comment: Further amends Agreement No. 594-18 originally approved by the City Council on September 17, 2018. This amendment provides for the execution of two (2) one-year extensions for continued operations of senior/disabled resident transit services and trolly charters, and a FY 2025-26 purchase order in the not to exceed amount of $674,449.78. This project is funded by Proposition A Local Return grant funds and there is no allocation of General Funds. (PW)
ITEM 28 AMENDMENT NO. 4 TO AN AGREEMENT WITH UTOPIA WORLDWIDE, INC. FOR YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND
HOLIDAY DÉCOR; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $3,000,000.

Comment: Amends Agreement No. 351-22 originally approved by Council on June 14, 2022. This amendment extends the termination date to June 30, 2026, and increases the consideration amount by $3,000,000 for a total not-to exceed consideration amount of $12,600,000, and provides for a FY 2025-26 purchase order in the not-to-exceed amount of $3,000,000. (PW) ITEM 29 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
Comment: Further amends Agreement No. 257-23 originally approved by the City Manager on May 25, 2023. This amendment increases the total consideration by an additional $50,000 for a total not-to-exceed amount of $350,000. (PW)
Meeting Date: June 17, 2025

ITEM 30 AMENDMENT NO. 2 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-2026 IN THE NOT-TO-EXCEED AMOUNT OF $320,000.00.

Comment: Further amends Agreement No. 286-24 originally approved by the City Council on June 28, 2024. This amendment increases the total consideration by an additional $400,000 for a total not-to-exceed amount of $1,600,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code 3-3-112.

Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 31 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JLEE ENGINEERING, INC. FOR PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $630,000.

Comment: Amends Agreement No. 285-24 originally approved by the City Council on June 28, 2024. This amendment increases the total consideration by an additional $400,000 for a total not-to-exceed amount of $3,050,000.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. Additionally, costs associated with peer review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 32 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND AVOLVE SOFTWARE CORP FOR UPGRADES TO

EXISTING SOFTWARE AND ANNUAL PROJECTDOX MAINTENANCE
SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $83,208.

Comment: Amends Agreement No. 230-24, originally executed by the City Manager on May 24, 2024. This amendment increases the total consideration by an additional $83,208 for a total not-to-exceed amount of $178,116.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (CD) Meeting Date: June 17, 2025

ITEM 33 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $1,063,907.94.

Comment: Amends Agreement No. 390-22 originally approved by the City Council on June 21, 2022. This amendment extends the termination date to June 30, 2027, and increases the consideration amount by $192,441.62 for a total not-to exceed consideration amount of $4,858,244.27, and provides for a FY 2025-26 purchase order in the not-to-exceed amount of $1,063,907.94 (PD)
ITEM 34 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF

BEVERLY HILLS AND GALLS, LLC FOR UNIFORMS, ACCESSORIES AND SUPPLIES FOR BEVERLY HILLS POLICE AND FIRE DEPARTMENTS; AND APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2025-26 IN THE NOT-TO-EXCEED AMOUNT OF $500,000.

Comment: Amends Agreement No. 239-21 originally approved by the City Council on June 24, 2021. This amendment extends the termination date to June 30, 2026, and increases the consideration amount by $500,000 for a total not-to exceed consideration amount of $2,500,000, and provides for a FY 2025-26 purchase order in the not-to-exceed amount of $500,000. (PD) Meeting Date: June 17, 2025

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

In developing the list of BPOs for the upcoming fiscal year, the Finance Department works collaboratively with all City departments to obtain pricing from vendors with repetitive and recurring purchasing activity and to project expenditures on an annual scale instead of an individual transaction basis. These projections result in BPOs of various amounts described herein. The goods and services indicated on a BPO are provided by vendors on an as-needed basis throughout the fiscal year, but the stability of secured pricing if and when goods and services are requested is a benefit to the City. Due to the nature of some of the goods and services provided, agreements may also be required. This report requests the City Council approve 25 agreements and nine (9) amendments related to annual purchases and services, as well as authorize the issuance of 88 BPOs described herein.

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

The following example illustrates one of the efficiencies of BPOs in relation to goods and materials purchases. Last year’s BPO report contained a request for a BPO with TacEnergy LLC for the purchase of various bulk gasoline and diesel fuel products, in the not-to-exceed amount of $1,075,000. As of this report date and on a Citywide basis, the City has placed 21 orders totaling $582,397.32 with this vendor during the current fiscal year. Council’s approval of this BPO resulted in the issuance of a single purchase order used to conduct an entire fiscal years’ worth of purchasing activity with this vendor, as opposed to staff issuing individual purchase orders for each order or group of orders.

Meeting Date: June 17, 2025

The requirements and approval limits pertaining to purchase orders are outlined by the BHMC, supplemented by administrative regulation. When small purchases with the same vendor are aggregated into one large BPO purchase, the City is assured that formal bidding is conducted and/or exemption from bidding that requires City Council or City Manager approval is properly secured, based on the consolidated amount. This provides transparency in the City’s procurement process and compliance with BHMC § 3-3-105 by not splitting purchases to circumvent the proper approval authority. While agreements may be executed for one or more years, a purchase order associated with an agreement carries a term of only one fiscal year.

As it relates to services, BPOs are issued to identify specific projects or task orders under an agreement, or to encumber an annual amount for a single fiscal year associated with a multi-year contract. This keeps departments accountable to properly plan and budget for each year during a multi-year contract term.

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

The amounts for the agreements, amendments, and BPOs listed in this report were determined following bidding efforts described above and in compliance with BHMC § 3- 3-204. Where applicable, exceptions to bidding requirements (BHMC § 3-3-112) and alternative bidding procedures (BHMC § 3-3-205) are noted.

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

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

Meeting Date: June 17, 2025

BPO Year-Over-Year Comparison
The vendors and dollar amounts listed in Attachment 1 are for items which are included in the Fiscal Year 2025-26 proposed budget and total $86,538,374.98. For comparison, BPO requests from the previous year are included in Table 2 below:

Table 2 – Fiscal Year Comparison of BPO Activity
FY 2024-25 FY 2025-26
Requested BPO Amount $86,851,225.88 $86,538,374.98
No. of BPOs 97 88
No. of Agreements 19 25
No. of Amendments 8 9
This fiscal year’s BPO requests represent a decrease of $312,850.90 (roughly 0.36%) compared to last fiscal year.

Variation from year to year reflects the readiness of individual requests to be included on the Finance Department’s annual agenda item. The preparation for this annual report begins in March of each year and there is an extensive Citywide coordination to compile the necessary BPO projections, bidding, and documentation required. BPO requests that are not ready by the internal deadlines set by the Finance Department for this annual request are presented as separate items for approval by the City Council from departments throughout the fiscal year.

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

Additional Fiscal Year 2024-25 Items
As a result of the collaborative process between the Finance Department and all other City departments in the planning of BPOs, agreements, and amendments for the upcoming year, certain BPOs from the current fiscal year may also be identified as needing change orders.

In addition to the FY 2025-26 items listed in this report and attachments, staff recommends the City Council approve:
 A FY 2024-25 change order to an existing purchase order with Arakelian Enterprises, Inc. dba Athens Services (Athens). This change order increases the purchase order amount by $350,000 for a revised purchase order amount not to exceed $12,879,130; and
 A FY 2024-25 change order to an existing purchase order with Meridian Rapid Defense Group, LLC (Meridian). This change order increases the purchase order amount by $50,000 for a revised purchase order amount not to exceed $150,000.

Meeting Date: June 17, 2025

Athens provides commercial solid waste collection and residential solid waste processing services to the City under a franchise agreement approved by the City Council on December 10, 2019. During last year’s BPO approval process, a BPO for these services was approved in the not-to-exceed amount of $12,529,130. The City has experienced a higher-than-anticipated demand for solid waste services from the prior year, resulting in the need for an additional purchase order consideration of $350,000. The additional purchase order amount will support new customer onboarding, service schedule increases, and extra pickups. It will also address the increased service demand for roll-off bins and temporary bins associated with small and large-scale construction and demolition projects.

Meridian provides for the rental and installation of mobile protection barriers which are used for the temporary closure of streets and other public or pedestrian right-of-way as a result of heightened risk of civil disturbance. A FY 2024-25 BPO in the not-to-exceed amount of $100,000 was issued to Meridian during the fiscal year. Due to additional needs for these barriers, a change purchase order is requested in the amount of $50,000.

FISCAL IMPACT
Funds for each of the BPOs requested in Attachment 1 are included in the Fiscal Year 2025-26 proposed budget, which is anticipated to be adopted by City Council on June 17, 2025. The total of all blanket purchase orders requested within this report is $86,538,374.98.

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

FISCAL YEAR 2025-26 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 1 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE, INSURANCE,

OTHER MAINTENANCE
BEVERLY HILLS ACQUISITION, LLC PUBLIC GARDENS MAINTENANCE AND SOD REPLACEMENT ($223,700); INSURANCE ($200,000); OTHER MAINTENANCE ($20,000)
$443,700.00
2 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

FACILITIES ENGINEERING

SERVICE AND SUPPLIES
GEORGE S. HALL, INC. FACILITIES ENGINEERING OPERATIONS/MECHANICAL MAINTENANCE ONGOING/REGULAR ($3,043,211); FACILITIES ENGINEERING
OPERATIONS/MECHANICAL MAINTENANCE AS-NEEDED ($546,839);

GENERAL FACILITIES MAINTENANCE AT TENANT LOCATIONS
ONGOING/REGULAR ($314,674); GENERAL FACILITIES MAINTENANCE AT TENANT LOCATIONS AS-NEEDED ($69,132)
$3,973,856.00
3 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

JANITORIAL MAINTENANCE

SERVICE AND SUPPLIES
MERCHANTS BUILDING MAINTENANCE, LLC CUSTODIAL SERVICES CITYWIDE ONGOING/REGULAR ($3,504,631); ASNEEDED CUSTODIAL SERVICES ($423,805); PARK DEBRIS PICKUP / AMENITIES / ONGOING/REGULAR ($660,644)
$4,589,080.00
4 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE

SGD ENTERPRISES DBA FOUR SEASONS

LANDSCAPING
LANDSCAPE SERVICES AT BURTON WAY MEDIAN $128,544.00
5 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
AMERICAN HERITAGE LANDSCAPE, LP LANDSCAPE MAINTENANCE OF SPECIFIED AREAS $925,572.00 6 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
WEST COAST ARBORISTS INC CITYWIDE TREE TRIMMING AND MAINTENANCE ($2,610,000); TREE REMOVAL AND REPLACEMENT ($900,000)
$3,510,000.00
TOTAL BUILDING AND FACILITIES MAINTENANCE: $13,570,752.00 7 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

AARNA TECHNOLOGIES LLC, DBA ATL W/

AGREEMENT
DEVELOPMENT AND PROJECT CONSULTING SERVICES $300,000.00 8 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
AT&T CALNET 10G DEDICATED INTERNET ACCESS $120,000.00
9 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

AT&T MOBILITY II, LLC WIRELESS TELECOMMUNICATIONS SERVICES FINANCE ($500.00); POLICE ($200,000.00); FIRE ($4,000.00); COMMUNITY DEVELOPMENT ($66,000.00); IT ($325,000.00); PUBLIC WORKS ($80,070); COMMUNITY SERVICES ($15,000.00)
$690,570.00
10 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

CDW GOVERNMENT, LLC INFORMATION TECHNOLOGY MISCELLANEOUS HARDWARE, SOFTWARE AND EQUIPMENT ($1,475,000); MICROSOFT SOFTWARE LICENSING, MAINTENANCE, AND SUPPORT ($550,000)
$2,025,000.00
11 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
CDW GOVERNMENT, LLC W/ AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES $300,000.00 12 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

INTEROPERABILITY SYSTEM INCLUDING MOTOROLA SERVICE AGREEMENT,

SYSTEM UPGRADES, APPORTIONED SHARE OF SERVICE UPGRADES
($172,549.00), JPA ANNUAL DUES ($50,000)
$222,549.00
13 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
CLEAN ENERGY RENEWABLE NATURAL GAS & LOW CARBON FUEL $200,000.00 14 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
COMMLINE, INC. W/AGREEMENT RADIO CONSULTING SERVICES $150,000.00 15 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

MOTOR VEHICLE PARTS AND

ACCESSORIES
DANA SAFETY SUPPLY UPFITTING PUBLIC SAFETY VEHICLES $250,000.00 16 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
DELL MARKETING L.P. DELL COMPUTERS, HARDWARE, SOFTWARE AND EQUIPMENT AS-NEEDED $500,000.00 17 IT PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
FIRST TEK, INC W/ AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES RELATED TO CITYWIDE EGOV PROJECTS AND DOCUMENT IMAGING$195,000.00 18 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

CAPTIONING FOR CITY COUNCIL AND COMMISSION MEETINGS
$169,161.78
19 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

ANNUAL MAINTENANCE AND SUPPORT
$282,421.65
20 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

INTEGRATED MEDIA TECHNOLOGIES ANNUAL MAINTENANCE AND SUPPORT FOR EXTREME NETWORK GEAR

AND NETWORK SECURITY APPLIANCES
$174,926.40
21 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
ISSQUARED, INC. W/ AGREEMENT NETWORK ENGINEERING SERVICES $145,000.00 22 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
KAR MACHINE INC. DBA CALIFORNIA WEST

COAST PAINT & BODY SHOP W/ AGREEMENT
FLEET BODY REPAIR AND PAINT SERVICES $150,000.00
23 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

DOCUMENT IMAGING AND RECORDS MANAGEMENT
$400,000.00
24 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

MAINLINE INFORMATION SYSTEMS, LLC INFORMATION TECHNOLOGY MISCELLANEOUS HARDWARE, SOFTWARE

AND EQUIPMENT RELATED TO VIDEO SECURITY PROJECTS
$1,225,000.00
25 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

MAINLINE INFORMATION SYSTEMS, LLC W/

AGREEMENT
IT CONSULTING SERVICES RELATED TO VIDEO SECURITY PROJECTS $650,215.00 26 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
MOTOROLA SOLUTIONS, INC. MOTOROLA HARDWARE, SOFTWARE AND EQUIPMENT AS-NEEDED $220,000.00 27 IT PROFESSIONAL AND

CONTRACTUAL SERVICES
PRINTING AND MAILING QUADIENT INC. CITYWIDE POSTAGE FOR CENTRALIZED MAILING ($160,000); PURCHASE AND MAINTENANCE OF MAILING EQUIPMENT ($28,238.07);
MAINTENANCE OF FOLDER/INSERTER ($9,681.25); MAIL MACHINE SUPPLIES ($2,000); PRINTER MAINTENANCE ($1,416)
$201,335.32
28 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

SERVICE LICENSING AND MAINTENANCE
$220,000.00
29 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
TACENERGY, LLC W/ AGREEMENT GASOLINE AND RENEWABLE DIESEL FUEL PURCHASES $1,075,000.00 30 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

MAINTENANCE AND SUPPORT, AND MUTARE GISTT MAINTENANCE AND

SUPPORT
$574,273.00
31 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

STATE ACCIDENT MAINTENANCE (POLICE)
$721,240.35
32 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
UPTOWN SERVICES, LLC W/AGREEMENT CONSULTING SERVICES RELATED TO NETWORK INFRASTRUCTURE $350,000.00

BUILDING AND FACILITIES MAINTENANCE

VEHICLES, EQUIPMENT AND INFORMATION SYSTEMS
ATTACHMENT 1:

FISCAL YEAR 2025-26 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 33 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

VERIZON WIRELESS WIRELESS TELECOMMUNICATIONS SERVICES
POLICE ($75,000.00); IT ($45,000.00); PUBLIC WORKS ($20,000) $140,000.00
34 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
VIDEO TO IP CONSULTING SERVICES, INC.

W/AGREEMENT
IT CONSULTING SERVICES $125,000.00
35 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
XENOPHON A. GIKAS JR. DBA COMMGEEK

TECH SERVICES W/AGREEMENT

PROJECT CONSULTING SERVICES FOR PUBLIC SAFETY TECHNOLOGY

INITIATIVES
$240,000.00
36 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
XEROX CAPITOL SERVICES, LLC LEASE OF CITYWIDE MULTIFUNCTION DEVICES (COPY/PRINT/SCAN) $325,000.00 TOTAL VEHICLES, EQUIPMENT AND INFO SYSTEMS: $11,231,692.50 37 MULTIPLE MATERIALS AND SUPPLIES MISC. MATERIALS AND SUPPLIES AMAZON.COM SERVICES, INC. OFFICE SUPPLIES AND MISC. ACCESSORIES POLICY & MANAGEMENT ($9,500.00); CITY CLERK ($7,000.00); FINANCE ($1,000.00); HUMAN RESOURCES ($40,000.00); POLICE ($80,000.00); FIRE ($50,000.00); COMMUNITY DEVELOPMENT ($20,000.00); IT ($25,000.00); PUBLIC WORKS ($16,000); COMMUNITY SERVICES ($70,000.00) $318,500.00
38 MULTIPLE MATERIALS AND SUPPLIES MISC. MATERIALS AND SUPPLIES GALLS, LLC W/AMENDMENT UNIFORMS, ACCESSORIES, AND SUPPLIES POLICE ($400,000.00); FIRE ($65,000.00); COMMUNITY DEVELOPMENT ($5,000.00); COMMUNITY SERVICES ($30,000.00)
$500,000.00
39 MULTIPLE MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES

GRAINGER HARDWARE, SUPPLIES, SMALL TOOLS
POLICE ($5,000.00); FIRE ($5,000.00); IT ($7,500.00); PUBLIC WORKS ($280,000); COMMUNITY SERVICES ($500.00)
$298,000.00
TOTAL MATERIALS AND SUPPLIES: $1,116,500.00
40 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
AAA FLAG & BANNER MFG. CO., INC. BANNER FABRICATION, INSTALLATION, & REMOVAL SERVICES POLICY & MANAGEMENT ($167,000.00); POLICE ($20,000.00); FIRE ($18,000.00); PUBLIC WORKS ($95,000); COMMUNITY SERVICES ($81,000.00)
$381,000.00
41 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ARTS AND CULTURE ANTHONY LENNON DBA CORPORATE EVENT
SPECIALISTS INC. W/AGREEMENT
LOAD-IN, STRIKE, AND REMOVAL OF TECHNICAL AV EQUIPMENT FOR ASNEEDED EVENTS$250,000.00 42 POLICE PROFESSIONAL AND

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

TASER SYSTEM
$840,298.81
43 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

BEVERLY HILLS UNIFIED SCHOOL DISTRICT JOINT POWERS AGREEMENT FOR USE OF DISTRICT PROPERTIES ($14,200,000); COST SHARE OF CROSSING GUARD SERVICES ($300,000); SECURITY DEPOSIT FOR FACILITIES USAGE ($100,000)
$14,600,000.00
44 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

BET TZEDEK DBA BET TZEDEK LEGAL SERVICES

W/AGREEMENT
HOUSING RIGHTS AND SENIOR LEGAL SERVICES $220,000.00
45 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
YOUTH BREAKTHROUGH SPORTS LLC W/AGREEMENT AQUATIC CLASSES $200,000.00 46 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

OTHER CONTRACTUAL SERVICES CINTAS CORPORATION LAUNDRY AND CLEANING SERVICES POLICE ($15,000.00); FIRE ($45,000.00); COMMUNITY DEVELOPMENT ($6,500.00); IT ($500.00); PUBLIC WORKS ($115,400); COMMUNITY SERVICES ($600.00)
$183,000.00
47 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
CITY OF LOS ANGELES (DEPT. OF ANIMAL

