ITEM D-8 — Beverly Hills City Council, June 9, 2026 (part 2 of 2)

Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -10-
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ii. Documentation: Consultant shall develop documentation to support City’s business processes. At a minimum, Consultant shall provide City with the following:

1. User documentation

2. Configuration documentation

3. Interface documentation

4. System administration manuals

5. Application software tutorials

6. System documentation
All user documentation, including application and interface documentation, help documentation and software tutorials should be available online and accessible from within the relevant application. Additionally, Consultant shall provide sufficient copies of each type of user documentation.
iii. Testing: Consultant shall provide adequate provisions for functional, performance and reliability testing. City requires Consultant involvement in the development and execution of all test plans to ensure that the customizations and integrations deliver the expected results.
iv. Training: Consultant shall provide the following as needed types of training programs:

1. Administrator training that includes all knowledge transfer activities necessary to enable City staff to configure, tailor, monitor and administer the technical and functional aspects of system.

2. End user training that includes the use of a “train-the-trainer” approach accompanied by computer-based training, both web-based and onsite.

All training materials shall be provided in both electronic and hard copy formats for unlimited duplication by City. Training materials shall reflect the specific functionality of the system in City and all training sessions shall include specific skills required to support the functionality of the City’s system.

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EXHIBIT B

COMPENSATION AND PAYMENT
City shall compensate Consultant in an amount not to exceed Two Hundred Thousand Dollars ($200,000) at the rates set forth in this Exhibit. In no event shall the total amount of the Agreement exceed Two Hundred Thousand Dollars ($200,000).

CONSULTANT shall notify CITY in writing of any changes to the Scope of Work and must be mutually agreed upon in writing by both parties.

Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 Certificate Of Completion
Envelope Id: 6A31B80C-9188-426D-B324-C300B8890A47 Status: Sent Subject: Complete with Docusign: Agreement - Metasource, LLC (FY26_27) (2).pdf Source Envelope:

Document Pages: 11 Signatures: 5 Envelope Originator:

Certificate Pages: 2 Initials: 0 Raminta Ivanilova
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455 N. Rexford Drive
Beverly Hills, CA 90210
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5/11/2026 2:51:04 PM
Holder: Raminta Ivanilova
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Randy Powell
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Deborah Hakman For:
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David Schirmer
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city of beverly hills
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Sharon L'Heureux Dressel
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Risk Manager
Sharon Dressel
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Anthony Rodstein
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Purchasing Services Manager
City of Beverly Hills (Finance Department)
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Nancy Hunt Coffey
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Craig A. Corman
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1 CS.MG.24APRIL26.V882
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

PARKER-ANDERSON LEARNING CENTER FOR YOUTH
INSTRUCTION THROUGH THE CITY’S COMMUNITY SERVICES

DEPARTMENT
NAME OF VENDOR: Parker-Anderson Learning Center
VENDOR’S ADDRESS: 16526 Arminta St.

Van Nuys, CA 91406
Attention: Mara Lux, Director of Operations
VENDOR’S E.I.N/TAX I.D. NO.: 34-2056683
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, 2026
TERMINATION DATE: June 30, 2027, unless extended pursuant to Section 2
CONSIDERATION: Fiscal Year (“FY”) 2026-27: $150,000.00
FY 2027-28: $150,000.00, if extended
FY 2028-29: $150,000.00, if extended
Not to exceed $450,000.00 as described in
section 3 of the Agreement
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

PARKER-ANDERSON LEARNING CENTER FOR YOUTH
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 Parker-Anderson Learning Center, 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/Virtual Class and/or Camp
CITY shall pay VENDOR at the rate of Sixty-Five percent (65%) of an amount to be based on the CITY resident rate multiplied by the number of registrants of the class and/or camp, including hybrid classes provided by VENDOR for CITY under this Agreement as follows:

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(b) Ongoing Classes
CITY shall make up to two payments to VENDOR upon receipt of an itemized invoice with an attached roster of all participantson a form acceptable to CITY for VENDOR’s services performed. If two payments are being made, the first payment shall be made midway through each session and the second payment shall be made at the end of each session. If only one payment is made, payment shall be made at the end of each session. CITY shall pay VENDOR the amount of such billing within thirty (30) days of receipt of approved invoice. (c) Seasonal Camp
CITY shall pay VENDOR upon receipt of an itemized invoice with an attached roster of all participants on a form acceptable to CITY for VENDOR’s services performed. CITY shall pay VENDOR the amount of such billing within thirty (30) days of receipt of approved invoice.Summer Camp payment shall be made midway through the session and at the end of each session. Winter and Spring Camp payment will be made at the end of each session. (d) Recorded Classes
VENDOR shall be compensated Fifty Dollars ($50.00) for each thirty (30) minute video recorded by VENDOR pursuant to this Agreement, and One Hundred Dollars ($100.00) for each sixty (60) minute video. 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.

If VENDOR’s minimum enrollment is not met seven (7) days prior to the first class, classes will be canceled, and all of the participants will receive a refund of their fees. If VENDOR cancels classes within the first 3 days of the session, VENDOR will forfeit all compensation.

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 or volunteers, except as herein set forth.

VENDOR shall not, at any time, or in any manner, represent that it or any of its agents, volunteers 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 the 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.

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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) VENDOR and VENDOR’s personnel shall be fingerprinted in order to conduct a State Department of Justice (“DOJ”) background check prior to VENDOR performing services under this AgreementIf VENDOR or any VENDOR personnel have been convicted of a misdemeanor or felony involving moral turpitude according to the DOJ report, CITY may terminate this Agreement immediately.

Section 8. Interests of VENDOR. VENDOR affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having any such interest shall be employed by or be associated with VENDOR.

Section 9. Insurance.
(a) VENDOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by VENDOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of as required by the state of California per occurrence combined single limit, covering any vehicle utilized by VENDOR in performing the Scope of Work required by this Agreement. (3) A policy or policies of Sexual Abuse or Molestation (SAM) Liability Insurance: If the work will include contact with minors, and the Comprehensive General Liability policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, VENDOR shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than One Million Dollars ($1,000,000) per occurrence or claim. (4) Workers’ Compensation Insurance as required by the State of California and which shall include coverage of VENDOR’s volunteers performing services under the Agreement.
(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 Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 5 CS.MG.24APRIL26.V882
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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 the City Clerk a certificate or certificates of insurance on an ACORD form, showing that the aforesaid policies are in effect in the required amounts. VENDOR shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) VENDOR shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by VENDOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, VENDOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or VENDOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against VENDOR and its insurance carriers.

Section 10. Indemnification.

If the Location of Class/Camp is on Beverly Hills Unified School District Property, VENDOR agrees to indemnify, hold harmless and defend CITY, the Beverly Hills Unified School District (“DISTRICT”), its Board of Education and each member thereof, the 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, any volunteer of VENDOR or any person employed by VENDOR in the performance of this Agreement.

If the Location of Class/Camp 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, any volunteer 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.

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(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 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.

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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.

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
_________________________________
CRAIG A. CORMAN
Mayor of the City of Beverly Hills
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
VENDOR: Parker-Anderson Learning
Center
_________________________________

MARA LUX
Director of Operations
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
________________________________ ________________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
________________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
________________________________

ANTHONY RODSTEIN
Purchasing Services Manager
________________________________

STEPHANIE HARRIS
Director of Community Services
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EXHIBIT A

SCOPE OF SERVICES
VENDOR shall provide instruction for after-school classes, camps and other programs for the Community Services Department's youth programs, which will take place at locations designated by the CITY, including CITY park sites and/or Beverly Hills Unified School District (DISTRICT) school sites. The schedule for these programs will be mutually agreed upon in writing by both CITY and VENDOR. 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 will be responsible for transitioning students from their general classroom activities to the afterschool program, as well as providing oversight for all program participants. Should a participant not be picked up on time, it is the VENDOR’s responsibility to ensure the child remains under their supervision until they are officially signed out.

VENDOR shall provide instruction for classes and/or 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 and CITY shall agree in writing to the minimum and maximum number of registrants for each class provided through CITY’s Community Services department. CITY reserves the right to cancel classes and amend minimum and maximum numbers as provided in this Exhibit, or terminate the Agreement pursuant to Section 11 of the Agreement if CITY cannot provide appropriate accommodations for VENDOR’s classes. VENDOR shall also observe all city, state, and federal regulations including fire code regulations such as complying with the maximum occupancy requirements of the room/facility utilized by VENDOR in performing the services required by the Agreement.