SERVICES)
ANIMAL CARE AND CONTROL SERVICES $456,000.00
48 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
CORVEL CORPORATION THIRD PARTY WORKERS COMPENSATION CLAIMS ADMINISTRATION $335,639.00 49 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
COVERED 6, LLC ARMED UNIFORM SECURITY SERVICE: CITY PATROL AND REAL TIME WATCH CENTER
$6,110,000.00
50 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
CSG CONSULTANTS, INC. W/AMENDMENT PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $320,000.00 51 CITY

ATTORNEY'S
OFFICE

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
DAPEER, ROSENBLIT & LITVAK LLP MUNICIPAL CODE ENFORCEMENT $770,000.00 52 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
DATA TICKET, INC. PARKING CITATION AND PERMIT MANAGEMENT SYSTEM $650,000.00 53 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
FLYING LION, INC. W/ AGREEMENT REMOTE DRONE PILOTS FOR CRIME PREVENTION AND APPREHENSION

PURPOSES
$600,000.00
54 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
GEORGE HILLS COMPANY INC. THIRD PARTY GENERAL LIABILITY CLAIMS ADMINISTRATION $169,000.00 55 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
GOVERNMENTJOBS.COM, INC. DBA NEOGOV

W/AGREEMENT

HIRING, PERFORMANCE MANAGEMENT, RECRUITMENT, TRAINING, AND

EMPLOYEE ONBOARDING SOFTWARE
$132,701.07
56 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES HF&H CONSULTANTS, LLC SOLID WASTE CONSULTING SERVICES $140,000.00 57 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
HOUSEKEYS, INC. AFFORDABLE HOUSING PROGRAM CONSULTING SERVICES $150,000.00 58 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

JEWISH FAMILY SERVICE OF LOS ANGELES

W/AGREEMENT
SENIOR HOMECARE SUPPORT $505,000.00
59 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
JLEE ENGINEERING, INC. W/AMENDMENT PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $630,000.00 60 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

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

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
LOS ANGELES COUNTY MENTAL HEALTH EVALUATION PROGRAM $352,000.00 62 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

LOS ANGELES COUNTY DEPARTMENT OF

PUBLIC WORKS
LA COUNTY GENERAL SERVICES: WASTEWATER ($132,000); STREETS ($12,000)
$144,000.00
63 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES MODAXO TRAFFIC MANAGEMENT USA INC. PHOTO RED LIGHT ENFORCEMENT PROGRAM SERVICES $870,784.84 64 PUBLIC WORKS PROFESSIONAL AND

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

SERVICES
$674,449.78
65 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
NASTEC INTERNATIONAL ARMED UNIFORM SECURITY SERVICE: EMERGENCY MANAGEMENT PROGRAM FOR FIRE DEPARTMENT ($327,600); AS-NEEDED SECURITY SERVICES ($272,400)
$600,000.00
66 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
YOUTH PARKER-ANDERSON LEARNING CENTER AFTERSCHOOL INSTRUCTION SERVICES $400,000.00 67 FINANCE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
PAYMENTUS CORPORATION W/AGREEMENT MODERNIZATION OF UTILITY BILLING PAYMENT AND NOTIFICATIONS $175,000.00 68 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
RED BRICK CORP. PRINTING AND MAILING SERVICES
POLICY & MANAGEMENT ($53,000.00); HUMAN RESOURCES ($5,000.00); POLICE ($25,000.00); FIRE ($25,000.00); COMMUNITY DEVELOPMENT ($50,000.00); PUBLIC WORKS ($180,000); COMMUNITY SERVICES ($3,200.00)
$341,200.00

MATERIALS AND SUPPLIES

PROFESSIONAL AND CONTRACTUAL SERVICES
ATTACHMENT 1:

FISCAL YEAR 2025-26 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 69 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
RICHARDS, WATSON & GERSHON LEGAL SERVICES: RETAINER ($1,464,370.00); SERVICES OUTSIDE RETAINER ($150,000.00); LITIGATION ($2,200,000.00); REAL ESTATE ($5,300.00); GROUNDWATER ($35,500.00); SOLID WASTE ($5,804); METRO PROJECT C1045 SECTION 1 ($40,468.75) C1120 SECTION 2 ($75,156.25) $3,976,599.00
70 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
ROBERT HALF, INC. W/AGREEMENT AS-NEEDED TEMPORARY STAFFING SERVICES $550,000.00 71 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
STEP UP ON SECOND STREET, INC.

W/AGREEMENT
OUTREACH AND ENGAGEMENT SERVICES $392,643.40
72 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
STEP UP ON SECOND STREET, INC BEVERLY HILLS SCATTERED SITE HOUSING PROGRAM $1,285,419.00 73 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

THE MAPLE COUNSELING CENTER

W/AGREEMENT
COMMUNITY MENTAL HEALTH SERVICES $255,000.00
74 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
TOWN AND COUNTRY EVENT RENTALS, INC. AS-NEEDED SPECIAL EVENT EQUIPMENT RENTALS POLICY & MANAGEMENT ($60,000.00); POLICE ($20,000.00); PUBLIC WORKS ($30,000); COMMUNITY SERVICES ($125,000.00)
$235,000.00
75 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

UNIVERSAL PROTECTION SERVICE, LP

W/AMENDMENT
POLICE DEPARTMENT JAIL STAFFING, TRANSPORT, AND MAINTENANCE $1,063,907.94 76 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
UTOPIA WORLDWIDE, INC. W/AMENDMENT YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND HOLIDAY DÉCOR $3,000,000.00 77 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
WITTMAN ENTERPRISES, LLC W/AGREEMENT AMBULANCE BILLING AND COLLECTIONS SERVICES $200,000.00 TOTAL PROFESSIONAL AND CONTRACTUAL SERVICES: $42,558,642.84 78 PUBLIC WORKS ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL
ARAKELIAN ENTERPRISES, INC. COMMERCIAL SOLID WASTE SERVICES ($11,262,000); RESIDENTIAL SOLID WASTE SERVICES ($1,975,000); STREET SWEEPING ($168,000); STREETS - SPOILS REMOVAL ($20,000); WATER DISTRIBUTION - SPOILS REMOVAL ($60,000)
$13,485,000.00
79 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM HACH COMPANY CHEMICAL REAGENTS $140,000.00 80 PUBLIC WORKS ENTERPRISE FUND OPERATIONS PARKING OPERATIONS INTERNATIONAL PARKING SYSTEMS (IPS GROUP)
SINGLE & MULTI-SPACE METER MANAGEMENT $513,572.24
81 PUBLIC WORKS ENTERPRISE FUND OPERATIONS PARKING OPERATIONS PARKING CONCEPTS, INC. OPERATION OF CERTAIN PARKING FACILITIES $2,305,854.40 82 PUBLIC WORKS ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL

SGD ENTERPRISES DBA FOUR SEASONS

LANDSCAPING
ALLEYWAY TREE TRIMMING FOR SOLID WASTE $412,800.00
83 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM TRIMAX SYSTEMS INTEGRATION SERVICES FOR SCADA SYSTEM $250,000.00 84 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM JCI JONES CHEMICALS. INC WATER TREATMENT PLANT CHEMICALS $253,560.00 85 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM WECK ANALYTICAL WATER SAMPLING AND ANALYSIS $100,001.00 86 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM WESTERN WATER WORKS SUPPLY CO. WATERWORKS SUPPLIES $600,000.00 87 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM ORANGE COUNTY WINWATER WORKS WATERWORKS SUPPLIES $200,000.00 88 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM GENERAL PUMP COMPANY, INC WATER PUMP AND WELL MAINTENANCE SERVICES $260,000.00 TOTAL ENTERPRISE FUND OPERATIONS: $18,060,787.64
$13,570,752.00
$11,231,692.50
$1,116,500.00
$42,558,642.84
$18,060,787.64
$86,538,374.98

ENTERPRISE FUND OPERATIONS
TOTAL:

BUILDING & FACILITIES MAINTENANCE:

VEHICLES, EQUIPMENT, & INFORMATION SYSTEMS:

MATERIALS & SUPPLIES:

PROFESSIONAL & CONTRACTUAL SERVICES:

ENTERPRISE FUND OPERATIONS:

Attachment 2
1 B0785-0001\3115103v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
KAR-MACHINE INC. DBA CALIFORNIA WEST COAST PAINT &

BODY SHOP FOR FLEET BODY REPAIR AND PAINT

SERVICES
NAME OF CONTRACTOR: Kar-Machine Inc. dba California West Coast Paint & Body Shop
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Mike Sajjadieh, Owner CONTRACTOR’S ADDRESS: 5060 Venice Boulevard
Los Angeles, CA 90019
Attention: Mike Sajjadieh, Owner
CONTRACTOR’S E.I.N/TAX I.D. NO.: 95-4370958
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Shana Epstein, Director of Public
Works
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Not to exceed $750,000 based on the hours set forth in Exhibit B
Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 2 B0785-0001\3115103v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
KAR-MACHINE INC. DBA CALIFORNIA WEST COAST PAINT &

BODY SHOP FOR FLEET BODY REPAIR AND PAINT

SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Kar-Machine Inc. dba California West Coast Paint & Body Shop (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

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

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

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

Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 3 B0785-0001\3115103v2.doc
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

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

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

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

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

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

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

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

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

Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 4 B0785-0001\3115103v2.doc
Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) A policy or policies of garage keeper liability, with minimum limits of Two Hundred Fifty Thousand Dollars ($250,000) per occurrence. (4) A policy or policies of garage liability, with minimum limits of One Million Dollars ($1,000,000) per occurrence.
(5) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 5 B0785-0001\3115103v2.doc
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

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

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

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

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

Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 6 B0785-0001\3115103v2.doc
after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

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

Section 17. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 18. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 19. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the implied and express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures on following page.]
Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 7 B0785-0001\3115103v2.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: Kar-Machine Inc. dba
California West Coast Paint & Body Shop

MIKE SAJJADIEH
President and Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
____________________________
SHANA E. EPSTEIN
Director of Public Works

MICHAEL V. HENSLEY
Deputy Director of Public Works Operations
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 8 B0785-0001\3115103v2.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall perform the following services:

CONTRACTOR shall provide body repair and paint services for the operation of CITY’s Fleet vehicles and equipment. This includes automobile and light truck body repair and painting (finishing) work on an as-needed basis for CITY vehicles at CONTRACTOR’s facility. Except in the case of emergency services, CITY shall notify CONTRACTOR in writing if CITY requires the services of CONTRACTOR. CONTRACTOR shall submit written estimates for such work, and CONTRACTOR shall commence work upon written authorization from the Fleet and Facilities Manager or designee.

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

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

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

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

Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 9 B0785-0001\3115103v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in Exhibit A in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000) for each of the following fiscal years at the rates set forth in this Exhibit: CITY Fiscal Year 2025-2026, CITY Fiscal Year 2026-2027 (if extended), CITY Fiscal Year 2027-2028 (if extended), CITY Fiscal Year 2028-2029 (if extended), and CITY Fiscal Year 2029-2030 (if extended). The total fee under this Agreement shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000), including labor, taxes, materials, expenses, and shipping/delivery at the rates set forth in the Agreement.

A. Hourly Rate Schedule
CONTRACTOR shall provide the services according to the hourly and materials rates listed below.

Painting (Refinishing) Labor $65.00 per hour
Body Repair Labor $65.00 per hour
Frame/Structural Labor $150.00 per hour
Mechanical Labor $150.00 per hour
Paint Materials $59.00 per hour
Pick-Up/Delivery Charge None
CITY requires quotes for services to be provided, following inspections at a location designated by the Fleet and Facilities Manager or designee, prior to work being assigned to CONTRACTOR.

Inspections, pickup, and delivery charges shall be included in the quoted repair cost. No additional charges for pickup and/or deliveries shall be permitted without prior approval of the Fleet and Facilities Manager or designee.

Prices included in this Agreement shall be considered firm until June 30, 2026. CONTRACTOR may request to CITY a cost escalation once annually, no less than thirty (30) days prior to July 1 of each subsequent fiscal year. The modified rates shall not take effect sooner than July 1, 2026.

Cost escalation requests are subject to CITY review and written approval prior to taking effect.

B. CONTRACTOR shall submit an individual itemized invoice for each specific vehicle repaired as well as an itemized statement to CITY for its services performed, on a monthly basis, which shall include documentation setting forth in detail a description of the services being rendered and the hours of service. CITY shall pay CONTRACTOR the undisputed amount of such billing within thirty (30) days of receipt of same.

Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 10 B0785-0001\3115103v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION


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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 Certificate Of Completion
Envelope Id: CFCC5549-6993-40A6-89C9-26F3BD76FDB8 Status: Sent Subject: Complete with Docusign: Kar-Machine Inc. dba California West Coast Paint & Body Shop Source Envelope:

Document Pages: 10 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 5:43:54 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp

MIKE SAJJADIEH
[email protected]
manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2603:8000:af00:13:8d92:9a80:829b:f0d2
Sent: 5/28/2025 5:50:35 PM
Viewed: 5/29/2025 8:25:28 AM
Signed: 5/29/2025 12:26:39 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 12:26:41 PM
Viewed: 5/29/2025 12:31:34 PM
Signed: 5/29/2025 12:31:46 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 12:31:48 PM
Viewed: 5/30/2025 9:53:21 AM
Signed: 5/30/2025 9:53:58 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 9:54:00 AM
Viewed: 6/1/2025 7:57:40 PM
Signed: 6/1/2025 7:57:46 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 6/1/2025 7:57:47 PM
Resent: 6/2/2025 7:57:04 AM
Viewed: 6/2/2025 12:37:14 PM
Signed: 6/2/2025 12:37:52 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 192.5.3.140
Signed using mobile
Sent: 6/2/2025 12:37:53 PM
Viewed: 6/2/2025 2:15:10 PM
Signed: 6/2/2025 2:16:03 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: 6/2/2025 2:16:05 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 5/28/2025 5:50:35 PM
Payment Events Status Timestamps
1 B0785-0001\3115071v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
RAMCO GENERAL ENGINEERING CONTRACTORS, INC. FOR

AS-NEEDED GENERAL CONTRACTING SERVICES FOR

VARIOUS CITY PROJECTS
NAME OF CONTRACTOR: RAMCO General Engineering Contractors, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Emilio Ramirez, CEO/CFO/Secretary CONTRACTOR’S ADDRESS: 9710 Amestoy Avenue
Northridge, CA 91325
Attention: Emilio Ramirez,
CEO/CFO/Secretary
CONTRACTOR’S E.I.N/TAX I.D. NO.: 93-4702975
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2
CONSIDERATION: Not to exceed $250,000
Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 2 B0785-0001\3115071v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
RAMCO GENERAL ENGINEERING CONTRACTORS, INC. FOR

AS-NEEDED GENERAL CONTRACTING SERVICES FOR

VARIOUS CITY PROJECTS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”) and RAMCO General Engineering Contractors, Inc. (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

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

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

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

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 3 B0785-0001\3115071v1.doc
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

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

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

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

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

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

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

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

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

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 4 B0785-0001\3115071v1.doc
Section 11. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 5 B0785-0001\3115071v1.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

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

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

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

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

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

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

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 6 B0785-0001\3115071v1.doc
Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Prevailing Wage. CITY and CONTRACTOR acknowledge that this project is a public work to which prevailing wages apply. CONTRACTOR shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit D, attached hereto and incorporated herein by this reference.

Section 19. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 20. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR.

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

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

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

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 7 B0785-0001\3115071v1.doc
Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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

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

HUMA AHMED
City Clerk
CONTRACTOR: RAMCO General
Engineering Contractors, Inc.

EMILIO RAMIREZ
CEO/CFO/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
____________________________

MANDANA MOTAHARI
City Architect
[Signatures Continue]
Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 8 B0785-0001\3115071v1.doc
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
____________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 9 B0785-0001\3115071v1.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
Under the direction of the City Architect or her designee, CONTRACTOR shall provide all materials, necessary equipment, and labor to perform as-needed general construction services related to small remodeling projects for various CITY buildings.

Upon CITY’s request, each engagement for services will be set forth in writing in an executed Individual Project Order (IPO) to be approved by CITY’s Public Works Director or her designee in writing before any work, billing, or demand for payment will be initiated. Each IPO shall contain an estimated cost for the services along with a not-to-exceed amount which shall include all labor, materials and expenses. If the Scope of Work changes or the cost of the engagement will exceed the not-to-exceed amount, then CONTRACTOR shall obtain the prior written permission for an amendment to the IPO.

CONTRACTOR guarantees the work shall be performed in accordance with the Scope of Work specified herein or associated IPOs and to CITY’s full satisfaction and accordance with all relevant codes and regulations.

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

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

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

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

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 10 B0785-0001\3115071v1.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 Two Hundred Fifty Thousand Dollars ($250,000.00), including all labor, materials, taxes, and expenses as further described in this Exhibit and in accordance with the process set forth in Exhibit A.

The amount for each project shall be mutually agreed upon by the parties in accordance with the process detailed in Exhibit A. No individual project performed under the Agreement shall exceed Sixty Thousand Dollars ($60,000).

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: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 11 B0785-0001\3115071v1.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 12 B0785-0001\3115071v1.doc

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

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

Section 3. CONTRACTOR shall be registered, if required, with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to CITY prior to the effective date of this Agreement. CONTRACTOR shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5.

CONTRACTOR and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If CONTRACTOR or any subcontractor cease to be registered with DIR at any time during the duration of the project, CONTRACTOR shall immediately notify CITY.

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

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

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

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

Section 8. CONTRACTOR shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A 13 B0785-0001\3115071v1.doc
seq. concerning the employment of apprentices on public works projects. CONTRACTOR shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, CONTRACTOR shall provide CITY with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, CONTRACTOR and each of its subcontractors shall submit to the CITY a verified statement of the journeyman and apprentice hours performed under this Agreement.

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

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

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

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

Docusign Envelope ID: 6F999B71-2075-44AC-8B5C-E43F05B3E03A Certificate Of Completion
Envelope Id: 6F999B71-2075-44AC-8B5C-E43F05B3E03A Status: Sent Subject: Complete with Docusign: RAMCO General Engineering Contractors, Inc. - As-Needed Services Source Envelope:

Document Pages: 13 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
5/21/2025 1:27:55 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp

EMILIO RAMIREZ
[email protected]
President
RAMCO General Engineering Contractors, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1012:b0c2:2699:35a1:693b:210e:bf22
Sent: 5/21/2025 1:39:07 PM
Viewed: 5/22/2025 7:40:16 AM
Signed: 5/22/2025 7:46:16 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.127.42.77
Signed using mobile
Sent: 5/22/2025 7:46:17 AM
Resent: 5/22/2025 1:39:16 PM
Viewed: 5/22/2025 2:53:26 PM
Signed: 5/22/2025 2:53:40 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: 172.250.202.193
Sent: 5/22/2025 2:53:42 PM
Resent: 5/27/2025 7:49:09 AM
Viewed: 5/27/2025 10:44:49 AM
Signed: 5/27/2025 10:44:55 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: 5/27/2025 10:44:56 AM
Viewed: 5/27/2025 11:04:01 AM
Signed: 5/27/2025 11:04:05 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Mandana Motahari
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/27/2025 11:04:08 AM
Viewed: 5/27/2025 12:07:13 PM
Signed: 5/27/2025 12:07:32 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/27/2025 12:07:34 PM
Viewed: 5/27/2025 2:12:10 PM
Signed: 5/27/2025 2:12:42 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: 5/27/2025 2:12:44 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 5/21/2025 1:39:07 PM
Envelope Updated Security Checked 5/22/2025 1:39:16 PM
Envelope Updated Security Checked 5/22/2025 1:39:16 PM
Payment Events Status Timestamps
1 B0785-0001\3099297v3.doc
NAME OF CONTRACTOR: TACenergy, LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Fred Sloan, COO
CONTRACTOR’S ADDRESS: 701 South Robison Rd.

P.O. Box 1481
Texarkana, TX 75504
Attention: Fred Sloan, COO
CONTRACTOR’S E.I.N/TAX I.D. NO.: 87-4665900
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Shana E. Epstein, Director of
Public Works
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Fiscal Year (“FY”) 2025-2026: Not to
exceed $1,500,000
FY 2026-2027 (if extended): Not to exceed
$1,500,000
FY 2027-2028 (if extended): Not to exceed
$1,500,000
FY 2028-2029 (if extended): Not to exceed
$1,500,000
FY 2029-2030 (if extended): Not to exceed
$1,500,000
Total Not to Exceed: $7,500,000 based on
the rates set forth in Exhibit B

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

TACENERGY, LLC, FOR SUPPLY OF GASOLINE AND DIESEL
FUELS
Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 2 B0785-0001\3099297v3.doc
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and TACenergy, LLC (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work.

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

Section 2. Time of Performance.

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

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

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

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

TACENERGY, LLC, FOR SUPPLY OF GASOLINE AND DIESEL
FUELS
Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 3 B0785-0001\3099297v3.doc
but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

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

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

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

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

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

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

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

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

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 4 B0785-0001\3099297v3.doc
Section 11. Insurance.
(a) CONTRACTOR and each of its subcontractors shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Five Million Dollars ($5,000,000) for each occurrence, combined single limit, including contractor liability and pollution coverage, against any personal injury, death, loss or damage including pollution coverage resulting from the wrongful or negligent acts or omissions by CONTRACTOR or its subcontractors.
(2) CONTRACTOR shall be responsible for ensuring that all subcontractors hired and used by CONTRACTOR for the transportation of gas or diesel in connection with this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage including pollution coverage, with minimum limits of Five Million Dollars ($5,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR or subcontractor in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California. CONTRACTOR shall be responsible for ensuring all subcontractors also carry, maintain and keep in full force and effect Workers’ compensation insurance. (b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it and/or any of its subcontractors do not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon. (e) At all times during the term of this Agreement, CONTRACTOR and each of its subcontractors shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR and each subcontractor shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liablity insurance procured by CONTRACTOR shall contain an endorsement naming the CITY, and each subcontractor as an additional insured. The vehicle liability insurance coverage procured by CONTRACTOR’s subcontractors shall contain an endorsement naming CITY and CONTRACTOR as additional insureds.The general liability, vehicle liability coverage and all of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 5 B0785-0001\3099297v3.doc
(f) The insurance provided by CONTRACTOR and subcontractors shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(g) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR and/or each subcontractor shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses. (h) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and each subcontractor and their insurance carriers.

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

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

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

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

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

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 6 B0785-0001\3099297v3.doc
Section 16. Records Retention and Examination. CONTRACTOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONTRACTOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

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

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

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

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

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

Section 21. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 7 B0785-0001\3099297v3.doc
the express or implied subject matters of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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

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

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

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

FRED SLOAN
Chief Operating Officer

JAMES HENRY RUSSELL
Chief Financial Officer
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
[Signatures Continue]
CONTRACTOR: TACenergy, LLC
Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 8 B0785-0001\3099297v3.doc
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
SHANA E. EPSTEIN
Director of Public Works
MICHAEL V. HENSLEY
Deputy Director of Public Works
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 9 B0785-0001\3099297v3.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall perform the following services to the full satisfaction of CITY:

CONTRACTOR shall provide regular unleaded gasoline, California Air Resources Board (CARB) #2 Ultra-Low Sulfur Diesel (ULSD) fuel, and CARB #2 ULSD Renewable Diesel (RD99) fuel for the operation of CITY’s Fleet vehicles and equipment. CITY requires motor fuel deliveries of varying quantities at various locations around the CITY, which shall require CONTRACTOR to furnish full load, short load, and pump-off deliveries.

A. CONTRACTOR shall deliver and deposit to CITY fuel tanks, unleaded minimum 87 octane gasoline, and CARB #2 ULSD fuels regardless of whether deliveries call for full load, short load or pump-off. CONTRACTOR shall deliver the quantities ordered in writing by CITY to the location specified by CITY and shall deposit full load, short load, or pump-off into the specified fuel tank.

B. CONTRACTOR shall ensure that gasoline sold to CITY is unleaded, minimum 87 octane, exclusive of additives and meets or exceeds all rules and requirements of ASTM D439, as last revised, and complies with all current rules and requirements of the South Coast Air Quality Management District (SCAQMD), and state and/or federal regulations.

C. CONTRACTOR shall ensure that diesel fuels sold to CITY are CARB #2 ULSD and shall not exceed 15 parts per million (ppm), by weight, sulfur content and meet or exceed all rules and requirements of ASTM D975, as last revised, and comply with all current rules and requirements of the SCAQMD, and state and/or federal regulations.

D. CARB #2 ULSD fuel with red dye shall comply with standards and specifications established by CARB and/or SCAQMD. Sulfur content shall not exceed 15 ppm.

E. RD99 fuel sold to CITY shall not exceed 15 ppm, by weight, sulfur content and shall comply with ASTM D975, as last revised, and with all current rules and requirements of the SCAQMD, and state and/or federal regulations.

Delivery
CONTRACTOR shall maintain a sufficient stock of unleaded gasoline, CARB ULSD #2 fuel, and RD99 required by this Agreement in the Los Angeles Metropolitan Area to enable delivery of at least 25% of the total capacity of CITY within forty eight (48) hours of order notification.

Deliveries are to be made periodically, as called for by the CITY Administrator. CONTRACTOR shall be required to own or lease a delivery truck fleet sufficient to service this Agreement and which is dedicated specifically to motor fuel delivery. If leased, CONTRACTOR shall provide to the CITY Administrator a copy of the lease contract with a minimum term of one (1) year.

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 10 B0785-0001\3099297v3.doc
To prevent potential fuel contamination, all deliveries are required to be made in clean trucks used solely for delivery of the product ordered.

Motor Fuel Quantities
The estimated volume to be purchased annually by CITY is as follows:

Estimated Volume
(Gallons)
Fuel Type
165,000 Unleaded Gasoline
50,000 CARB #2 ULSD (Clear)
35,000 RD99
Unknown CARB #2 ULSD With Red Dye
During the term of the Agreement, CITY cannot guarantee that this total will be reached or that it will not be exceeded. CONTRACTOR agrees to furnish more or less, at the unit prices quoted, in accordance with CITY’s actual requirements, throughout the agreement period.

Emergency Fuel Management
CONTRACTOR shall guarantee, in the event of a declared emergency or natural disaster, that CITY will receive top delivery priority on all fuel orders placed by the CITY Administrator.

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

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

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

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

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 11 B0785-0001\3099297v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the services provided in a total not to exceed amount of Seven Million, Five Hundred Thousand Dollars ($7,500,000) at the rates set forth below.

SOURCEWELL SOLICITATION NUMBER RFP 121522 PRICING
Motor Fuel Prices
The Oil Price Information Service (OPIS) Gross Contract Average Price for Los Angeles, California, District #5, published daily, shall be the reference price.

The margin as shown below is to be subtracted from the published OPIS average to establish cost per gallon of specified fuel.

During the term of the Agreement, CITY cannot guarantee that the estimated total (motor fuel quantities shown in Exhibit A Scope of Work) will be reached or that it will not be exceeded.

CONTRACTOR agrees to furnish more or less, as the unit prices quoted, in accordance with the CITY’s actual requirements, throughout the Agreement period.

The established cost per gallon shall be used for all deliveries, regardless of whether deliveries call for full load, short load, or pump-off. The quoted prices shall remain firm for the term of the Agreement, including any Agreement extensions.

Unleaded Gasoline - 87 Octane:

OPIS Index Daily Gross Contract Average with CAR - $(0.0745) CARB #2 Ultra Low Sulfur Diesel Fuel:

OPIS Index Daily Gross Contract Average with CAR - $(0.0025) CARB #2 ULSD RD99 Renewable Diesel Fuel:

OPIS Index Daily Gross Contract Average with CAR - $(0.0275) CARB #2 Ultra Low Sulfur Diesel with Red Dye Fuel:

OPIS Index Daily Gross Contract Average with CAR - $(0.0025) The OPIS daily publication will be the basis for the prices of product delivered during that day. If OPIS discontinues publication of contractual-based pricing index, CITY and CONTRACTOR shall meet and agree on a new pricing index. If agreement cannot be reached between CITY Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 12 B0785-0001\3099297v3.doc
and CONTRACTOR for a new pricing methodology, CITY may, at its option, terminate the Agreement.

Other
Flat rate transportation fee $125.00 per delivery
No additional charge for short load or pump-off deliveries shall be permitted.

Invoices
CONTRACTOR shall submit an itemized statement to CITY for its services for the prior month, which shall include documentation setting forth in detail a description of the services rendered.

CONTRACTOR shall also submit with each invoice a copy of the OPIS price sheet for District #5, Los Angeles area, for the day fuel is delivered. CITY shall pay CONTRACTOR the amount of such undisputed billing within thirty (30) days of receipt of same.

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 B0785-0001\3099297v3.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: 669F55A2-F0DB-474F-BC6C-4217D244FB33 Certificate Of Completion
Envelope Id: 669F55A2-F0DB-474F-BC6C-4217D244FB33 Status: Sent Subject: Complete with Docusign: TAC Energy, LLC - Gasoline and Diesel Fuels Source Envelope:

Document Pages: 13 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
5/16/2025 11:28:11 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp

FRED SLOAN
[email protected]
COO
TACenergy, LLC.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.24.2.100
Sent: 5/16/2025 11:35:45 AM
Viewed: 5/16/2025 2:32:25 PM
Signed: 5/16/2025 2:33:09 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
James Henry Russell
[email protected]

CFO/SVP
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 72.24.2.100
Sent: 5/16/2025 11:35:45 AM
Viewed: 5/16/2025 2:50:46 PM
Signed: 5/16/2025 2:50:55 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 5/16/2025 2:50:56 PM
Viewed: 5/16/2025 3:35:27 PM
Signed: 5/16/2025 3:35:41 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: 5/16/2025 3:35:44 PM
Viewed: 5/19/2025 2:14:01 PM
Signed: 5/19/2025 2:14:06 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/19/2025 2:14:08 PM
Viewed: 5/20/2025 9:33:34 AM
Signed: 5/20/2025 9:33:40 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.169
Sent: 5/20/2025 9:33:42 AM
Viewed: 5/20/2025 9:42:26 AM
Signed: 5/20/2025 9:42:46 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: 5/20/2025 9:42:48 AM
Viewed: 5/20/2025 10:16:32 AM
Signed: 5/20/2025 10:25:47 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: 5/20/2025 10:25:49 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 5/16/2025 11:35:45 AM
Envelope Updated Security Checked 5/16/2025 1:58:25 PM
Envelope Updated Security Checked 5/16/2025 1:58:25 PM
Envelope Updated Security Checked 5/16/2025 1:58:25 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Envelope Updated Security Checked 5/16/2025 1:58:26 PM
Payment Events Status Timestamps
B0785-0001\3093863v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JAS

PACIFIC TO PROVIDE PLAN REVIEW SERVICES AND SUPPLEMENTAL

CONSULTING SERVICES
NAME OF CONSULTANT: JAS Pacific

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Raj Patel, President
CONSULTANT’S ADDRESS: 201 North Euclid Avenue, Suite A
Upland, CA 91786
Attention: Raj Patel,
President
CONSULTANT’S E.I.N./TAX I.D. NO.: 33-0604465
CITY’S ADDRESS: City of Beverly Hills
455 North Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes, Director of
Community Development
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2028 unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Total Not to Exceed: $550,000

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -2-
B0785-0001\3093863v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JAS

PACIFIC TO PROVIDE PLAN REVIEW SERVICES AND SUPPLEMENTAL

CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and JAS Pacific (hereinafter called "CONSULTANT").

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

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

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -3-
B0785-0001\3093863v2.doc
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

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

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

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

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

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

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

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -4-
B0785-0001\3093863v2.doc
Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance
A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -5-
B0785-0001\3093863v2.doc
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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

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

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

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -6-
B0785-0001\3093863v2.doc
all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

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

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

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

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -7-
B0785-0001\3093863v2.doc
Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

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

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

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: JAS Pacific

JASON SMITH
President and CFO
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

MICHAEL FORBES
Director of Community Development
[Signatures Continue]
Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -8-
B0785-0001\3093863v2.doc

SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -9-
B0785-0001\3093863v2.doc

EXHIBIT A

SCOPE OF WORK

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

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

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

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

4. Public Works Engineering Plan Review Services
Perform Map plan review services for compliance with the Subdivision Map Act, CITY's Municipal Code and map checking procedures. CONSULTANT to review tentative maps, final maps, rights of way, vacations, easement deeds, encroachements, and lot line adjustments.

CONSULTANT shall assure submittals comply with Conditions of Approval as set by CITY staff, commissions, and the City Council. CONSULTANT shall also review map boundaries, surveys, and field check final monumentation prior to bond exoneration. CONSULTANT shall prepare all necessary documents for submittal to the County of Los Angeles Public Works Department prior to recording. CONSULTANT shall assist in preparing all City Council staff reports required for approval of such maps, rights of way, vacations, easements, and encroachments.

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

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -10-
B0785-0001\3093863v2.doc
Perform Engineering Review of public utility improvements related to private development including electrical, communications, water and sewer plans and calculations. CONSULTANT shall have good working knowledge of water systems. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other CITY Departments and Divisions.

Review Street Improvement Plans and Traffic Engineering plans related to private development for compliance with local, county, Caltrans, Americans with Disability Act and California Title 24 requirements. These plans will include such elements as streets, striping, signage, sidewalks, curb and gutter, bikeway, street lights, and traffic signals. CONSULTANT will be required to make independent engineering judgments and recommendations and interact with other Departments and Divisions.

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

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

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

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

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -11-
B0785-0001\3093863v2.doc
G. CITY encourages electronic plan submittal. CONSULTANT shall provide plan review and scope of work services through CITY’s Electronic Review systems, ProjectDox by Avolve Technologies, or through other electronic media (i.e. PDF, email, etc) as required by CITY.

Electronic plan reviews will be required to be completed utilizing CITY's ePlan system. System access and training will be provided by CITY to CONSULTANT in accordance to CITY policies and practices. All ePlan records of corrections, approvals, and comments shall be entered in the CITY's system in a manner that is in accordance to customer service standards and policies. If CONSULTANT uses a different electronic plan review process to provide plan review services, CONSULTANT shall provide CITY with the following:

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

2. ePlan review real-time status of progress.

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

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

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

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

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

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

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -12-
B0785-0001\3093863v2.doc
For questions, please contact CITY’s Responsible Principal or Risk Management at 310-285- 1073.

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -13-
B0785-0001\3093863v2.doc

EXHIBIT B

FEE SCHEDULE, PAYMENT AND RATES
CITY shall pay CONSULTANT for the satisfactory performance of the services described in Exhibit A in an amount not to exceed Five Hundred FiftyThousand Dollars ($550,000) at the following rates:

Plan Review
Category Hourly Rate
Planner Zoning Plan Reviewer (Certified) I $105.00
Planner Zoning Plan Reviewer (Certified) II $145.00
Building Plan Reviewer (Certified) I $105.00
Building Plan Reviewer (Certified) II $115.00
Building Plan Review Engineer I $115.00
Building Plan Review Engineer II $125.00
Fire Protection Engineer I $145.00
Fire Protection Engineer II $155.00
Civil Engineer, Traffic Engineer, Surveyor I $115.00
Civil Engineer, Traffic Engineer, Surveyor II $125.00
Structural, Electrical, or Mechanical Engineer I $115.00 Structural, Electrical, or Mechanical Engineer II $125.00 Geotechnical Engineer I $125.00
Geotechnical Engineer II $135.00
CASp Certified Professional I $135.00
CASp Certified Professional II $145.00
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.

Fee Schedule
A. Hourly rates include profit and overhead including non-billable administrative staff.

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

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

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC -14-
B0785-0001\3093863v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

Docusign Envelope ID: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC Certificate Of Completion
Envelope Id: EBC0B3B5-3709-4A59-A6BA-B7B5E85C40FC Status: Sent Subject: Complete with Docusign: Agreement - JAS Pacific -JUNE BPO MTG 2025 .pdf Source Envelope:

Document Pages: 14 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Stephanie Murillo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 10.104.81.73
Record Tracking
Status: Original
5/6/2025 10:03:26 AM
Holder: Stephanie Murillo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jason Smith
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 10.104.81.137
Signed using mobile
Sent: 5/6/2025 10:22:40 AM
Viewed: 5/6/2025 11:52:26 AM
Signed: 5/6/2025 11:52:43 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 108.147.175.74
Signed using mobile
Sent: 5/6/2025 11:52:44 AM
Viewed: 5/6/2025 11:57:00 AM
Signed: 5/6/2025 11:57:12 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/6/2025 11:57:14 AM
Resent: 5/8/2025 10:41:48 AM
Resent: 5/12/2025 10:26:22 AM
Viewed: 5/12/2025 1:37:15 PM
Signed: 5/12/2025 1:37:20 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 1:37:22 PM
Viewed: 5/13/2025 7:11:42 AM
Signed: 5/13/2025 7:11:51 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Michael Forbes
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/13/2025 7:11:53 AM
Viewed: 5/13/2025 7:29:21 AM
Signed: 5/13/2025 7:29:46 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 7:29:48 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
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
Megan Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/6/2025 10:22:41 AM
Payment Events Status Timestamps
1 B0785-0001\3113281v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
FLYING LION INC. FOR PROVIDING REMOTE DRONE PILOTS

FOR CRIME PREVENTION AND APPREHENSION PURPOSES
NAME OF CONTRACTOR: Flying Lion Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Barry J. Brennan, President CONTRACTOR’S ADDRESS: 2110 Artesia Blvd. Suite #234
Redondo Beach, CA 90278
Attention: Barry J. Brennan, President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 36-4809203
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, 2025
TERMINATION DATE: June 30, 2028, which may be extended
pursuant to section 2 of the Agreement
CONSIDERATION: Not to exceed $3,000,000 total
consideration for the term of the Agreement,
if extended pursuant to section 2 of this
Agreement
Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 2 B0785-0001\3113281v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
FLYING LION INC. FOR PROVIDING REMOTE DRONE PILOTS

FOR CRIME PREVENTION AND APPREHENSION PURPOSES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Flying Lion Inc. (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

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

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

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

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 3 B0785-0001\3113281v3.doc
(including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.

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

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

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

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

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

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

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

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

Section 11. Insurance.

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

Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 4 B0785-0001\3113281v3.doc
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(5) A policy or policies of Comprehensive Aviator Liability Insurance, on an occurrence basis, including products and completed operations, property damage, bodily injury with limits no less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate. This coverage may also be provided by endorsement to a Commercial General Liability policy. In that event, then: 1. Commercial General Liability (CGL):

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than Two Million Dollars ($2,000,000) per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.

If CONTRACTOR maintains broader coverage and/or higher limits that the minimums shown above, CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to CITY. (b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.

Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 5 B0785-0001\3113281v3.doc
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability, aviator’s liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

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

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

Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 6 B0785-0001\3113281v3.doc
Section 14. CITY’s Responsibility. CITY shall provide CONTRACTOR with all pertinent data, documents, and other requested information as is available for the proper performance of CONTRACTOR’s Scope of Work.

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

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

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

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

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

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 7 B0785-0001\3113281v3.doc
action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

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

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

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

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

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

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
[Signatures continue]
Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 8 B0785-0001\3113281v3.doc
CONTRACTOR: FLYING LION INC.