Virtual and/or Hybrid Classes:

CITY shall provide a virtual platfrom to host the class (i.e. Zoom, Google Meetings, Teams, etc.) at a facility equipped with such capabilites and subject to availability.

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VENDOR shall provide, maintain, and operate all equipment needed to condcut the virtual class.

While students have the option to attend the class in-person or virtually it is expected that VENDOR is present in person at the facility where the class is being held for all classes.

CITY shall not be financially liable for any expenses incurred by VENDOR in connection to the virtual or hybrid classes. VENDOR shall provide equipment to include, but not limited to; cameras, computer, and stable internet connections.

VENDOR may use the public wi-fi and assumes all risk associated with use of a public wi-fi connection. In the event CITY’s public wi-fi network is not available classes will be canceled and made up at a later date.

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. CITY shall determine whether a materials fee is appropriate. 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 preapproved materials list. If classes are cancelled for any reason, the materials fee shall be reimbursed by VENDOR to the participants in full. If materials have been purchased at the time of cancellation, VENDOR shall provide a partial refund and provide an itemized list of items (with receipts) purchased to CITY staff for approval.

CITY’s registration office (“BH Reg”) will be registered as a non-paid participant in every course to ensure VENDOR’s receipt of “Rec1” email communications. BH Reg’s registration will not affect VENDOR’s compensation under the Agreement. VENDOR may use the Rec1 system information for purposes of the class or camp which is the subject of the Agreement. VENDOR is prohibited from using or disseminating the information contained in the Rec1 system for any other purpose. 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 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.

Promotional materials such as flyers, postcards, social media posts, etc. shall be created by CITY and distributed by CITY.

Any promotional material created by VENDOR shall be subject to the prior written approval of CITY’s Director of Community Services or her designee, and include CITY’s shield prior to dissemination to the public. VENDOR shall not use CITY’s shield for any other purpose.

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Adult and Senior classes/programs:

Flyers will be produced by CITY for a new class or classes that are unable to meet their class minimum enrollment for that session; those classes are guaranteed to receive 100, 8 ½ x 11, printed flyers of advertisement. Additional flyer production is not guaranteed and will be at the discretion of CITY staff.

Virtual Classes/Camps:

If requested by CITY in writing, VENDOR shall provide real-time online instruction on an online platform such as, Zoom, Go to Meeting, or Google Classroom. Passwords, log in information, websites, and/or any materials necessary to participate in class shall be provided to CITY’s staff and all of the enrolled participants via email the Friday before class is scheduled to begin. If class begins more than 15 minutes late due to any unforeseen issues such as technical issues, the time must be made up at the end of class, without exception.

Hybrid Class:

VENDOR shall provide, maintain, and operate all equipment needed to conduct virtual portion of the class. While students have the option to attend the class in-person or virtually, the VENDOR shall be present, in-person in the facility for all classes. CITY will not be financially liable for any expenses incurred. VENDOR shall provide equipment to include but not limited to: • a virtual platform to host the class (i.e., Zoom, Google Meetings, Teams etc.) • Camera
• Computer
• Internet connection
VENDOR may use the public CITY Wi-Fi. However, in the event the connection is not available, or the connection is not optimal, the VENDOR is responsible for an alternative solution and individuals missing the class will not be eligible for a make-up class nor a prorated refund.

VENDOR shall provide CITY staff access to all classes to periodically audit the online class to ensure quality and confirm participant attendance. VENDOR shall email the participants the link to the class and ensure appropriate access. The hybrid class option does not allow VENDOR to register students on a separate platform. VENDOR shall have the option to employ an assistant to help manage the online experience for the hybrid class model, as per Section 1(d) and Section 5(a) of the Agreement. VENDOR may recruit personnel and shall comply with insurance requirements as listed in Section 8(a)(3) to provide Worker's Compensation insurance for any employees or volunteers they utilize in connection with the Agreement.

Recorded Classes for Streaming:

CITY will record, edit, and use the video of the recorded classes at its discretion on CITY owned platforms and will not be distributed otherwise. CITY shall own all of the rights to the video.

Compensation to VENDOR will be determined based on Section 3 of this Agreement.