BARRY J. BRENNAN
President

STEVEN KATZ
Secretary
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
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: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 9 B0785-0001\3113281v3.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall Provide Remote (Drone) Pilots in Command (RPIC) to support CITY Police Department’s small Unmanned Arial Support (sUAS) program.

CONTRACTOR shall Implement and administer the UAS program that utilizes Unmanned Aerial Vehicles (UAVs) to provide Air Support Services to enhance the CITY’s mission of protecting lives and property.

CONTRACTOR working in conjunction with CITY will provide RPIC staff to work with CITY staff for training and support in connection with CITY’s Drone First Responder (DFR) program.

CONTRACTOR shall provide all equipment including UAVs, sensors, controllers, accessories (batteries, memory cards), computer equipment, and any other hardware/software necessary to perform the services as required by this agreement.

CONTRACTOR shall staff a rooftop RPIC at a CITY provided launch site or other suitable location determined by CITY’s Chief of Police or his designee.

CONTRACTOR shall provide testing and recommendations for equipment, software and procedures to support CITY’s sUAS program.

CONTRACTOR shall provide additional staffing and hours as requested by CITY up to 24 hours per day operations. CITY may request in writing to expand CONTRACTOR services to include additional sites as needed.

CONTRACTOR shall provide CITY with monthly Air Support activity reports.

CONTRACTOR shall provide Federal Aviation Administration (FAA) Certificate of Waiver or Authorization (COA) consulting services for ongoing UAS and DFR Program support and assist CITY with the following long-term FAA processes:
 Blanket COA Filing
Including the preparation and filing for Blanket COA with the FAA which will cover CITY’s (and surrounding areas) that are in Class G airspace. The Scope of the COA will include night flight and flight over people. CONTRACTOR shall provide support to help answer any FAA regulatory questions. CONTRACTOR can support CITY in monthly reporting and managing the COA. COA requires renewal after 2 years.
 Jurisdictional COA Filing (relevant since CITY is in Santa Monica Airport’s Class D Airspace)
Includes the preparation and filing for a Jurisdictional COA with the FAA. A Jurisdictional COA will allow flight surrounding areas) that are in Class G airspace. Covers areas in class B, C, D, G and E airspaces. Specific to jurisdiction described by including all obstacles, security Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 10 B0785-0001\3113281v3.doc
interests and airports. Night flight and flight over people included within rules of COA.

Enrollment into ongoing communication from CONTRACTOR regarding FAA regulatory changes. CONTRACTOR is also available for support managing the COA. Requires renewal after 2 years.
 Training – CONTRACTOR shall provide, at the request of the Chief of Police, the following training for personnel: Part 107 Classroom, Flight Training, and Air Support Officer Training (DFR Tactics and Techniques).

RPIC Duties shall include:
 Monitor in-flight drone performance to ensure overall mission safety.  Maintain visual of drone and airspace during Visual Line of Sight (VLOS) flights.  Maintain airspace awareness during Beyond Visual Line of Sight (BVLOS) flights.  Maintain compliance with FAA rules and guidelines for sUAS Operations.  Maintain phone/radio communication with the Small Unmanned Aircraft Systems (sUAS) team.
 Troubleshoot the aircraft and network systems to maintain Mission Readiness II. INFECTIOUS DISEASE
A. CONTRACTOR shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention NonEmergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

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

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

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

Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 11 B0785-0001\3113281v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in the Agreement in a not to exceed amount of Three Million Dollars ($3,000,000.00) for the term of the Agreement, if extended.
(a) Rates/Compensation
CONTRACTOR shall be compensated as provided below.

Core Staffing Services (Hourly Rates) Hourly Rates
July 1, 2025 to June 30, 2026
RPIC Daylight $63.36
RPIC Daytime Overtime $95.04
RPIC Nighttime $74.71
RPIC Nighttime Overtime $112.06
Visual Observer $63.36
RPIC & VO Non-Flight Rate - Due to adverse weather
or equipment failure (minimum of 6 hours
compensation for any non-flight day)
During non-flight time, RPIC can perform:
• Aircraft inspections & prep for repair
• Logging/updating administrative records
• Testing and updating systems
• Updating operating procedures/checklists …
and other tasks as requested
6 hour minimum
Equipment Leasing (per operational hour)
2nd Aircraft on “hot” stand-by (per operational hour)
Includes: DJI M300/350 or equivalent including Zoom
Camera and Thermal Camera
$28.88
$10.00
Equipment Maintenance Included
Additional Services Offered (list below):

Air Support Operator (ASO) Hours
+ For Sworn Air Support Officer: Add $25 per hour
$95.29
Air Support Operator (ASO) Overtime Hours
+ For Sworn Air Support Officer: Add $25 per hour
$142.93
Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 12 B0785-0001\3113281v3.doc
Air Support Operator (ASO) Nighttime Hours
+ For Sworn Air Support Officer: Add $25 per hour
$107.99
Air Support Operator (ASO) Nighttime Overtime Hours
+ For Sworn Air Support Officer: Add $25 per hour
$161.99
See Below for More Additional Services
Training of Personnel See Below
Consulting/Training (non-flying) See Below
Notes:
 Detailed Sunset & Sunrise schedule based on table below  Overtime charged for time over 10 hours per shift
 Represents only personnel and hardware lease, not any software subscriptions  Holiday Pay (1.5x) for 6 Holidays per year
 Pricing subject to a 5-10% annually for any subsequent years.

Remote Air Support Operator (ASO)
For after hours, 'on-call' support with non-sworn offsite pilot(s) operating remotely from CONTRACTOR location(s):
$200 per shift + $100 per flight hour (rounded-up to nearest half hour)  This is for unsworn pilot located offsite
 An overnight shift of at least 4 hours or more
Training of Personnel
Part 107 & Flight Training & Motorola Solutions/CAPE Software Training Held at your location, instructor-led 2 Day FAA Part 107 Exam Preparation course prepares law enforcement for FAA Part 107 test proctored at a FAA authorized testing facility. Includes training materials and aircraft needed to train your personnel with a 95% FAA Exam pass rate.

Additionally, a 2-Day Basic Flight Training covers all aspects of operating a UAS program – including safety and hands-on flight training.

In-Person Instructor Led Training Daily Rate (up to 10 students) ............................ $2,500/day  Part 107 Exam (2 days) - Part 107 Exam Preparation - In Classroom up to 10 students  Basic Flight Training (2 days) - Hands-On Outdoor Flight Training following NIST Standards  Motorola Solutions/CAPE Software (1 day) - Teaches how to set up and remotely fly with CAPE software. Includes ASO controls and/or field RPIC controls.

Online Part 107 Exam Prep: $495 per person (includes Office Hours) *Note: FAA Part 107 Exam is not included in cost (approximately $175 per taker) ASO (Air Support Officer) Training.................................... $795 per Student for 2-Day Course (5 student minimum)
ASO-focused two-day course:

Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D 13 B0785-0001\3113281v3.doc
Day 1 – Classroom
Day 2 – Participants will remotely fly 'real-life' DFR scenarios in FLI Town and respond to different simulated calls for service.

Consulting/Training (non-flying)
Consulting Rate ........................................................... $275.00/hour  COA Assistance/Renewal
 Development of Department Documents (SOP, Emergency Procedures, etc.)  FAA Consulting (Airspace Authorizations)
 Aircraft Testing and Assessment
(b) CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 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: 8E0353F3-3C77-461B-AE4F-DD425D0A677D B0785-0001\3113281v3.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: 8E0353F3-3C77-461B-AE4F-DD425D0A677D Certificate Of Completion
Envelope Id: 8E0353F3-3C77-461B-AE4F-DD425D0A677D Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Flying Lion Inc_.pdf Source Envelope:

Document Pages: 14 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
5/29/2025 3:26:59 PM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Barry J. Brennan
[email protected]
President
Flying Lion, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address:
2600:1013:b012:ccb2:61bf:19:29f0:25a6
Signed using mobile
Sent: 5/29/2025 3:38:10 PM
Viewed: 5/30/2025 12:21:56 AM
Signed: 5/30/2025 12:22:23 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Steven Katz
[email protected]
VP
Flying Lion, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.174.73.114
Sent: 5/30/2025 12:22:24 AM
Viewed: 5/30/2025 12:31:10 AM
Signed: 5/30/2025 12:31:43 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: 76.90.76.115
Signed using mobile
Sent: 5/30/2025 12:31:45 AM
Viewed: 5/30/2025 7:25:06 AM
Signed: 5/30/2025 7:25:20 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 7:25:22 AM
Resent: 5/30/2025 8:59:06 AM
Viewed: 5/30/2025 9:08:56 AM
Signed: 5/30/2025 9:09:04 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: 5/30/2025 9:09:05 AM
Viewed: 5/30/2025 9:46:41 AM
Signed: 5/30/2025 9:46:48 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Mark G. Stainbrook
[email protected]
Chief
Beverly Hills Police Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.168
Sent: 5/30/2025 9:46:50 AM
Resent: 5/30/2025 10:08:25 AM
Viewed: 5/30/2025 11:25:58 AM
Signed: 5/30/2025 11:26:29 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 11:26:31 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 5/29/2025 3:38:10 PM
Payment Events Status Timestamps
-1-

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

INFORMATION TECHNOLOGY DEVELOPMENT AND PROJECT

CONSULTING SERVICES
NAME OF CONSULTANT: Aarna Technologies LLC, DBA: ATL
RESPONSIBLE PRINCIPAL OF CONSULTANT: Asif Pasha Sheik, Director CONSULTANT’S ADDRESS: 8105 Rasor Blvd, Suite #282
Plano TX 75024
Attention: Asif Pasha Sheik, Director
CONSULTANT’S E.I.N./TAX I.D. NO.: 83-0825072
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: Not to exceed $300,000.00 (includes
applicable taxes) as more fully described in
Exhibit B
Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -2-

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

INFORMATION TECHNOLOGY DEVELOPMENT AND PROJECT

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

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

Section 2. Time of Performance.

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

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

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -3-
(c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

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

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

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

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

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

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

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

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -4-
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technical Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(5) A policy or policies of Cyber Liability Insurance with minimum limits of Two Million Dollars ($2,000,000) per occurrence.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -5-
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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

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

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

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

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -6-
Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

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

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -7-
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
CONSULTANT:

MAHESWARA KASA
Chief Executive Officer

KUNTAL APTE
Sr. Dir. Business Development

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -8-

EXHIBIT A

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

In more detail:

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

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

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

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

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

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

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

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

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

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

1. Requirement gathering and analysis.

2. Design and architecture.

3. Development and testing.

4. Deployment and support.

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

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

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -9-
C. CONSULTANT shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -10-

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the work as described in Exhibit A in an amount not to exceed Three Hundred Thousand Dollars ($300,000), which shall include CONSULTANT’s fee for the Services as well as reimbursement of the actual cost of any equipment, materials and supplies necessary to provide the Services including labor, materials, delivery, tax, assembly and installation, as applicable.

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

Category Rate
Project Manager $165/hr
Full Stack AI Architect $180/hr
Innovation & Solutions Architect $156/hr
Data Base Architect $155/hr
Senior Programmer (Java, .Net, Python Other) $134/hr
Programmer (Java, .Net, Python, Other) $101/hr
System Administrator $108/hr
Web Designer $103/hr
Network Administrator $103/hr
Data Migration $72/hr
Junior Programmer $70/hr
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 -11-

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

Docusign Envelope ID: 59F243A8-54CF-4548-9C64-EE410C6085C4 Certificate Of Completion
Envelope Id: 59F243A8-54CF-4548-9C64-EE410C6085C4 Status: Sent Subject: June 30, 2025 Council Meeting: Agreement:: AARNA TECHNOLOGIES, LLC dba ATL (2025-2026).pdf Source Envelope:

Document Pages: 11 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
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: 10.104.81.137
Record Tracking
Status: Original
4/25/2025 9:20:01 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Kuntal Apte
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 172.59.194.13
Signed using mobile
Sent: 4/25/2025 9:25:18 AM
Resent: 4/25/2025 9:26:40 AM
Viewed: 4/25/2025 5:19:56 PM
Signed: 4/25/2025 5:21:55 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Maheshwara Kasa
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 172.225.218.79
Signed using mobile
Sent: 4/25/2025 5:21:56 PM
Viewed: 4/25/2025 5:51:31 PM
Signed: 4/25/2025 5:51:53 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: 4/25/2025 5:51:54 PM
Viewed: 4/27/2025 7:13:15 AM
Signed: 4/27/2025 7:13:44 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 4/27/2025 7:13:45 AM
Viewed: 4/28/2025 2:40:40 PM
Signed: 4/28/2025 2:40:47 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/28/2025 2:40:49 PM
Resent: 4/29/2025 1:43:02 PM
Resent: 4/30/2025 8:18:47 AM
Viewed: 4/30/2025 9:00:50 AM
Signed: 4/30/2025 9:00:58 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: 4/30/2025 9:01:00 AM
Viewed: 5/8/2025 11:24:56 AM
Signed: 5/8/2025 11:25:05 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: 5/8/2025 11:25:07 AM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
Sharon L'Heureux Dressel
[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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/25/2025 9:25:18 AM
Envelope Updated Security Checked 4/25/2025 9:26:39 AM
Payment Events Status Timestamps
-1-
B0785-0001\3091978v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: CDW Government, LLC

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Jason Schwartz, Regional Sales Manager
CONSULTANT'S ADDRESS: 230 N. Milwaukee Avenue
Vernon Hills, IL 60061
CONSULTANT’S E.I.N./TAX I.D. 36-3310735
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: Not to exceed $300,000, as detailed in
Exhibit B, Schedule of Rates and Payment
Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -2-
B0785-0001\3091978v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2025 and shall terminate on June 30, 2026.

Section 3. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY.

CONSULTANT shall complete the performance of services by the Termination Date set forth above and/or in conformance with the project timeline established by the City Manager or his designee.

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

Section 5. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -3-
B0785-0001\3091978v1.doc
invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B.

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

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

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

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

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

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

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -4-
B0785-0001\3091978v1.doc
($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technology Liability and Cyber Liability Insurance with minimum limits each of Two Million Dollars ($2,000,000) per occurrence.

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

Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any action brought by an unaffiliated third party either for death or personal injury or for damage to tangible personal property, to the extent that the claim is proximately caused by any Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -5-
B0785-0001\3091978v1.doc
person employed by CONSULTANT in the performance of this Agreement or arising out of the work performed by CONSULTANT.
(b) All duties of CONSULTANT under this Section 12 shall survive termination of the Agreement.

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

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

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

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

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

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

Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -6-
B0785-0001\3091978v1.doc
Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 19. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 20. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

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

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

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

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

Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -7-
B0785-0001\3091978v1.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
CONSULTANT: CDW GOVERNMENT, LLC

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

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -8-
B0785-0001\3091978v1.doc

EXHIBIT A

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

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

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

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

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

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

Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -9-
B0785-0001\3091978v1.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation for scheduled service during normal business hours as set forth in each scope of work submitted by CONSULTANT to CITY and signed by both parties. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of Three Hundred Thousand Dollars ($300,000.00), as set forth in the purchase orders issued by CITY for all services to be provided pursuant to this Agreement. Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the services as well as the actual cost of any equipment, materials and supplies necessary to provide the services (including labor, materials, delivery, tax, assembly and installation, as applicable) unless otherwise approved in writing by the Chief Information Officer.

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

Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 -10-
B0785-0001\3091978v1.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

PRODUCTS/COMPLETED

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

Docusign Envelope ID: 205ABB66-DD00-4282-96D1-310AA0EC97E8 Certificate Of Completion
Envelope Id: 205ABB66-DD00-4282-96D1-310AA0EC97E8 Status: Sent Subject: June 17, 2025 Council Meeting: CDW Government, LLC agreement (FY25-26) Source Envelope:

Document Pages: 10 Signatures: 5 Envelope Originator:

Certificate Pages: 2 Initials: 0 Raminta Ivanilova
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: 10.104.81.9
Record Tracking
Status: Original
4/29/2025 12:36:13 PM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Dario Bertocchi
[email protected]
VP, Contracting Operations

CDW DIRECT LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 10.104.81.9
Sent: 4/29/2025 12:39:03 PM
Resent: 5/5/2025 8:21:34 AM
Resent: 5/6/2025 8:26:42 AM
Resent: 5/7/2025 9:20:05 AM
Viewed: 5/7/2025 10:53:32 AM
Signed: 5/7/2025 2:33:12 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: 5/7/2025 2:33:14 PM
Viewed: 5/7/2025 2:57:33 PM
Signed: 5/7/2025 2:57:53 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 10.104.81.137
Sent: 5/7/2025 2:57:56 PM
Viewed: 5/7/2025 3:10:48 PM
Signed: 5/7/2025 3:11:01 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: 5/7/2025 3:11:02 PM
Viewed: 5/8/2025 9:49:37 AM
Signed: 5/8/2025 9:49:43 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 9:49:44 AM
Viewed: 5/8/2025 11:49:38 AM
Signed: 5/8/2025 11:49:47 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: 5/8/2025 11:49:49 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/29/2025 12:39:03 PM
Payment Events Status Timestamps
B0785-0001\3101347v2.doc

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

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

First Tek, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Dominic Puma, Account Manager
CONSULTANT'S ADDRESS: 371 Hoes Lane, Suite 201
Piscataway, NJ 08854
CONSULTANT’S E.I.N/TAX I.D. NO.: 22-3786614
CITY'S ADDRESS:

City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION:

Not to exceed $195,000.00
based on the rates set forth in
Exhibit B
-1-
Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -2-
B0785-0001\3101347v2.doc

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

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

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2025 and shall terminate on June 30, 2026.

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

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

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -3-
B0785-0001\3101347v2.doc
performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

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

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

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

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

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

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

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -4-
B0785-0001\3101347v2.doc
occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.
(3) A policy or policies of Professional/Technology Liability Insurance and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(4) Workers' compensation insurance as required by the State of California. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -5-
B0785-0001\3101347v2.doc
Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT under this section shall survive termination or expiration of the Agreement.

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

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

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

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

Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -6-
B0785-0001\3101347v2.doc
age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 19. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 20. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

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

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

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

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

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -7-
B0785-0001\3101347v2.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
CONSULTANT: FIRST TEK, INC.

SATYAKUMAR BHAVANASI
President and Chief Executive Officer

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

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -8-
B0785-0001\3101347v2.doc

EXHIBIT A

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

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

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

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

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

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

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -9-
B0785-0001\3101347v2.doc
For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -10-
B0785-0001\3101347v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
For the term of this Agreement, CONSULTANT shall be paid for the Services provided herein at the hourly rates set forth in CONSULTANT’s 2024 Rate Schedule, attached hereto as Attachment 1 to Exhibit B and incorporated herein by this reference. In no event shall the total compensation exceed One Hundred Ninety-Five Thousand Dollars ($195,000). CONSULTANT shall submit a detailed and itemized invoice(s) for the services rendered, which invoice shall include for each fee entry the following information: (i) the date each task is performed; (ii) the identifier of the timekeeper that performed each task (i.e. initials or timekeeper number); (iii) the hours or portion thereof, billed for the task that reflects the actual time spent on each activity; (iv) a clear description of the activity performed (each task must be billed as a separate entry and time should not be embedded); and (v) total fees billed for each entry.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D B0785-0001\3101347v2.doc
ATTACHMENT 1 TO EXHIBIT B
CONSULTANT’S RATE SCHEDULE
Rate Schedule Effective: 2024
Hourly time &materials labor rates are provided for a sample of our resources for 2024.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, develop, and maintain complex, real-time, high-performance server technology.  Document and build unit tests for your code.
 Strong C/C++ skills in an UNIX environment.
 Real-world experience with web servers, TCP/IP, HTTP, inter-process communication and multithreading.
 Strong understanding of algorithms and software engineering.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design and implementation of intuitive and responsive user interfaces for touch screen devices.
 Delivery of fully featured and reliable APIs for 3rd party developers.  Concurrent and multi-threaded application design and implementation.  Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.
 High quality and high performance 2D graphics rendering pipelines.  Specialist skills in developing custom applications for IOS or Android and other platforms.
 Experience with 2D and 3D graphics rendering and animation.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Provide designing, coding, and testing solutions and identifying system deficiencies and suggest technical solutions.
 Creating prototypes for business user approval. Documenting application functionality and programming.
 Creating and executing unit, integration and system test scripts, manual and automated.  Accurately preparing written business correspondence that is coherent, grammatically correct, effective, professional and engaging Demonstrated proficiency in Java 2 Platform Enterprise Edition using Struts, Hibernate, Enterprise Java Beans, Servlets, -11-
Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -12-
B0785-0001\3101347v2.doc
Writ effective, scalable SQL queries and stored procedures.  Use Rational Application Developer or another Eclipse base IDE for developing and testing J2EE based applications.