Communication with DISTRICT:

VENDOR shall not communicate with any DISTRICT staff regarding CITY’s policies and procedures. VENDOR shall communicate any issues or concerns to CITY’s designee. If VENDOR is approached by DISTRICT staff regarding any issues pertaining to VENDOR’s program, VENDOR shall direct any and all inquiries to CITY’s designee. VENDOR shall never act as an agent, liaison or representative of CITY, or make any decisions on behalf of CITY.

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Reservation of Space:

CITY works to reserve space at CITY and DISTRICT facilities for VENDOR’s use that will accommodate the projected number of participants. However, due to shared spaces and other limitations, VENDOR shall abide by the occupancy limits set by CITY’s Fire Department and as posted in the particular space occupied. VENDOR may incur costs at CITY’s discretion for any additional request for facility use outside of the CITY approved program session.

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. The following CITY policies shall be followed by VENDOR, its employees or volunteers and/or VENDOR’s participants: (a) Zero Tolerance Policy on Hate Speech, Attachment 1 to this Exhibit A; (b) Camper Code of Conduct, Attachment 2 to this Exhibit A; (c) Teen Camp Code of Conduct & Dress Code, Attachment 3 to this Exhibit A; and (d) the Community Services Department Facility Standards of Behavior Policy, Attachment 4 to this Exhibit A.

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: 0036A5D4-3A4A-8BDD-813D-6412935455C3 12 CS.MG.24APRIL26.V882
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ATTACHMENT 1 TO EXHIBIT A

CITY OF BEVERLY HILLS

PARTICIPANT & PARENT/GUARDIAN ACKNOWLEDGEMENT FORM
Zero Tolerance Policy on Hate Speech Program Name:
_________________________________
Session Dates: _______________________________
Participant Name: _____________________________
Parent/Guardian Name: ________________________
--------------------------------------------------------------------------------------------------------------- Program Commitment to Inclusion & Respect The City of Beverly Hills Community Services programs are committed to fostering an inclusive, respectful, and safe environment for all participants, City staff, camp vendors and community members. As part of that commitment, the City maintains a strict zero-tolerance policy for any form of:
• Hate speech or behavior
• Hate speech or behavior includes discriminatory or derogatory language targeting any race, culture, heritage, physical or mental attributes, religion, ethnicity, nationality, age, gender, gender identity, gender expression, sexual orientation, or background. This may include, without limitation, in person communication and behavior as well as written communication.

Policy on Violations
Any participant who is found to have made such hateful remarks at any time during program hours, will be immediately removed from the program for the remainder of the session.

There will be no warnings or second chances. A pro-rated refund will be issued.

Acknowledgment
By signing below, I acknowledge that:
• I have read and understood the zero-tolerance policy regarding hate speech. • I understand that any violation of this policy will result in immediate dismissal from the program with a prorated refund.
• I agree to uphold the values of respect, kindness, and inclusion while participating in all City of Beverly Hills Community Services programming or activities.

Participant Signature: _____________________________ Date: _______________ Parent/Guardian Signature: ________________________ Date: _______________ Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 13 CS.MG.24APRIL26.V882
B0785-0001\3251338v2.doc
ATTACHMENT 2 TO EXHIBIT A
City of Beverly Hills
Community Services Department
Camper Code of Conduct
The City of Beverly Hills Community Services Department offers recreational programs, activities, services, and events for youth and teens throughout the summer. The Camper Code of Conduct (“Code of Conduct”) provides guidelines to help maintain a warm, friendly, and safe environment for all participants, volunteers, and city staff. Participants are expected to adhere to this Code of Conduct at all times and conduct themselves appropriately while attending city programs and utilizing city facilities.

Standards of Conduct
All program participants, visitors, facility users, caregivers, staff, and volunteers are expected to:
• Be considerate and courteous to others
• Comply with decisions and direction of staff
• Be respectful of facilities, equipment, and property
• Abide by established grievance procedures if issues or concerns arise Violations
City staff reserve the right to remove any program participant from city facilities, programs, activities, or events who violates the Code of Conduct. The following actions are considered violations of the Code of Conduct:
• Actions or behavior that negatively impacts or denies other participants or volunteers the ability to safely and respectfully enjoy programs, services, activities, and events • Verbal threats or physical altercations with other participants, volunteers, or city staff • Destruction or vandalism of city materials, equipment, furniture or property • Refusal to obey city staff at any time
• Loud, inappropriate, or offensive behavior or language • Harassment or discrimination of any kind, including, but not limited to age, race, national origin, gender, religion, sexual orientation, or political affiliation • Inconsiderate or discourteous behavior toward participants, volunteers, or city staff • Any activity that negatively affects the health of participants, volunteers, or city Staff • Possession or use of alcohol, tobacco, illegal drugs or non-prescribed controlled substances while on city property or when participating in city-sponsored programs, services, activities, or events
• Inappropriate and/or revealing attire
Student/Camper Name: __________________________________________ Parent/Guardian Signature: _______________________________________ Date: _________________________________________________________ Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 14 CS.MG.24APRIL26.V882
B0785-0001\3251338v2.doc
ATTACHMENT 3 TO EXHIBIT A
City of Beverly Hills
Community Services Department
Teen Camp Code of Conduct & Dress Code
The City of Beverly Hills Community Services Department offers recreational programs, activities, services, and events for youth and teens throughout the summer. The Camper Code of Conduct (“Code of Conduct”) provides guidelines to help maintain a warm, friendly, and safe environment for all participants, volunteers, and city staff. Participants are expected to adhere to this Code of Conduct at all times and conduct themselves appropriately while attending city programs and utilizing city facilities.

Be Inclusive – Encourage a welcoming atmosphere where everyone feels comfortable and included.

Be Respectful – Treat fellow campers, staff, and the camp environment with kindness and respect at all times.

Use Appropriate Language – Vulgar, offensive, or discriminatory language will lead to a suspension of a day or more depending on the severity of the violation.

Physical Actions – Fighting and any type of physical harassment will lead to suspension and could result in removal from summer camp.

Violations
City staff reserve the right to remove any program participant from city facilities, programs, activities, or events who violates the Code of Conduct. The following actions are considered violations of the Code of Conduct:
• Actions or behavior that negatively impacts or denies other participants or volunteers the ability to safely and respectfully enjoy programs, services, activities, and events • Verbal threats or physical altercations with other participants, volunteers, or city staff • Destruction or vandalism of city materials, equipment, furniture or property • Refusal to obey city staff at any time
• Loud, inappropriate, or offensive behavior or language • Harassment or discrimination of any kind, including, but not limited to age, race, national origin, gender, religion, sexual orientation, or political affiliation Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 15 CS.MG.24APRIL26.V882
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• Inconsiderate or discourteous behavior toward participants, volunteers, or city staff • Any activity that negatively affects the health of participants, volunteers, or city Staff • Possession or use of alcohol, tobacco, illegal drugs or non-prescribed controlled substances while on city property or when participating in city-sponsored programs, services, activities, or events
• Inappropriate and/or revealing attire that does not fall within the teen camp dress code policy.

Teen Camp Dess Code Policy
To ensure a safe, respectful, and fun environment for all campers, the following dress code will be enforced. Those not following the dress code will be asked to change or be sent home for the day.

Comfortable and Active Wear – Campers should wear clothing appropriate for outdoor activities, games, and movement. Sneakers or closed-toed shoes are required. No sandals, flipflops, or crocs. No jeans or restrictive clothing in teen sports camp.

Appropriate Attire – Clothing should be free from inappropriate language, images, or references to drugs, alcohol, or violence. No excessively short shorts, crop tops, or sagging pants. Tank tops must have straps at least one inch wide (no spaghetti straps).

Accessories – Jewelry and accessories should be minimal to prevent loss or injury. Hats and sunglasses are allowed for outdoor activities but should be removed indoors.

Extras – It’s a good idea to bring extra shirts and deodorant. Each student will have an area to store their belongings for the week. Please note the storage areas are shared space and the city is not responsible for lost or stolen items.

Student/Teen Name: __________________________________________ Parent/Guardian Signature: ________________________________________ Date: ___________________________________________________________ Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 16 CS.MG.24APRIL26.V882
B0785-0001\3251338v2.doc
ATTACHMENT 4 TO EXHIBIT A

COMMUNITY SERVICES DEPARTMENT FACILITY STANDARDS OF BEHAVIOR POLICY It is the goal of the City of Beverly Hills (“CITY”) Community Service facilities to provide an environment where patrons can register for programs, participate in great programs, classes, and events, book a rental, and enjoy their time at the facilities.