II.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Perform development in Java and JavaScript, perform development in Java and JavaScript, code review, and provide oversight for the team of developers.  Perform code review and provide oversight for the team of developers.  Author technical design documentation, provide oversight for development team.  Create build packages for delivery to the project QA testers and the customer.  Extensive knowledge of Java, JavaScript, Web Services, SQL and Oracle Databases, WebSphere web application development.
 Experience in using SVN for code management and JIRA for defect tracking.  Assist the project architect with technical design details.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Provides technology expertise to IT activities and responsible to front-end all product related technical discussions with existing clients, prospective customers in creating unique.
 Architect, design and developing highly available, scalable and maintainable SOA based enterprise solutions.
 Significant experience with development of MVC based Rich Internet Applications Experience with open source frameworks like ExtJS, jQuery, Struts, Spring, Camel, Hibernate, iBatis.
 Engage in high value technology consulting with internal team members for strategic planning and development of tactical IT transformation or modernization roadmaps.  Build comprehensive and in-depth Intellect platform technical skills across multiple product lines and, work collaboratively with cross-functional product teams, to help drive product and consulting sales.
 Enterprise application architecture, design and development experience using Java/J2EE and related technologies.
 Strong understanding of object oriented analysis, architecture and design patterns.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Maintain and expand software products
 Develop extensions to the software as per varying needs  Install and maintain open-source Social Network Analysis software on a server and develop code to extend the software’s capability
 Gather requirements, develop code, program, test, and maintain several web applications
Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -13-
B0785-0001\3101347v2.doc
 Experience and a strong passion for the LAMP (Linux, Apache, and MySQL & PHP) development stack.
 Working knowledge of memory objects caching technologies like Memcached.  Experience designing, querying, and updating both RDBMS and NoSQL data stores like MySQL and Couchbase.
 Ability to design unit tests with PHPUnit and document source with phpDocumentor.  Experience of web service development and consumption (SOAP, XML, Feeds, ReST, Etc
III.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Develop and documenting interactive Web applications and automation procedures.  Creating, maintaining and updating various Web applications created primarily in Python.
 Execute on all new fresh code & work with Product owners and development team to build reusable UI components.
 Translate user’s stories into highly usable software solutions.  Write clean, maintainable code following best practices (unit testing, source control, continuous integration, automation, design patterns, etc.  Debug code and troubleshoot problems.
 Collaborate with other developers, testers, and system engineers to ensure quality product enhancements.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Writes new software, makes modifications to existing software, or integrates software applications and modules in accordance with agreed upon specifications, created in partnership with others
 Contributes to the creation of design. May lead the design of less complex components.  Provide technical support to operations or other development teams.  Creates, reviews, and maintains all required technical documentation/ manual related to assigned software to ensure supportability and reuse.
 Provides wider feedback into performance
 Assists in identification and implementation of short-term and long-term solution options, including risk assessments.
 Assists with improvements to prevent problems, including problem resolution workflow.  Participates in remediation solutions.
 Participates in project planning sessions with team members to analyze development requirements, provide design options, and provide work breakdown and estimates of work.
 Provides work breakdown and estimates for small software development tasks.  Provides timely status updates for areas of individual responsibilities within projects to supervisor
 Actively participates in team and status meetings.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -14-
B0785-0001\3101347v2.doc
 Develops software using disciplined software development processes, adhering to team/company standards and software best practice guidelines, and corporate policies.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, develop, and test significant client & middle tier components.  Contribute to UI mock-ups.
 Contribute to user stories in content, review, and estimation.  Work with web development teams, vendors, and partners to define new integrations.  Good experience with open source development on Linux based platforms.

IV.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Leverage the latest in JavaScript web front-end technologies to build a unique and demanding solution and bring new ways of visualizing and engaging with data.  Recommend and develop user interface consistent with user experience design and product requirements.
 Drive common UI development architecture and tools.
 Design and implement user interface components considering usability, security, performance and customizability.
 Coordinate client-server interface design and implementation with server developers.  Actively participate in Agile/Scrum development team if needed.

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

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Work with application architects, lead developers and teams to design and develop robust Microsoft-based enterprise software solutions.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -15-
B0785-0001\3101347v2.doc
 Create proof of concepts for emerging technologies as they apply to the problem space.  Assist with identifying and establishing tools, operating environments, design, development standards, and technical documentation as required.  Work with other team members during development and implementation of solutions.  Support other developers through problem solving by identifying as well as evolving standards, best practices and reusable solutions.
 Work with test and quality assurance staff during the development and implementation of enterprise solutions.
 Identify ambiguities and gaps in system requirements and liaise with analysts, architects, lead developers and customers to obtain clearer specifications.  NET development skills with use of related technologies, concepts and products such as Microsoft Visual Studio 2005 or 2008, .NET Framework, Visual Basic .NET or C#  Experience with MS SQL Server (2008 required, 2012 desired)  Highly skilled in writing SQL queries
 Knowledge of CSS, JavaScript, and JQuery is a plus
V.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Experience architecting, installing and configuring .NET solutions in a lead role.  Participate in solution design, concept visualization and functional and technical requirements definition and documentation.
 Interact with delivery team and clients to understand business requirements and determine how to best leverage technology to support those requirements in developing effective web solutions.
 Perform advanced troubleshooting at the application level.  Build enhancements within existing software applications and envision future improvements to the architecture.
 Define and implement data object models.
 Design and development of complex business logic.
 Provide subject matter expertise to identify and translate system requirements into technical architecture and design documentation.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design & Develop the overall enterprise architecture frameworks, methodologies, and tools.
 Evaluates and creates new tools and techniques to facilitate effective development practices.
 Sets the standard for highest quality of work. Provides thought leadership, mentors others, and leads by example.
 Act as the technical lead on all projects, help in creating and maintaining technical design artifacts. Anticipates and acts upon issues that arise, providing alternative approaches and solutions.
 Establish enterprise architecture and standards.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -16-
B0785-0001\3101347v2.doc
 Proficiency in Microsoft technologies including .Net 4.0, Web API, WCF, Visual Studio 2012, SQL Server, MVC, and custom ASP.Net applications.  Articulate complex application designs and develop applications using emerging technologies.
 Develop Web services Framework that provides data/services to partners internal & external and mobile devices.
 Experience with cloud enablement of business applications is a plus.

SharePoint Developer –
Hourly Rate: $84-$108/Hr
Staff Members in this category would typically do the following and/or have the following skill sets:
 Develop reporting dashboards, reporting repositories and workflows.  Provide guidance and expertise on topics surrounding strategy and best practices for SharePoint solutions.
 Troubleshoot technical and functional issues with the SharePoint software and solutions in a Production Environment.
 Work closely with other stakeholders to successfully deliver solutions.  Transfer knowledge and technical expertise to other team members and end users.  Experience working in a rapid application development environment.  Experience developing SharePoint functional specs and design documents.  Experience delivering high impact executive level dashboards.  SRSS and SASS development.

VI.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Provide advanced operational administration support for SharePoint Farm, SharePoint Applications, IIS, and SharePoint Windows Systems.  SME Expert in SharePoint, IIS and Windows Server administration skills, including SharePoint and IIS installation, configuration, architecture, and advanced troubleshooting experience.
 Architect, install, configure, maintain, and optimize SharePoint and ISS environments, and implement new SharePoint technologies.
 Provide in house technical support as well as contribute ideas for SharePoint applications in support of Business needs.
 Architect and maintenance of the SharePoint Enterprise environment.  Resolve SharePoint, IIS, OS and application level problems (debug issues) and client’s support problems.
 Perform and automate SharePoint environments and SharePoint applications monitoring.
 Design and maintain SharePoint configuration management.  Document SharePoint Enterprise environment and application configuration.  Create and maintain InfoPath Forms.
 Respond to SharePoint server and enterprise application maintenance calls.  Plan and implement SharePoint systems installations and upgrades.  Develop SharePoint server and Enterprise system standards.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -17-
B0785-0001\3101347v2.doc
SharePoint Architect
Hourly Rate: $90 to $114/Hr.

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, development, and implementation of the project.  Work on PoC as needed & owns the technology part of the project.  Collaborate with Business to determine requirements.
 Develop Technical Architecture and designs for scalable enterprise applications.  Actively participate in development and implementation of SharePoint solutions.  Mentor junior-level developers in Web technologies, including SharePoint and software development best practices.
 Conduct performance and scalability testing, and capacity analysis/planning.  Create custom lists and views using SharePoint Designer.  Create custom Workflows using SharePoint Designer and Visual Studio.  Create BCS’s and external content lists and views using SharePoint Designer.  Create and maintain master and layout pages.
 Define and Implement taxonomies.
 Be an advocate for Best Practice Guidance & Governance.

VII.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Identify test scenarios / write required test cases.
 Execute testing, manual and automated.
 Provide input/feedback to the design and development of new features.  Develop and execute automated test cases.
 Record defects and follow up on corrections.
 Enforcing standard quality processes, making recommendations for improvements.  Takes responsibility of quality for the whole sprint team; monitors quality testing of all testers.
 Develop test cases, test plans, and scenarios.
 Be experienced with quality assurance reporting and tracking software.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design and implement test tools and infrastructures that will be utilized across multiple test and development teams.
 Provide best practices and leadership consultation on test strategies, methods, and best practices.
 Lead the definition, implementation, and maintenance of standard QA processes, methodologies, and templates for use on client deliverables.  Build a collaborative working relationship with development, product management, and operations
 Define, track, and drive progress towards the quality objectives for client projects or the department as a whole.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -18-
B0785-0001\3101347v2.doc
 Manage multiple release cycles for various projects and ensure successful qualification prior to launch.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Executes planning for projects, including development of the project scope, task organization, estimates of effort and other required resources, and schedules necessary to complete the project.
 Creates estimate of cost and budget for the project.
 Develops and negotiates agreements for services, including scope, fee structure, fee amount, schedule, and all other provisions related to risk sharing/management. Obtains internal input and approvals as required by the company's policies.
 Executes internal project setup procedures in accordance with the company's policies.  Directs, manages and participates in the production of the project deliverables. Performs or participates in some or all of the following tasks: Preliminary studies, plans and cost estimates, selection and contracting with vendors/sub-consultants, designs and plan production, project status/review meetings, specification and contract document development/production and bidding, Contract award and construction administration oversight.

VIII.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Researches, implements, manage and maintain GIS software, network infrastructure, applications and computer systems for the centralized system running production.  Provide general system administration within environment performing deployment, installation, and maintenance of enterprise geospatial system based on Esri, Google, OGC, GeoServer, Oracle, Microsoft and/or Citrix platforms.
 Perform operating system administration, application system administration, database administration, and web administration for local and remote systems.  Establish GIS policies, standards, and procedures.
 Manages installation, configuration, upgrades, and troubleshooting of geospatial system including databases, software, user applications, and hardware; designs, manages, and monitors network.

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

Staff Members in this category would typically do the following and/or have the following skill sets:
 Design, create, and maintain software by analyzing, testing, assessing and implementing programming applications based on business priorities and guidance from management.
 Assists teams with quickly and reliably debugging and solving the most complicated system issues.
 Proficiency in fundamental and advanced application development concepts.  Expertise in algorithm analysis and performance tuning.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D -19-
B0785-0001\3101347v2.doc
 Assist in the testing process by conducting reviews and analyses, witnessing tests and participating in software certification.
 Provide technical expertise and guidance to project teams and software engineers, demonstrating significant creativity and flexibility.  Provide guidance to teams and individual software engineers for build and release management.
 Develop features across multiple subsystems within the portfolio, including collaboration in requirements definition, prototyping, design, coding, testing and deployment.

IX.
iOS / Android / mobile resources – Offshore team
iOS/Android/Mobile Developer & Senior Developer
Hourly Rate: $36 to $42/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:
 Design and implementation of intuitive and responsive user interfaces for portable and handheld touch screen devices.
 Delivery of fully featured and reliable APIs for 3rd party developers.  Concurrent and multi-threaded application design and implementation.  Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.
 Specialist skills in developing custom native mobile apps for iOS or Android or Windows mobile.
 Specialist skills in developing cross-platform mobile apps with Apache Cordvoa API, Phonegap and Titanium platforms using jQuery mobile, JavaScript, HTML5 and CSS.  Specialist skills in developing mobile web sites compatible with mobile phones running variety of operating systems
 Experience with 2D and 3D graphics rendering and animation.  Experience in integrating Social Media such as Facebook, Twitter, Linkedin.  Experience in Augmented Reality and location based apps.  Experience in OAuth, Security, Encryption, SOAP and RESTful web services.  Experience in providing best user experience with Wow! Effect  Experience in in-app purchases and in-app advertising iOS/Android/Mobile Tester
Hourly Rate: $30 to $36/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:
 Writing and executing test cases for mobile apps.
 Testing mobile apps for usability, user friendliness and rich user experience as per human interface guidelines and standards.
 Testing mobile apps for performance and responsiveness on various modes of networks like 2G, 3G, 4G, and Wi-fi.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D

EXHIBIT C
B0785-0001\3101347v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE B.I.

LIMITS
P.D. AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D Certificate Of Completion
Envelope Id: 4E59BCD3-2D3F-47BE-8A22-CDDCDE13EC0D Status: Sent Subject: June 17, 2025 Council Meeting:Complete with Docusign: Agreement - First Tek, Inc. (2025-2026).pdf Source Envelope:

Document Pages: 20 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
5/8/2025 11:27:51 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Satyakumar Bhavanasi
[email protected]
President
First Tek, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.19.207.34
Sent: 5/8/2025 11:32:46 AM
Resent: 5/9/2025 8:09:46 AM
Viewed: 5/9/2025 8:13:11 AM
Signed: 5/9/2025 8:13:19 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Mariam Faisal
[email protected]
Director, HR & Operations
First Tek, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.19.207.34
Sent: 5/9/2025 8:13:21 AM
Viewed: 5/9/2025 8:14:29 AM
Signed: 5/9/2025 8:14:47 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: 76.90.76.115
Signed using mobile
Sent: 5/9/2025 8:14:49 AM
Viewed: 5/9/2025 8:39:09 AM
Signed: 5/9/2025 8:39:25 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 166.194.132.2
Signed using mobile
Sent: 5/9/2025 8:39:27 AM
Viewed: 5/11/2025 8:33:54 AM
Signed: 5/11/2025 8:34:14 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: 5/11/2025 8:34:16 AM
Viewed: 5/12/2025 1:39:53 PM
Signed: 5/12/2025 1:39:59 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 1:40:01 PM
Viewed: 5/12/2025 2:15:20 PM
Signed: 5/13/2025 7:11:31 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 7:11:33 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/8/2025 11:32:46 AM
Payment Events Status Timestamps
-1-
B0785-0001\3102967v2.doc

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

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

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

City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
CONSULTANT’S E.I.N./TAX I.D. NO.: 27-2696689
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: Not to exceed $145,000.00,
as detailed in Exhibit B
Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -2-
B0785-0001\3102967v2.doc

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

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

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

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

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -3-
B0785-0001\3102967v2.doc
forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

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

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

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

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

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

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -4-
B0785-0001\3102967v2.doc
(4) A policy or policies of Professional/Technology Liability Insurance (errors and omissions) and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice If the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -5-
B0785-0001\3102967v2.doc
(b) All duties of CONSULTANT under this section shall survive termination or expiration of the Agreement.

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

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

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

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

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

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

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -6-
B0785-0001\3102967v2.doc
gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

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

EXECUTED the _____ day of ____________ 20___, at Beverly Hills, California. [Signatures on following page.]
Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -7-
B0785-0001\3102967v2.doc

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: ISSQUARED, INC.

JAGAN JATAVALLABHULA
Senior Vice President

SUCHINTH KUMAR

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -8-
B0785-0001\3102967v2.doc

EXHIBIT A

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

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

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

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -9-
B0785-0001\3102967v2.doc
(c) CONSULTANT shall assist in producing design and configuration documentation along with CITY staff to adequately reflect an accurate representation of overall system design and function in accordance with established CITY standards and practices. (d) CONSULTANT shall assist in developing various internal data networking projects and initiatives such as
a. Core internal network router design and deployment
b. IPv6 deployments
c. Multicast routing
d. OSPF to ISIS dynamic routing migration
e. Network management platform deployments
f. PKI infrastructure enhancements
g. Hypervisor and clustering designs
h. Linux and/or Microsoft Server based Directory Services such as Active Directory (AD) and LDAP along with SQL
i. Internal and/or external firewall and IPS deployment and migration j. The evaluation and testing of various network administration and management platforms and appliances.

Task 3 – F5 Server Load Balancer Platform Performance and Configuration Maintenance (a) CONSULTANT shall coordinate and consult with CITY’s Network Administrator and Systems Architect on the performance and configurational maintenance of the established F5 Server Load Balancer environment.
(b) CONSULTANT shall provide recommendations and technical support in the server load balancer platforms hardware, software and firmware base. (c) CONSULTANT shall provide recommendations and technical support in the server load balancer feature set and overall system performance.

Task 4 – Secure Remote Access Platform Configuration Development, Testing and Support
(a) CONSULTANT shall coordinate and consult with CITY’s Network Administrator on various remote access solutions in support of CITY’s private internal network. (b) CONSULTANT shall assist and advise on the effective deployment, use and monitoring of dual-factor authentication methods and encrypted encapsulation techniques such as GRE, SSL and IPsec tunnels.
(c) CONSULTANT shall provide support and configuration maintenance for Juniper model ISG and SRX firewall, Palo Alto firewall and Pulse Secure SSL VPN appliances.

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -10-
B0785-0001\3102967v2.doc
Infectious Disease
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention Non-Emergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

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

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

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

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -11-
B0785-0001\3102967v2.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation at a blended rate of Two Hundred and Fifty Dollars ($250.00) per hour for the Services required by the Agreement. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of One Hundred Forty Five Thousand Dollars ($145,000.00), as set forth in the purchase order issued by CITY for the Services to be provided pursuant to this Agreement.

Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including labor, materials, tax, assembly and installation as applicable.) There shall be no reimbursement for travel related expenses.