The Community Services facilities strive to provide: a friendly, welcoming environment that is safe and well maintained, and where patrons can enjoy activities and be with other people. The CITY strives to make the Community Services facilities comfortable places to be that are barrier free with staff who are knowledgeable, helpful, and responsive. The CITY strives to offer a variety of programs at the Community Centers that meet a broad spectrum of community desires and needs.

The Community Services facilities host more than 500 classes a year, and bring thousands of people together for health, fitness, fun and social experiences. Well-run facilities takes everyone working together toward the goal of retaining a fun and welcoming place. To do that successfully, for the enjoyment of all who enter, the Community Services facilities have established standards of behavior so that it is clear what visitors can and cannot do in these highly valued and well used public spaces. The following Standards of Behavior are to be used by the CITY staff as general guidelines to help provide you with a comfortable, welcoming and friendly place.

Standards of Behavior
Community Services facilities patrons (adults and children) are expected to conduct themselves in a manner which enables other patrons, staff, and themselves to accomplish their intended tasks in a safe, pleasant, and well-run atmosphere. CITY Staff will apply Community Services facilities policies and local, State, and Federal laws that are applicable, and call the police to help enforce them when necessary. Staff respects, and will respond to, complaints from patrons, and will exercise professional judgment in taking appropriate action on a case-by-case basis.

The following list of specific prohibitions may be enforced by CITY staff, as appropriate:

Community Service facility users may not:

1. Destroy, deface, misuse or illegally remove materials or property from facilities.

2. Eat or prepare food in the Community Service facilities, except in designated areas. If food is found in carpeted rooms, users are expected to discard the food immediately or move to designated areas. If food is found unattended, it will be discarded by staff. Nonalcoholic beverages in covered containers are allowed in the Community Service facilities.

3. Drink alcoholic beverages, use illegal drugs or be intoxicated while using the Community Service facilities.

4. Smoke (including the use of e-cigarettes) in the Community Service facilities buildings; or, within 20 feet of the building's entrances or exits. Smoking is also prohibited on the Park grounds as set forth in Beverly Hills ordinance code 14-0-2657.

5. Disturb or harass other users or staff by (including, but not limited to):
a. loitering in the lobby area, hallway and lounge chairs. b. staring fixedly or leering at fellow patrons, or staff. c. following or stalking users, or staff, in the Community Service facilities, buildings or on the Park grounds.
d. attempting to peer under a user's, or CITY staff member's clothing.

Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 17 CS.MG.24APRIL26.V882
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e. misuse of designated or intended area.
f. abusing or verbally harassing users, or CITY staff, including, but not limited to, the use of foul language.
g. being physically aggressive or striking, hitting, shoving, or kicking another user or CITY staff.
h. engaging in harassing or intimidating behavior in the Community Service facilities or on the Park grounds.
i. causing, introducing or being the source of odors that bring forth complaints or cause discomfort to others, whether commonly considered pleasant or unpleasant. This provision does not apply to service animals.
j. distributing materials or gathering signatures for petitions inside the Community Service facilities. These activities may occur on Park grounds: however, at no time shall entrances or walkways to the Community Service facilities be blocked. k. creating a disturbance by speaking loudly, yelling, running, throwing objects, misusing the Community Service facilities, etc.

6. Sell, panhandle, or solicit in the Community Service facilities, buildings or on the Park grounds.

7. Enter or impede access to areas marked CITY "staff only".

8. Enter or impede children's classrooms and/or ongoing activities while in session. Entrance will only be permitted to those who have children enrolled or are themselves enrolled in the activity.

9. Bring animals (except service animals) into the Community Services facilities, buildings or leave them unattended on Park grounds. Any patron entering the Community Service facilities must carry a doggy bag with them at all times.

7. Come into the Community Service facilities without being fully clothed, including shirt, pants and shoes, at all times.

11. Reserve chairs or tables or rearrange furniture without permission of CITY staff.

12. Sleep in excess of 30 minutes total for the day. This rule does not apply to children under four years of age. Snoring that disturbs others will not be tolerated at any time.

13. Engage in unauthorized photography of users who are minors, by adults. Requests for professional photography must be authorized by CITY's Filming and Permit Department and will require a permit.

14. Obstruct Community Service facilities entrances, exits, aisles and passageways.

15. Put feet on Community Service facility furniture.

16. Sit for extended periods or lie on the floor in the Community Service facilities.

17. Enter Community Service facilities with exposed wounds or cuts or insects (e.g. scabies, lice, bed bugs etc.).See CITY's Health & Safety Policy.