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

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE -12-
B0785-0001\3102967v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

PROD CTS/COM LETED

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

Docusign Envelope ID: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE Certificate Of Completion
Envelope Id: 80C75DF3-021E-47A8-B88F-2CEB47B1DEBE Status: Sent Subject: June 30, 2025 Council Meeting: Agreement Issquared.pdf Source Envelope:

Document Pages: 12 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
4/23/2025 10:53:36 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Suchinth Kuma
[email protected]
Chief Revenue Officer
ISSQUARED Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.181.181.48
Sent: 4/23/2025 10:59:08 AM
Resent: 4/25/2025 9:07:11 AM
Resent: 4/28/2025 8:26:38 AM
Viewed: 4/28/2025 9:38:45 AM
Signed: 4/28/2025 9:58:43 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jagan Jatavalabhula
[email protected]
Sr. Vice President
ISSQUARED, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.181.181.48
Sent: 4/28/2025 9:58:45 AM
Viewed: 4/28/2025 10:03:47 AM
Signed: 4/28/2025 10:04:55 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: 76.90.76.115
Signed using mobile
Sent: 4/28/2025 10:04:56 AM
Viewed: 4/28/2025 10:27:03 AM
Signed: 4/28/2025 10:27:24 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 4/28/2025 10:27:26 AM
Viewed: 4/28/2025 2:40:25 PM
Signed: 4/28/2025 2:40:30 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 4/28/2025 2:40:32 PM
Resent: 4/29/2025 1:37:13 PM
Resent: 4/30/2025 8:18:51 AM
Viewed: 4/30/2025 9:01:06 AM
Signed: 4/30/2025 9:01:19 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: 4/30/2025 9:01:20 AM
Viewed: 5/1/2025 5:33:49 PM
Signed: 5/1/2025 5:33:56 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)
Sent: 5/1/2025 5:33:57 PM
Viewed: 5/8/2025 11:20:41 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/23/2025 10:59:08 AM
Payment Events Status Timestamps
-1-
B0785-0001\3107474v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MAINLINE INFORMATION SYSTEMS, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: Mainline Information Systems, LLC

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Brian Showman, General Counsel
CONSULTANT'S ADDRESS: 1700 Summit Lake Drive
Tallahassee, FL 32317
CONSULTANT’S E.I.N./TAX I.D.: 93-4147884
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: Not to exceed $650,215.00 (includes travel budget) based on the rates set forth in Exhibit B
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -2-
B0785-0001\3107474v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

MAINLINE INFORMATION SYSTEMS, LLC FOR INFORMATION

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

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall remain in full force and effect from July 1, 2025 through June 30, 2026.

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

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

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -3-
B0785-0001\3107474v2.doc
services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

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

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

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

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

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

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

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -4-
B0785-0001\3107474v2.doc
($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technical Liability Insurance and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -5-
B0785-0001\3107474v2.doc
Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT under this section shall survive termination or expiration of the Agreement.

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

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

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

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

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -6-
B0785-0001\3107474v2.doc
Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 19. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 20 Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 21. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

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

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

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

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -7-
B0785-0001\3107474v2.doc
Section 25. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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

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

HUMA AHMED
City Clerk
CONSULTANT: MAINLINE INFORMATION

SYSTEMS, LLC

BRIAN SHOWMAN
General Counsel
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -8-
B0785-0001\3107474v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide CITY with information technology (“IT”) consulting services related to CITY’s client applications such as CITY’s Enterprise storage system, LTO tape system, Axis camera system, IBM systems, and additional data center infrastructure and enterprise systems collectively (the “Services”). The Services shall include the following:
(i) Analyze CITY business requirements in connection with CITY’s client applications.

Create high-level technical design documents and detailed technical specifications, in accordance with CITY architecture standards.
(ii) Provide unit and system testing as well as execution of implementation activities. (iii) Draft individual scopes or work for projects of varying sizes and levels of complexity which details the tasks and provide estimates.
(iv) Analyze and identify technical areas of improvement within existing systems. (v) Work with CITY’s internal IT teams to complete project activities, such as infrastructure, architecture and design.
(vi) Provide systems testing, training and application support. (vii) If CITY identifies an issue or problem that requires consulting services, CONSULTANT shall conduct research, propose one or more solutions, document and present the solutions to CITY so CITY can determine how to proceed (viii) Provide written reports to CITY as required by CITY.

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

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

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

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -9-
B0785-0001\3107474v2.doc
B. CONSULTANT shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

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

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

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -10-
B0785-0001\3107474v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
In no event shall the total compensation for the term of this Agreement exceed Six Hundred Fifty Thousand, Two Hundred Fifteen Dollars ($650,215.00), which includes a travel budget if authorized by CITY in writing and as described in Attachment 1, CITY’s Travel and Meeting Expense Policy for CITY employees (Administrative Regulation Policy Finance.01 dated 07/01/2022) (“Travel Policy”). The travel budget shall not exceed Thirty Thousand Dollars ($30,000) unless otherwise agreed to in writing by CITY’s Chief Information Officer.

For the term of this Agreement, CONSULTANT shall be paid for the Services provided herein at the hourly rates set forth in this Exhibit.

Position Hourly Rate
Sr. VMware/Milestone SME $207.80
Sr. Microsoft SE $207.80
Jr. VMware SME $160.00
Solutions & Innovation Cloud
Architect
$225.00
CONSULTANT shall submit a detailed and itemized invoice(s) for the Services rendered, which invoice shall include for each fee entry the following information: (i) the date each task is performed; (ii) the identifier of the timekeeper that performed each task (i.e. initials or timekeeper number); (iii) the hours or portion thereof, billed for the task that reflects the actual time spent on each activity; (iv) a clear description of the activity performed (each task must be billed as a separate entry with specificity with no block billing); and (v) total fees billed for each entry.

Unless provided for in CONSULTANT’s written Proposal for an engagement as described in Exhibit A, this Agreement provides for no reimbursement of expenses. There will be no travel reimbursement for any local resource. A local resource is defined as CONSULTANT personnel residing within a 100 mile radius from CITY. Eligible reimbursable travel expenses shall be estimated in the Proposal per engagement and are subject to CITY’s prior written approval. Additionally, the maximum reimbursement shall not exceed that allowable under this Exhibit including the Travel Policy.

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -11-
B0785-0001\3107474v2.doc
ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -12
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -13
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -14
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -15
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -16
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -17
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -18
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -19
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -20
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -21
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -22
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -23
-
B0785-0001\3107474v2.doc
Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D -24-
B0785-0001\3107474v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

EXPIRATION
DATE B.I. LIMITS P.D. AGGREGATE

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

BLANKET CONTRACTUAL

CONTRACTOR'S PROTECTIVE

PERSONAL INJURY

EXCESS LIABILITY

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

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

Docusign Envelope ID: B65B10EA-0CA0-4CC5-B101-17401847EC8D Certificate Of Completion
Envelope Id: B65B10EA-0CA0-4CC5-B101-17401847EC8D Status: Sent Subject: June 17, 2025 Council Meeting - Mainline Information Systems, LLC (2025-2026) (2).pdf Source Envelope:

Document Pages: 24 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
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: 10.104.81.9
Record Tracking
Status: Original
5/6/2025 8:29:23 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Brian Showman
[email protected]
General Counsel
Mainline Information Systems,LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.209.83.14
Sent: 5/6/2025 8:33:16 AM
Resent: 5/7/2025 9:20:07 AM
Resent: 5/9/2025 8:10:08 AM
Resent: 5/12/2025 1:41:12 PM
Resent: 5/13/2025 2:35:52 PM
Viewed: 5/14/2025 8:09:52 AM
Signed: 5/14/2025 8:10:02 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:
2603:8000:fe01:9872:884c:4061:3006:3658
Signed using mobile
Sent: 5/14/2025 8:10:04 AM
Viewed: 5/14/2025 8:47:16 AM
Signed: 5/14/2025 8:47:41 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 38.140.62.179
Signed using mobile
Sent: 5/14/2025 8:47:43 AM
Resent: 5/15/2025 8:24:11 AM
Resent: 5/19/2025 9:03:11 AM
Viewed: 5/19/2025 9:03:38 AM
Signed: 5/19/2025 9:03:55 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/19/2025 9:03:56 AM
Viewed: 5/19/2025 1:34:48 PM
Signed: 5/19/2025 1:34:56 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/19/2025 1:34:58 PM
Viewed: 5/20/2025 9:34:11 AM
Signed: 5/20/2025 9:34:22 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: 5/20/2025 9:34:25 AM
Resent: 5/21/2025 11:16:35 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
Carbon Copy Events Status Timestamp
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 5/6/2025 8:33:16 AM
Envelope Updated Security Checked 5/21/2025 4:22:32 PM
Envelope Updated Security Checked 5/21/2025 4:22:32 PM
Envelope Updated Security Checked 5/21/2025 4:22:32 PM
Payment Events Status Timestamps
B0785-0001\3101340v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND
SERVICES RELATED TO THE CITY’S DOCUMENT AND

RECORDS MANAGEMENT SYSTEM
NAME OF CONSULTANT: MetaSource, LLC

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Steve Cooley, Strategic Account Manager
CONSULTANT'S ADDRESS: 12162 South Business Park Drive,
Suite 113
Draper, UT 84020
CONSULTANT’S E.I.N/TAX I.D. NO.: 26-0771758
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026, unless sooner terminated pursuant to Section 13 of the Agreement
CONSIDERATION: Not to exceed $400,000 based on the rates set forth in Exhibit B
Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -2-
B0785-0001\3101340v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND
SERVICES RELATED TO THE CITY’S DOCUMENT AND

RECORDS MANAGEMENT SYSTEM
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "City"), and MetaSource, LLC (hereinafter called "Consultant").

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

B. Consultant represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

Section 1. Consultant's Services. Consultant shall provide Kofax maintenance and support, document conversion services, and related professional services, as more particularly described in Exhibit A, Scope of Work, in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Time of Performance. This Agreement shall commence upon a notice to proceed, and shall terminate on the Termination Date set forth above, unless sooner terminated pursuant to Section 13 of this Agreement.

Section 3. Compensation. City agrees to compensate Consultant, and Consultant agrees to accept in full satisfaction for the services required by this Agreement the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of Consultant's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable).

Section 4. Method of Payment. Consultant shall submit to City a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice.

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

Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -3-
B0785-0001\3101340v2.doc
Section 6. Assignment and Subcontracting. Consultant shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of the City Manager. Consultant, however, shall at all times be responsible for the services performed by any subcontractors.

Section 7. Party Representatives.
(a) Consultant: Responsible Principal. The Responsible Principal set forth above shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant shall not be made without the prior written consent of City. (b) Consultant’s Onsite Representatives. Consultant shall have at least one competent representative on the project site at all times while work is in progress. At the City’s direction and at the sole discretion of the City, Consultant shall immediately replace any individual who fails to perform the duties required by the work with a qualified, competent replacement that is acceptable to City’s authorized representative. (c) City Representative. The City Manager or his designee shall represent City in the implementation of this Agreement.

Section 8. Personnel. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's services under this Agreement.

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

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

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

Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -4-
B0785-0001\3101340v2.doc
4) A policy or policies of Professional Liability Insurances (errors and omissions) with minimum limits of One Million Dollars ($1,000,000.00) per claim and in the aggregate for the Services to be performed pursuant to this Agreement. (b) Consultant shall require each of its sub-Consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) Consultant agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Consultant's expense, the premium thereon.
(e) At all times during the term of this Agreement, Consultant shall maintain on file with City’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. Consultant shall, prior to commencement of work under this Agreement, file with City’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the City as an additional insured.
(f) Consultant shall provide City with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by Consultant shall be primary to any coverage available to City. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by City. At the option of City, Consultant shall either reduce or eliminate the deductibles or self-insured retentions with respect to City, or Consultant shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit City’s right to recover against Consultant and its insurance carriers.

Section 12. Indemnification.
(a) Consultant agrees to indemnify, hold harmless and defend the City of Beverly Hills, the City Council and each member thereof, and every officer, employee and agent of the City from any claim, liability or financial loss (including without limitation, attorney’s fees and costs) arising out of the acts or omissions of Consultant, its employees, agents, representatives, and/or subcontractors, whether intentional, reckless, negligent, or otherwise wrongful, in the performance of this Agreement.

Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -5-
B0785-0001\3101340v2.doc
(b) Consultant agrees to indemnify, hold harmless and defend the City, the City Council and each member thereof, every officer, employee and agent of the City from and against any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any claim that the technology and services provided by Consultant under this Agreement infringes upon any copyright, trade secret, trademarks, patent or other proprietary or intellectual property right of any third party.
(c) All duties of Consultant under this section shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) City may cancel this Agreement, with or without cause, at any time upon five (5) calendar days written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid full compensation for all services performed by Consultant, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, Consultant shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid Consultant for the full performance of the services required by this Agreement.

Section 14. City’s Responsibility. City shall provide Consultant with all pertinent data, documents, and other requested information as is available for the proper performance of Consultant’s services.

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

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

Section 17. Nondiscrimination by Consultant. In the performance of this Agreement, Consultant assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -6-
B0785-0001\3101340v2.doc
other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations).

Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Non-Disclosure.
(a) Pursuant to the terms of this Agreement, City has provided, or will provide Consultant with certain information, and/or access to certain information (the “Information”), which was or will be obtained by the City pursuant to a License Agreement with a third party, or which is the proprietary information of the City, or which is not publicly known. Consultant, its employees, agents, representatives, contractors and subcontractors shall hold the Information private and confidential, and shall not:
(i) Use the Information, nor cause the Information to be used for any purpose other than in performance of its duties to the City, (ii) Participate in the wrongful use, illegal use, or unauthorized disclosure of the Information, or
(iii) Sell, release, free trade, assign, or provide access to the Information, directly or indirectly, to third parties. This provision survives termination of Consultant’s duties to the City.

Section 19. Notice. Any notice required by this Agreement shall be deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as the parties may designate in writing.

Section 20. Attorney’s Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney’s fees and costs of such litigation.

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

Section 22. Entire Agreement. This Agreement represents the entire integrated agreement between City and Consultant, and supersedes all prior negotiations, Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -7-
B0785-0001\3101340v2.doc
representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both City and Consultant.

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

Section 24. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Section 25. No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than City and Consultant, except as expressly provided otherwise herein. No entity not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party’s performance or non-performance under this Agreement, except as expressly provided otherwise herein.

EXECUTED this_____ day of _______________, 202__.

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

HUMA AHMED
City Clerk
COMPANY NAME: METASOURCE, LLC
________________________________

RANDY POWELL
Vice President
[Signatures Continue]
Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -8-
B0785-0001\3101340v2.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -9-
B0785-0001\3101340v2.doc

EXHIBIT A

SCOPE OF WORK
Consultant shall provide the following services related to the City’s Documents and Records Management System (or “system”) as set forth in this Exhibit and City’s Request for Proposals to the City’s full satisfaction:

TASK 1: Document Conversion Services: Consultant shall provide document conversion services, which shall be provided on an as needed basis, as determined by City representatives.
(a) Consultant’s duties shall include provision of all necessary discovery, sample testing, image adjustment, labor, hardware, equipment, software, validation, quality control, and release to complete full document conversion services into the City’s Document and Records Management system.
(b) Consultant shall provide high quality scanning services at 200 DPI resolution for various document types and sizes, as directed by City staff.

TASK 2: Professional Services: Consultant shall provide Kofax maintenance support, software customizations, engineering, integrations, and application development services to maximize the performance of the records management system. (a) Consultant shall provide the following professional services as requested by City in writing:
i. Provide detailed technical specifications, develop code, and other necessary technical tasks to automate and integrate AX applications with various City software applications.
ii. Provide discovery, solutions deployment, application testing, validation and support. iii. Develop application code and perform the integration necessary for ‘public access’ applications.
iv. Create departmental AX applications.
v. Provide various application services to optimize City department applications and workflows.
(b) The following tasks shall be provided with respect to all professional services requests received from authorized City staff:
i. Project Management: Consultant shall present a comprehensive project plan and project budget, detailing time and resources required to accomplish the requested tasks. Consultant shall employ professional project management software such as Microsoft Project.

Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -10-
B0785-0001\3101340v2.doc
ii. Documentation: Consultant shall develop documentation to support City’s business processes. At a minimum, Consultant shall provide City with the following:

1. User documentation

2. Configuration documentation

3. Interface documentation

4. System administration manuals

5. Application software tutorials

6. System documentation
All user documentation, including application and interface documentation, help documentation and software tutorials should be available online and accessible from within the relevant application. Additionally, Consultant shall provide sufficient copies of each type of user documentation.
iii. Testing: Consultant shall provide adequate provisions for functional, performance and reliability testing. City requires Consultant involvement in the development and execution of all test plans to ensure that the customizations and integrations deliver the expected results.
iv. Training: Consultant shall provide the following as needed types of training programs:

1. Administrator training that includes all knowledge transfer activities necessary to enable City staff to configure, tailor, monitor and administer the technical and functional aspects of system.

2. End user training that includes the use of a “train-the-trainer” approach accompanied by computer-based training, both web-based and onsite.

All training materials shall be provided in both electronic and hard copy formats for unlimited duplication by City. Training materials shall reflect the specific functionality of the system in City and all training sessions shall include specific skills required to support the functionality of the City’s system.

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

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

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

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

Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -11-
B0785-0001\3101340v2.doc

EXHIBIT B

COMPENSATION AND PAYMENT
City shall compensate Consultant in an amount not to exceed Four Hundred Thousand Dollars ($400,000) at the rates set forth in this Exhibit. In no event shall the total amount of the Agreement exceed Four Hundred Thousand Dollars ($400,000).

Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E -12
-
B0785-0001\3101340v2.doc
Docusign Envelope ID: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E Certificate Of Completion
Envelope Id: DB85D2E0-DF7A-4C90-978A-0B0C0E23FB9E Status: Sent Subject: June 17, 2025 Council Meeting: Metasource
Source Envelope:

Document Pages: 12 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
5/12/2025 7:24:45 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Randy Powell
[email protected]
Vice President
MetaSource, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 2600:387:15:171b::5
Signed using mobile
Sent: 5/12/2025 7:28:48 AM
Viewed: 5/12/2025 8:31:15 AM
Signed: 5/12/2025 10:12:52 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: 5/12/2025 10:12:54 AM
Viewed: 5/12/2025 7:29:19 PM
Signed: 5/12/2025 7:29:42 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/12/2025 7:29:44 PM
Viewed: 5/13/2025 8:22:05 AM
Signed: 5/13/2025 8:22:16 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: 5/19/2025 8:19:33 AM
Viewed: 5/19/2025 8:40:16 AM
Signed: 5/19/2025 8:40:29 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 8:22:18 AM
Resent: 5/19/2025 8:40:30 AM
Viewed: 5/19/2025 1:37:22 PM
Signed: 5/19/2025 1:37:32 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: 5/19/2025 1:37:33 PM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/12/2025 7:28:49 AM
Envelope Updated Security Checked 5/19/2025 8:19:32 AM
Envelope Summary Events Status Timestamps
Envelope Updated Security Checked 5/19/2025 8:19:32 AM
Payment Events Status Timestamps
B0785-0001\3091928v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

UPTOWN SERVICES, LLC FOR INFORMATION TECHNOLOGY

CONSULTING SERVICES RELATED TO NETWORK

INFRASTRUCTURE
NAME OF CONSULTANT: Uptown Services, LLC
RESPONSIBLE PRINCIPAL OF CONSULTANT: Neil V. Shaw, President CONSULTANT’S ADDRESS: 7324 Cortez Lane
Boulder, CA 80303
Attention: Neil Shaw, President
CONSULTANT’S E.I.N./TAX I.D. NO.: 84-1559241
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: Not to exceed $350,000 (including
reimbursable expenses) as detailed in
Exhibit B, Schedule of Payment and Rates
Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

UPTOWN SERVICES, LLC FOR INFORMATION TECHNOLOGY

CONSULTING SERVICES RELATED TO NETWORK

INFRASTRUCTURE
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Uptown Services, LLC, (hereinafter called “CONSULTANT”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

Section 2. Time of Performance.

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

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

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
3 (c) Additional Services.

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

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

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

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

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

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

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

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

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
4 limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technical Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
5 (i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon thirty (30) calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

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

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

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

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

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

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
6 Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

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

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
7 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
CONSULTANT:

NEIL V SHAW
President
APPROVED AS TO FORM: APPROVED AS TO CONTENT
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F 8 B0785-0001\3091928v2.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall perform the following professional services in support of CITY’s fiber network:
• Outside Plant Field Engineering – Design camera and other enpoint applications as directed by CITY staff.
• Inside Plant Engineering – Design and implement final inside plant configurations for Coldwater, Rexford, La Cienega, and Roxbury sites.
• Installation Coordination – Collaborate with IT and Public Works staff to direct the required contract resources for a variety of network installation tasks. • Materials Management – Developing bill of materials for endpoint nstallations and ongoing tracking of materials, devices and equipment.
• System Repair Management – Tier 1 contact for system outages and repairs. • Facilities Locates – Ongoing location of CITY network assets tied to Dig Alert notices as it relates to new construction activity in CITY.
• General Network Planning – Ongoing planning efforts related to the GPON platform life cycle including, but not limited to software updates, equipment change-outs and system retirements.
• Network Documentation – Documentation of system characteristics based on certain changes and modifications to the GPON network throughout the backbone, distribution and inside plant systems.
• General Project Support – Support provided by CONSULTANT Principals Neil Shaw and Dave Stockton on weekly project calls, oversight of Randy Maestas, CONSULTANT Construction Manager activities and other targeted tasks assigned by CITY’s Project Manager in writing.

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

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

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

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

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
9 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the services set forth in this Agreement in an amount not to exceed Three Hundred Fifty Thousand Dollars ($350,000) (including reimbursable expenses) at the rates described in the following fee schedule:

Contracted Staffing Rates and Monthly Fee:

Tasks FY2025 / 2026
General Project Support by Principals Neil
Shaw and Dave Stockton
$5,000 per month
Full time hourly field support by Randy Maestas $140.40 per hour Estimated Annual Fees Not to Exceed $350,000
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

CITY will reimburse CONSULTANT for certain CITY Project Manager pre-approved expenses CONSULTANT reasonably incurs in the performance of the Agreement which includes travel expenses (in accordance with CITY’s Travel Policy, attached as Attachment 1 to this Exhibit B), and certain materials and equipment such as miscellaneous hardware, fiber wipes, field tools, fiber jumper assemblies, power supplies, patch cords, velcro straps, switches and cables.

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785-0001\3091928v2.doc
10 ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
11 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
12 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
13 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
14 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
15 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
16 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
17 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
18 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F B0785
-0001\3091928v2.doc
19 Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F

EXHIBIT C
B0785-0001\3091928v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F Certificate Of Completion
Envelope Id: D1B34CC4-AD6C-4A96-A6B5-DD7E4031496F Status: Sent Subject: June 30, 2025 Council Meeting: Agreement: Uptown Services, LLC Source Envelope:

Document Pages: 20 Signatures: 6 Envelope Originator:

Certificate Pages: 2 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
4/22/2025 10:22:43 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Neil V. Shaw
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 71.56.222.168
Sent: 4/22/2025 10:29:28 AM
Viewed: 4/22/2025 10:45:43 AM
Signed: 4/22/2025 11:05:23 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: 76.90.76.115
Signed using mobile
Sent: 4/22/2025 11:05:25 AM
Viewed: 4/22/2025 9:07:59 PM
Signed: 4/22/2025 9:08:49 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 4/22/2025 9:08:50 PM
Resent: 4/25/2025 9:07:17 AM
Viewed: 4/25/2025 9:36:03 AM
Signed: 4/25/2025 9:36:18 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: 4/25/2025 9:36:20 AM
Viewed: 4/26/2025 6:33:19 AM
Signed: 4/26/2025 6:33:27 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: 4/26/2025 6:33:29 AM
Resent: 4/29/2025 1:37:11 PM
Resent: 4/30/2025 8:18:57 AM
Resent: 5/5/2025 8:22:09 AM
Viewed: 5/8/2025 9:56:14 AM
Signed: 5/8/2025 9:56:32 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: 5/8/2025 9:56:35 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/22/2025 10:29:28 AM
Payment Events Status Timestamps
1 B0785-0001\3091330v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
VIDEO TO IP CONSULTING SERVICES, INC. RELATED TO THE
CITY’S IP VIDEO SYSTEMS
NAME OF CONSULTANT: Video to IP Consulting Services, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Timothy Conwell, President/Principal Consultant
CONSULTANT'S ADDRESS: 12813 129th Avenue N
Largo, FL 33774
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information Officer
CONSULTANT’S E.I.N./TAX I.D.: 35-2465511
COMMENCEMENT DATE: July, 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: An amount not to exceed $125,000, as detailed in Exhibit B
Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 2 B0785-0001\3091330v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND VIDEO
TO IP CONSULTING SERVICES, INC. RELATED TO THE CITY’S IP

VIDEO SYSTEMS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Video to IP Consulting Services, Inc. (hereinafter called "CONSULTANT").

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

B. CONSULTANT represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon issuance of a duly authorized purchase order from CITY.

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

Section 3. Compensation. CITY agrees to compensate CONSULTANT and CONSULTANT agrees to accept in full satisfaction for the Services required by this Agreement, the Consideration set forth above and more particularly described in Exhibit B, (“Schedule and Rates of Payment”), attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of CONSULTANT’s fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable). CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B. There shall be no reimbursement for travel related expenses.

Section 4. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent CONSULTANT. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 3 B0785-0001\3091330v2.doc
except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

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

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

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

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

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million Dollars ($1,000,000.00) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with at least minimum limits as required by California state law covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000.00) per claim and in the Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 4 B0785-0001\3091330v2.doc
aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against Consultant and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, its elected officials, officers, agents and employees, from any claim, liability or financial loss (including, without limitation, attorneys’ fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.

Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 5 B0785-0001\3091330v2.doc
(b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

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

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

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

Section 15. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

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

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 6 B0785-0001\3091330v2.doc
Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Attorneys’ Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

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

Section 20. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between the express or implied subject matter of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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

Section 22. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 23. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the _____ day of ____________ 202___, at Beverly Hills, California.

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

HUMA AHMED
City Clerk
Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 7 B0785-0001\3091330v2.doc
CONSULTANT: VIDEO TO IP
CONSULTING SERVICES, INC.

TIMOTHY CONWELL
President and Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER
City Attorney

NANCY HUNT-COFFEY
City Manager

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 -8-
B0785-0001\3091330v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall provide information technology consulting services related to CITY’s computing infrastructure, including hardware, software and related equipment in support of the CITY’s IP video systems. CONSULTANT shall provide the Services as directed by CITY on an as-needed basis. The Services shall include the following:
(i) Consult and review of best practices for IP video convergence; (ii) Plan and implement IP video based network infrastructure; (iii) Provide best practices guidelines for video evidence storage and retrieval; (iv) Provide short term and long term project coordination; (v) Draft individual scopes of work for projects of varying sizes and levels of complexity which details the tasks and provide cost estimates;
(vi) Analyze and identify technical areas of improvement within existing systems; (vii) Provide systems testing, training and application support. (viii) If CITY identifies an issue or problem that requires consulting services, CONSULTANT shall conduct research, propose one or more solutions, document and present the solutions to CITY in writing so CITY can determine how to proceed. (ix) Provide written reports to CITY as required by CITY.

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

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

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

Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 -9-
B0785-0001\3091330v2.doc
C. CONSULTANT shall notify their CITY Responsible Principal and the Risk Manager immediately upon learning that an employee who was working onsite at a CITY facility has been diagnosed with COVID-19 or any infectious disease.

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

Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 10 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall pay CONSULTANT compensation at a blended rate of One Hundred Forty-Five Dollars ($145.00) per hour for scheduled service during normal business hours. The total sum paid to CONSULTANT shall not exceed the amount of One Hundred Twenty-Five Thousand Dollars ($125,000.00), as set forth in the purchase order issued by CITY for all the Services to be provided pursuant to this Agreement.

Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 11 EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

EXPIRATION
DATE B.I. LIMITS
P.D. AGGREGATE

AUTOMOBILE LIABILITY

GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

BLANKET

CONTRACTUAL

CONSULTANT'S

PROTECTIVE

PERSONAL INJURY

EXCESS LIABILITY

WORKER'S

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

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 Docusign Envelope ID: DA814184-2E73-440F-BA42-364C2E1D1C55 Certificate Of Completion
Envelope Id: DA814184-2E73-440F-BA42-364C2E1D1C55 Status: Sent Subject: June 30, 2025 Council Meeting: Agreement: Video to IP Consulting Services, Inc. - FY25-26.pdf Source Envelope:

Document Pages: 12 Signatures: 5 Envelope Originator:

Certificate Pages: 2 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
4/22/2025 9:40:47 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Timothy Conwell
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.205.198.194
Sent: 4/22/2025 9:48:38 AM
Resent: 4/25/2025 9:07:22 AM
Resent: 4/28/2025 8:26:42 AM
Resent: 4/29/2025 1:37:09 PM
Viewed: 5/2/2025 2:48:10 PM
Signed: 5/2/2025 2:48:37 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: 5/2/2025 2:48:39 PM
Viewed: 5/2/2025 2:52:11 PM
Signed: 5/2/2025 2:52:27 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 5/2/2025 2:52:29 PM
Resent: 5/5/2025 8:21:56 AM
Viewed: 5/5/2025 8:35:35 AM
Signed: 5/5/2025 8:35:44 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: 5/5/2025 8:35:45 AM
Viewed: 5/5/2025 8:38:49 AM
Signed: 5/5/2025 8:38:58 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: 5/5/2025 8:38:59 AM
Viewed: 5/8/2025 10:10:00 AM
Signed: 5/8/2025 10:10:07 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: 5/8/2025 10:10:09 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/22/2025 9:48:38 AM
Payment Events Status Timestamps
-1-
B0785-0001\3112084v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND XENOPHON A. GIKAS JR. DBA COMMGEEK TECH

SERVICES LLC FOR PROJECT CONSULTING SERVICES

FOR PUBLIC SAFETY TECHNOLOGY INITIATIVES
NAME OF CONSULTANT: Xenophon A. Gikas Jr. dba CommGeek
Tech Services LLC
RESPONSIBLE PRINCIPAL OF CONSULTANT: Xenophon A. Gikas Jr.

CONSULTANT’S ADDRESS: 24307 Magic Mountain Pkwy, Suite 432 Valencia, CA 91355
Attention: Xenophon A. Gikas Jr.

CONSULTANT’S E.I.N./TAX I.D. NO.: 93-3213424
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026
CONSIDERATION: Not to exceed $240,000.00 (includes
applicable taxes) as more fully described in
Exhibit B
Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 2 B0785-0001\3112084v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND XENOPHON A. GIKAS JR. DBA COMMGEEK TECH

SERVICES LLC FOR PROJECT CONSULTING SERVICES

FOR PUBLIC SAFETY TECHNOLOGY INITIATIVES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Xenophon A. Gikas. Jr. dba CommGeek Tech Services LLC (hereinafter called “CONSULTANT”).

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

B. CONSULTANT represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

Section 2. Time of Performance.

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

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

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 3 B0785-0001\3112084v1.doc
(c) Additional Services.

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

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

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

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

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

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

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

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

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

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

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 4 B0785-0001\3112084v1.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with at least minimum limits as required by California state law covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.
(3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance
A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 5 B0785-0001\3112084v1.doc
Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT under this section shall survive termination or expiration of the agreement.

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

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

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

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

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 6 B0785-0001\3112084v1.doc
or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination underthisAgreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations).

CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

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

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 -7-
B0785-0001\3112084v1.doc
California.

EXECUTED the day of 20 , at Beverly Hills,

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:

XENOPHON A. GIKAS JR.

President

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 -8-
B0785-0001\3112084v1.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONSULTANT shall provide project consulting services (hereinafter referred to as the “Services”) related to the Public Safety Technology Initiative – Fire Technology Projects -Phase 1 (hereinafter referred to as “Phase 1”). Tasks shall be related to any of the following: project management for overall Phase 1 requirements, design and implementation of systems, procedure enhancements, project coordination for acceptance testing, remediation, training, and Go-Live. CONSULTANT shall provide the Services as directed by CITY in writing on an as-needed basis. The Services shall include the following (in more detail):

A. Public Safety Systems Consulting and Project Management 1) Manage project with an Agile Methodology to ensure alignment, coordination and delivery of desired outcomes across all Phase 1 activities.
2) Support configuration, testing, training, and launch of Fire Station Toning System. 3) Support installation, training and launch of Fire Mobile Computer Added Dispatch (hereinafter referred to as “CAD”) application.
4) Manage configuration, training, and installation of Fire Mobile Data Terminals (hereinafter referred to as MDTs).
5) Manage configuration, training and installation of apparatus cameras. 6) Develop and improve requirements that ensure optimal use of existing systems. 7) Coordinate technology review and Request for Information and Proposal process that ensures vendor selection and contracts align with current and future phase goals and outcomes.
8) Liaison between Information Technology and CITY Fire department project teams; coordinate between and across project teams, vendors and other stakeholders. 9) Provide project status and periodic report-out to CITY’s Chief Information Officer, Fire Chief, and Phase 1 Steering Committee.

B. Consulting Services to Support Adoption, Sustainment and Future Phase Readiness 1) Engage and integrate best practices and lessons learned by other fire technology implementations and the research and reporting from Department of Justice supported initiatives.
2) Design and develop process and procedures for Phase 1 capabilities: ensure optimal use and information flow across existing systems and positions. 3) Go-Live activities to include training and hyper-care for systems and CITY staff. 4) Identify, engage and cultivate grant funding strategy and opportunities.

II.
5) Capture and refine future phase concepts and requirements.

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

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 9 B0785-0001\3112084v1.doc
B. CONSULTANT shall advise employees who have any symptoms of COVID-19, the common cold, influenza or infectious disease not to report to work.

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

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

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 10 B0785-0001\3112084v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the work as described in Exhibit A in an amount not to exceed Two Hundred Forty Thousand Dollars ($240,000), which shall include CONSULTANT’s fee for the Services as well as reimbursement for the actual cost of any equipment, materials and supplies necessary to provide the Services, including labor, materials, delivery, tax, assembly and installation, as applicable.

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

Resource Category Hourly Rate
Principal Consultant $131.90
Principal Project Manager $131.90
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the Services performed pursuant to this Agreement. Each invoice shall itemize the Services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 11 B0785-0001\3112084v1.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY

COVERAGE
POLICY EXPIRATION B.I. LIMITS AGGREGATE
(A. B. C.) NUMBER DATE P.D.
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 Certificate Of Completion
Envelope Id: 16A4255A-3A13-4EC2-AA58-5A9AF66435C0 Status: Sent Subject: June 17, 2025 Council Meeting: XENOPHON A. GIKAS JR. DBA COMMGEEK TECH SERVICES LLC (2025-2026).pdf Source Envelope:

Document Pages: 11 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
5/19/2025 8:10:48 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Xenophon A. Gikas Jr.
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 185.223.152.95
Signed using mobile
Sent: 5/19/2025 8:18:12 AM
Viewed: 5/20/2025 9:32:04 AM
Signed: 5/20/2025 9:35:56 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: 172.116.62.172
Signed using mobile
Sent: 5/20/2025 9:35:58 AM
Resent: 5/21/2025 11:16:29 AM
Resent: 5/27/2025 7:33:18 AM
Resent: 5/27/2025 11:40:19 AM
Resent: 5/29/2025 7:37:19 AM
Resent: 5/29/2025 3:04:14 PM
Resent: 6/2/2025 7:27:32 AM
Resent: 6/2/2025 10:02:32 AM
Viewed: 6/2/2025 11:04:15 AM
Signed: 6/2/2025 11:04:34 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 6/2/2025 11:04:36 AM
Viewed: 6/2/2025 11:06:07 AM
Signed: 6/2/2025 11:06:16 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: 174.204.194.118
Signed using mobile
Sent: 6/2/2025 11:06:17 AM
Resent: 6/3/2025 10:17:55 AM
Viewed: 6/4/2025 2:45:44 PM
Signed: 6/4/2025 2:45:54 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 6/4/2025 2:45:56 PM
Viewed: 6/10/2025 4:13:56 PM
Signed: 6/10/2025 4:14:05 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)
Sent: 6/10/2025 4:14:07 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
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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/19/2025 8:18:12 AM
Envelope Updated Security Checked 6/2/2025 10:02:31 AM
Envelope Summary Events Status Timestamps
Envelope Updated Security Checked 6/2/2025 10:02:31 AM
Payment Events Status Timestamps
1 B0785-0001\3101060v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
COMMLINE INC. FOR RADIO CONSULTING SERVICES AND RELATED

EQUIPMENT
NAME OF CONSULTANT: Commline Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

CONSULTANT'S ADDRESS:

CONSULTANT’S E.I.N/TAX I.D. NO.:

CITY'S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

James Jun, President
13700 Cimarron Ave.

Gardena, CA 90249
95-4788314
City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information Officer
July 1, 2025
June 30, 2026, unless sooner terminated pursuant
to Section 13
An amount not to exceed $150,000 as detailed in
Exhibit B
Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 2 B0785-0001\3101060v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
COMMLINE INC. FOR RADIO CONSULTING SERVICES AND RELATED

EQUIPMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Commline Inc. (hereinafter called "CONSULTANT").

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

B. CONSULTANT represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation. CITY agrees to compensate CONSULTANT and CONSULTANT agrees to accept in full satisfaction for such services required by this Agreement, the Consideration set forth above and more particularly described in Exhibit B, (“Schedule and Rates of Payment”), attached hereto and incorporated herein by this reference.

Said Consideration shall constitute reimbursement of CONSULTANT’s fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable).

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

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 3 B0785-0001\3101060v2.doc
herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

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

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

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

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

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

Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 4 B0785-0001\3101060v2.doc
(3) Workers' compensation insurance as required by the State of California.
(4) A policy or policies of Professional/Technology Liability Insurance and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability and vehicle liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 5 B0785-0001\3101060v2.doc
claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) All duties of CONSULTANT under this section shall survive termination or expiration of the Agreement.

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

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

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

Section 15. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

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

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 6 B0785-0001\3101060v2.doc
age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

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

Section 20. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures Follow]
Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 7 B0785-0001\3101060v2.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
CONSULTANT:

COMMLINE INC.

JEFF FUKASAWA
Vice President

JAMES JUN
CEO & Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 8 B0785-0001\3101060v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following Services:

CONSULTANT shall provide, to the full satisfaction of CITY, consulting services related to CITY’s Motorola radios on an as needed basis to meet CITY's ongoing needs.

For each requested engagement, CONSULTANT shall submit a written scope of work which shall include a breakdown of all costs and warranties to CITY's authorized representative for written approval, acceptance and authorization to proceed.

CONSULTANT shall provide a full one year warranty on all products and workmanship. All work shall be performed in accordance with State and local laws.

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

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

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

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

Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 9 B0785-0001\3101060v2.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT in an amount not to exceed One Hundred Fifty Thousand Dollars ($150,000.00) for the Services provided under this Agreement at the rates set forth below.

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

Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F 10 B0785-0001\3101060v2.doc

EXHIBIT C

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

ADDRESS B.

C.

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

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

PROD CTS/COM LETED

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

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

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

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

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

DATE : BY :

Authorized Insurance Representative
TITLE :

AGENCY : Address :

Docusign Envelope ID: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F Certificate Of Completion
Envelope Id: A8DCEFF4-DC68-4E41-B5BE-5987EA94D06F Status: Sent Subject: Complete with Docusign: CLEAN - Agreement - Commline Inc. (2025-2026) (2).pdf Source Envelope:

Document Pages: 10 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.164
Record Tracking
Status: Original
6/5/2025 9:35:03 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
James Jun
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 47.150.35.200
Sent: 6/5/2025 9:42:57 AM
Viewed: 6/8/2025 1:17:43 PM
Signed: 6/8/2025 1:18:03 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jeff Fukasawa
[email protected]
Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.197.72.245
Signed using mobile
Sent: 6/8/2025 1:18:05 PM
Viewed: 6/8/2025 11:54:06 PM
Signed: 6/8/2025 11:54:17 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:
2603:8000:fe01:9872:a89f:2bd8:7036:aa81
Signed using mobile
Sent: 6/8/2025 11:54:18 PM
Viewed: 6/9/2025 12:02:21 AM
Signed: 6/9/2025 12:02:44 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 6/9/2025 12:02:46 AM
Viewed: 6/9/2025 8:30:57 AM
Signed: 6/9/2025 8:31:08 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: 98.184.236.251
Signed using mobile
Sent: 6/9/2025 8:31:10 AM
Viewed: 6/9/2025 11:11:13 AM
Signed: 6/9/2025 11:11:24 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 6/9/2025 11:11:26 AM
Viewed: 6/10/2025 2:56:24 PM
Signed: 6/10/2025 2:56:32 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: 6/10/2025 2:56:34 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/5/2025 9:42:57 AM
Payment Events Status Timestamps
B0785-0001\3112666v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BREAKTHROUGH SPORTS LLC FOR SWIM AND
RECREATIONAL INSTRUCTION THROUGH THE CITY’S

COMMUNITY SERVICES DEPARTMENT
NAME OF VENDOR: Breakthrough Sports LLC
VENDOR’S ADDRESS: 24605 Summerland Circle
Laguna Niguel, CA 92677
Attention: Champ Baginski, Chief Marketing Officer
VENDOR’S E.I.N/TAX I.D. NO.: 83-2275109
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Stephanie Harris, Director of Community
Services
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026 (unless extended pursuant to Section 2)
CONSIDERATION: Not to exceed:

Fiscal Year (“FY”) 2025-26: $200,000.00
FY 2026-27: $200,000.00, if extended
FY 2027-28: $200,000.00, if extended
Not to exceed $600,000.00, based on the rates set
forth in section 3 of the Agreement
Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 2 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BREAKTHROUGH SPORTS LLC FOR SWIM AND
RECREATIONAL INSTRUCTION THROUGH THE CITY’S

COMMUNITY SERVICES DEPARTMENT
THIS AGREEMENT is made as of the Commencement Date set forth above, by and between the City of Beverly Hills, a municipal corporation (hereinafter called “CITY”), and Breakthrough Sports LLC, an instructor (hereinafter called “VENDOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. VENDOR’s Services.
(a) VENDOR shall perform the Scope of Services described in Exhibit A, attached hereto and incorporated herein, to the full satisfaction of CITY. (b) VENDOR shall acquire, repair and maintain at its sole cost and expense such equipment as VENDOR requires for its use to conduct the services required by this Agreement.
(c) VENDOR shall supply at its sole cost and expense any instructional materials, supplies, handouts, books and photocopying VENDOR may require for the conduct of the services required by this Agreement.
(d) VENDOR is solely responsible for the hiring, training, supervision and compensation of substitutes or assistants required for the conduct of the services under this Agreement.

Section 2. Time of Performance. VENDOR shall commence its Services under this Agreement upon the Commencement Date. VENDOR shall perform the Services on or by the Termination Date set forth on the cover page hereof. The City Manager or their designee may extend the Time of Performance in writing for two additional one-year periods pursuant to the same terms and conditions as this Agreement.

Section 3. Compensation.
(a) In Person Class/Camp. CITY shall pay VENDOR at the rate of seventy percent (70%) of an amount to be based on the CITY resident rate multiplied by the number of registrants of the class and/or camp provided by VENDOR for CITY under this Agreement.

Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 3 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
(b) Recorded Classes. VENDOR shall be compensated Fifty Dollars ($50.00) for each thirty (30) minute video recorded by VENDOR pursuant to this Agreement, One Hundred Dollars ($100.00) for each sixty (60) minute video, and Two Hundred Dollars ($200.00) for ninety (90) minutes of content for any combination of thirty (30) and/or sixty (60) minute videos.

VENDOR will not be compensated for exceeding thirty or sixty minutes of video content. CITY shall determine the number of videos required for each session and the schedule of recordings. (c) Drop-In Classes. CITY shall pay VENDOR for Drop-in Program instruction at the rate of Thirty Dollars ($30.00) per class provided by VENDOR for CITY under this agreement
(d) VENDOR is required to meet the minimum enrollment threshold no later than eight (8) business days prior to the first scheduled class session. A minimum enrollment of fifty percent (50%) of the class capacity is required for the program to proceed. If this minimum is not met by the stated deadline, the CITY reserves the right to cancel the class at its discretion. (e) VENDOR shall submit an invoice to the CITY within seven (7) business days following the last day of classes/camp offered. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

Section 4. Independent Contractor. VENDOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of VENDOR or any of VENDOR’s employees, except as herein set forth. VENDOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 5. Assignment. This Agreement shall not be assigned in whole or in part by VENDOR without the prior written consent of City Manager. Any attempt by VENDOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 6. Responsible Principal.
(a) VENDOR’s Responsible Principal set forth above shall be principally responsible for VENDOR's obligations under this Agreement and shall serve as principal liaison between CITY and VENDOR. Designation of another Responsible Principal by VENDOR shall not be made without the prior written consent of CITY.
(b) CITY’s Responsible Principal shall be the City Manager or her designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 7. Personnel.
(a) VENDOR represents that all of the services required under this Agreement shall be performed by VENDOR. VENDOR further represents that it is qualified to perform such services.
(b) If the services provided under this Agreement involve minors under the age of 18, the VENDOR and the VENDOR’s personnel shall undergo fingerprinting at the VENDOR’s expense. The results of the fingerprinting shall be submitted to the CITY prior to the commencement of any services involving minors. If VENDOR or any VENDOR personnel have Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 4 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
been convicted of a misdemeanor or felony involving moral turpitude according to the DOJ report, CITY may terminate this Agreement immediately.

Section 8.Interests of VENDOR. VENDOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with VENDOR.

Section 9. Insurance.
(a) VENDOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by VENDOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by VENDOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) VENDOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) VENDOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at VENDOR’S expense, the premium thereon.
(e) At all times during the term of this Agreement, VENDOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit B, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. VENDOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming CITY as an additional insured. (f) VENDOR shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement.

Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 5 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
(g) The insurance provided by VENDOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, VENDOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or VENDOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against VENDOR and its insurance carriers.

Section 10. Indemnification.

If Location of Class is on Beverly Hills Unified School District Property, VENDOR agrees to indemnify, hold harmless and defend CITY, the Beverly Hills Unified School District (“DISTRICT”), City Council and each member thereof, and every officer, employee and agent of CITY and DISTRICT, from any claim, liability or financial loss (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of VENDOR or any person employed by VENDOR in the performance of this Agreement.

If Location of Class is on CITY Property, VENDOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorneys fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of VENDOR or any person employed by VENDOR in the performance of this Agreement.

Section 11. Termination.
(a) CITY may cancel this Agreement at any time upon five (5) days written notice to VENDOR. VENDOR agrees to cease all work under this Agreement on or before the effective date of such notice.
(b) VENDOR may cancel this Agreement at any time upon five (5) days written notice to CITY. After such effective date, VENDOR shall continue providing, to the conclusion of the session, any course and/or camp that began prior to the effective date of termination. Such performance shall be subject to the terms of this Agreement. (c) In the event of termination or cancellation of this Agreement by CITY or VENDOR, due to no fault or failure of performance by VENDOR, VENDOR shall be paid full compensation for all services performed by VENDOR, in an amount to be determined as follows:

For work done in accordance with all of the terms and provisions of this Agreement, VENDOR shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid VENDOR for the full performance of the services required by this Agreement.

Section 12. Records Retention and Examination. VENDOR shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 6 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. VENDOR shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. VENDOR shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, VENDOR shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained. VENDOR must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 13. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 14. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 15. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and VENDOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and VENDOR.

Section 16. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between the express or implied subject matters of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 17. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 18. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than VENDOR.

Section 19. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures on following page.]
Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 7 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the ______ day of _____________________, 20___, at Beverly Hills, California.

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

HUMA AHMED
City Clerk
VENDOR: Breakthrough Sports LLC
_________________________________

CHAMP BAGINSKI
Chief Marketing Officer
_________________________________

FRANCOIS HARRIS
Director of Aquatics
APPROVED AS TO FORM:
________________________________
LAURENCE S. WIENER
City Attorney
[Signatures continue on following page.]
Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 8 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
APPROVED AS TO CONTENT:
________________________________

NANCY HUNT-COFFEY
City Manager
________________________________

STEPHANIE HARRIS
Director of Community Services
________________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
________________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 9 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc

EXHIBIT A

SCOPE OF SERVICES
VENDOR shall provide aquatics and other recreational programs for CITY’s Community Services Department on DISTRICT and/or CITY property in accordance with a schedule approved by CITY in writing.

VENDOR shall provide instruction for after-school classes and/or summer camp activities which shall occur at locations and on a schedule approved by CITY in writing. The schedule is subject to change by CITY, which may reschedule or cancel any or all classes at its sole discretion. Other than as necessary to meet the needs of students and program participants, VENDOR shall set its own schedule, hours (including any time for preparation) and location of work.

VENDOR has experience and training in providing the services and instruction outlined in this Scope of Services. CITY lacks this experience and training and is not qualified to determine the methods and means to be employed in providing such services. CITY is only interested in the results to be achieved. As a result, VENDOR shall be solely responsible for determining the outline and content of instruction provided under this Agreement. VENDOR shall be solely responsible for determining the instructional methods and means to be used for all instruction under this Agreement and in determining manner by which services will be provided.

VENDOR retains the right to provide similar services, including recreation classes, for other cities, special districts or private entities or to provide its services directly to the general public.

CITY reserves the right to hire additional vendors who provide the same or similar classes as described in this Agreement.

Prior to the advertising of a class in a CITY brochure or flyer, VENDOR shall notify CITY in writing of the minimum and maximum number of registrants for each class provided through CITY’s Community Services department. CITY reserves the right to cancel classes as provided in this Exhibit, or terminate the Agreement pursuant to Section 10 of the Agreement if CITY cannot provide appropriate accommodations for VENDOR’s classes. VENDOR shall also observe all city, state, and federal regulations including fire code regulations such as complying with the maximum occupancy requirements of the room/facility utilized by VENDOR in performing the services required by the Agreement.

Materials Fees
If VENDOR requires a materials fee, an itemized list of materials along with the projected cost of each item shall be provided to CITY staff in writing for pre-approval prior to the advertising of the materials fee. Any increase to the materials fee shall be pre-approved by CITY staff in writing, and shall not be more than 5% of the fee previously advertised. Materials fees shall never be used to supplement VENDOR’s profits, compensation, or be used for any purpose other than to purchase materials listed on the pre-approved materials list. If classes are cancelled for any reason, the materials fee shall be reimbursed by VENDOR to the participants in full. If materials have been purchased at the time of cancellation, VENDOR shall provide a partial refund and provide an itemized list of items (with receipts) purchased to CITY staff for approval.

CITY’s registration office (“BH Reg”) will be registered as a non-paid participant in every course to ensure VENDOR’s receipt of “Rec1” email communications. BH Reg’s registration will not affect VENDOR’s compensation under the Agreement. VENDOR may use the Rec1 system Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 10 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
information for purposes of the class or camp which is the subject of the Agreement. VENDOR is prohibited from using or disseminating the information contained in the Rec1 system for any other purpose. VENDOR may collect contact information from participants. CITY will not provide participant contact information to VENDOR for any reason.

CITY Brochure and Advertising:

VENDOR shall provide CITY with classes/programs to be publicized in CITY’s Community Services department quarterly brochure within CITY’s production schedule. VENDOR is responsible for submitting, on a quarterly basis, VENDOR’s updated class information to be advertised in the brochure. Failure to do so within the production schedule provided by CITY staff to VENDOR in writing will result in class information not being advertised in the brochure. If feasible, CITY staff will provide VENDOR with a draft of the brochure to confirm accuracy of the information. VENDOR shall respond and inform CITY staff of any changes within the provided brochure production schedule. Information that is not confirmed by the VENDOR within the production schedule will be subject to CITY staff edits which may not guarantee accuracy.

Communication with DISTRICT
VENDOR shall not communicate with any DISTRICT staff regarding CITY’s policies and procedures. VENDOR shall communicate any issues or concerns to CITY staff designee (JPA Liaison, Recreation Services Manager, Recreation Coordinator, Recreation Supervisor or Senior Recreation Supervisor). If VENDOR is approached by DISTRICT staff regarding any issues pertaining to VENDOR’s program, VENDOR shall direct any and all inquiries to CITY staff.

VENDOR shall never act as an agent, liaison or representative of CITY, or make any decisions on behalf of CITY.

Reservation of Space
CITY works to reserve space at CITY facilities for VENDOR’s use that will accommodate the projected number of participants. VENDOR understands there are restrictions on reservation of areas due to shared spaces and other limitations. VENDOR shall abide by the occupancy limits set by CITY’s Fire Department and as posted in
the particular space occupied. VENDOR may incur a facility rental fee for space requirements outside of the class program scope . VENDOR will coordinate directly with CITY staff regarding space usage, issues, concerns, etc., for DISTRICT programs rather than with DISTRICT staff.

Code of Conduct
CITY promotes civility and positive human relations in all aspects of community life. All vendors are obligated to uphold CITY’s civility practice by demonstrating respect and positive civic behavior while performing services under the Agreement.

Emergencies
VENDOR shall follow all CITY protocols to ensure the safety of all participants, CITY employees, Beverly Hills Unified School District employees, patrons, and all others on program sites. In the event of an emergency, VENDOR shall contact CITY and the registrant provided Emergency Contact immediately. For purposes of this Agreement, “emergency” shall include, without limitation, injury to a child, building hazard(s), natural disasters, theft of property, lost child, and any illness of a child. In the event of parent complaints, VENDOR shall contact CITY immediately.

Within an hour of the incident, VENDOR shall email CITY staff a report detailing the emergency situation and/or parent complaints, the parties involved, what steps were taken and any follow up steps and/or procedures (if applicable) needed.

Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 11 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc
Infectious Disease
A. CONSULTANT shall be required to know and adhere to the California Occupational Safety and Health Act of 1973 (“CalOSHA”) COVID-19 Prevention Non-Emergency Regulations, the California Department of Public Health orders and all state, federal and local regulations regarding COVID-19 and other infectious diseases that may pose a risk to public health.

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

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

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

Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 12 CS.MG.10APRIL2025.V11647
B0785-0001\3112666v1.doc

EXHIBIT B

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

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATIO
N
DATE
B.I.

LIMITS
P.D. AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S

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

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

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

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

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

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

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

Docusign Envelope ID: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 Certificate Of Completion
Envelope Id: 8B04BA53-4321-4B5A-A107-9EAECD53A2F2 Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Breakthrough Sports LLC (2025).pdf Source Envelope:

Document Pages: 12 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Guillermo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
Record Tracking
Status: Original
5/15/2025 3:50:25 PM
Holder: Michelle Guillermo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Champ Baginski
[email protected]
X
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:3610:5a4f:99af:1ddc:1155:6520
Sent: 5/15/2025 4:13:13 PM
Viewed: 5/15/2025 4:18:45 PM
Signed: 5/15/2025 4:18:58 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Francois Harris
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2603:8001:2240:36bc:b989:a326:adfb:ee50
Sent: 5/15/2025 4:13:13 PM
Viewed: 5/17/2025 6:41:36 AM
Signed: 5/17/2025 6:43:57 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Laurence S. Wiener
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.233.201
Sent: 5/17/2025 6:43:59 AM
Viewed: 5/18/2025 1:42:59 PM
Signed: 5/18/2025 1:44:22 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Stephanie Harris
[email protected]
Director of Community Services
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2603:8001:8001:7add:c4ca:f92:cfdc:68a
Sent: 5/18/2025 1:44:24 PM
Viewed: 5/19/2025 8:26:26 AM
Signed: 5/19/2025 8:27:19 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: 5/19/2025 8:27:20 AM
Resent: 5/19/2025 8:37:01 AM
Viewed: 5/19/2025 1:39:43 PM
Signed: 5/19/2025 1:39:52 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: 5/19/2025 8:27:21 AM
Resent: 5/19/2025 8:37:02 AM
Viewed: 5/19/2025 8:39:59 AM
Signed: 5/19/2025 8:40:08 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: 5/19/2025 1:39:54 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
Carbon Copy Events Status Timestamp
Michael Muse
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/15/2025 4:13:13 PM
Viewed: 5/15/2025 5:43:14 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shani Parker
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/17/2025 6:43:58 AM
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/15/2025 4:13:13 PM
Payment Events Status Timestamps
1 B0785-0001\3112948v8.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ANTHONY LENNON DBA CORPORATE EVENT SPECIALISTS
INC. FOR THE RENTAL OF AUDIO AND VISUAL EQUIPMENT

AND TECHNICAL SERVICES FOR SPECIAL EVENTS
THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT
NAME OF CONTRACTOR: Anthony Lennon dba Corporate Event
Specialists Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Anthony Lennon, Chief Operating Officer CONTRACTOR’S ADDRESS: 24307 Magic Mountain Parkway, Suite 267 Valencia, CA 91355
Attention: Anthony Lennon, Chief Operating
Officer
CONTRACTOR’S E.I.N/TAX I.D. NO.: 99-4806993
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Stephanie Harris, Director of
Community Services
COMMENCEMENT DATE: July 1, 2025
TERMINATION DATE: June 30, 2026, unless extended pursuant to Section 2
CONSIDERATION: Not to exceed $250,000.00, as more
particularaly described in Exhibit B
Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 2 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ANTHONY LENNON DBA CORPORATE EVENT SPECIALISTS
INC. FOR THE RENTAL OF AUDIO AND VISUAL EQUIPMENT

AND TECHNICAL SERVICES FOR SPECIAL EVENTS
THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Anthony Lennon dba Corporate Event Specialists Inc. (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

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

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

Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 3 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

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

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

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

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

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

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

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

Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 4 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONTRACTOR shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 5 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.doc
CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR under this section shall survive termination or expiration of the Agreement.

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

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

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

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

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

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

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 6 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.doc
(Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. (Signatures on next page)
Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 7 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.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
VENDOR: Corporate Event Specialists Inc.
_________________________________

ANTHONY LENNON
Chief Operating Officer
_________________________________

LESLIE GUTIERREZ
Treasurer
APPROVED AS TO FORM:
________________________________
LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:
________________________________

NANCY HUNT-COFFEY
City Manager
________________________________

STEPHANIE HARRIS
Director of Community Services
________________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
________________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 9AEF12A4-9B66-4EA6-ACC2-4A226564B95D 8 CS.MG.25APRIL2025.V14532
B0785-0001\3112948v8.doc

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CONTRACTOR shall perform the following services to the full satisfaction of CITY, in accordance with CITY’s direction, for CITY events selected by CITY: load-in, strike, and removal of technical equipment, including, but not limited to, amplifiers, monitors, microphones, stands, musical instruments, spotlights, stage lighting, and boom poles.

At CITY’s written request, CONTRACTOR shall provide services for the following CITY events:

Concerts on Canon, the Art Show, Catskills Summer Camp, and other CITY-sponsored events selected by CITY.

CITY shall provide CONTRACTOR with a written request specifying the type and quantity of equipment required for each event. Additionally, CITY shall furnish CONTRACTOR with the dates, times, and locations for each event in writing, no less than three (3) weeks prior to the scheduled event date. CONTRACTOR shall provide a written proposal to CITY within three business days of the request which specifies the equipment, services, costs and rates to be provided for each event. Each proposal is subject to the prior written approval of the Director of Community Services or her designee.