18. Leave personal belongings unattended. The Community Service facilities are not responsible for lost, damaged, or stolen items.

19. Refuse to relinquish Community Service facilities, rooms or other resources aft er scheduled period of use has ended.

20. Bring in excessive baggage such as sleeping bags, bedrolls, luggage and shopping carts. Facility users may bring two items that measure no more than 24" H x 14" D x 12" W.

21. Run, in-line skate, roller skate, bike ride, scooter or skateboard in the Community Service facilities or on Park grounds. Bicycles or shopping carts are not allowed in the Community Service facilities. Mobility devices and occupied baby strollers/carriages are welcome as long as they do not impede the public right of way.

22. Misuse restrooms, including laundering personal belongings, bathing and intentionally clogging toilets, sinks or throwing restroom supplies on the floor.

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23. Spit into trash cans located in the public areas, or perform excessive personal grooming in a public area.

24. Graffiti or otherwise deface Community Service facility furniture or fixtures.

Use of Electronics
Users shall not:

1. Plug in personal electronic equipment (i.e. cell phones and personal computers) so that it creates a tripping hazard or disturbs others. Charging time limited to 30 minutes.

2. Use personal equipment (such as computers, cellular phones and audio players) that is disruptive or noisy. Audio equipment may be used with headphones if it does not disturb others. While cell phone use is not a prohibited activity; cell phone users and others who speak loudly and disturb other patrons will be asked to speak more quietly or to move outside the Community Service facilities.

Prohibited Activities

1. Neglecting to provide proper adult supervision of children under the age of nine; caregivers neglecting to attend to their assigned special needs clients, and/or senior clients. Parents or their designated adult caregivers are responsible for their children/client's supervision and appropriate behavior.

2. Loitering for the purpose of engaging anyone under the age of eighteen years of age in unlawful or illegal contact. Adults who are not related to or supervising children shall not loiter in areas conducting youth classes or programs.

Program Participant Expectation

1. Auditing classes is prohibited. All participants must register, sign in and pay for fee based classes prior to participating.

2. Patrons may not reserve space inside classes. Class seats and floor space are on a firstcome, first-serve basis.

3. Program participants are asked to arrive to class on time.

4. Be respectful to fellow program participants, instructor, CITY staff and CITY facility.

Disruption as determined by the instructor or CITY staff, may result in removal from the class. Repeat occurrences of disruptive behavior may result in suspension from use of the Community Services facilities and/or class (see Enforcement).

5. Personal items and equipment may not be stored or left unattended in the Community Services facilities or Park grounds.

6. The grievance procedure for class participants is to first address any concerns with the class instructor. If deemed necessary, the CITY staff liaison will review any concerns and follow up on any pending actions.

Emergencies
In the case of an emergency or potential emergency, users shall immediately follow the direction of CITY staff. If the Community Service buildings are evacuated, users shall leave the building promptly.

Enforcement

1. Violation of the foregoing may result in the user's privilege being limited or revoked, removal of the user from the building, or criminal prosecution if the conduct constitutes a violation of either Local, State, or Federal law.

2. Community Service facility users violating these policies and failing to comply after one warning will be required to leave the Community Service facilities for the remainder of the Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 19 CS.MG.24APRIL26.V882
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day. Individuals who are asked to leave shall do so within 5 minutes, with minimal disturbance of other Center users.

3. Future violations will result in an increase time.

4. Based on the severity of the situation, CITY staff or an authorized designee may revoke Community Service facilities privileges for multiple days or entirely.

5. A Community Service facility user whose privileges have been revoked may appeal the revocation of their Community Service facility privileges by submitting the request in writing to the Director of Community Services or their designee within ten (10) days from the date of the revocation of privileges. No appeals will be heard after that deadline.

6. A user whose privileges have been revoked must schedule a meeting with the Director of Community Services or their designee prior to resumption of Community Service facility usage. The purpose of the meeting will be to review the Standards of Behavior policy and secure the user's agreement/commitment to follow it.

Effective Date: 01/01/2025
Approved:

Stephanie Harris
____________________________

STEPHANIE HARRIS
Director of Community Services
Docusign Envelope ID: 0036A5D4-3A4A-8BDD-813D-6412935455C3 Certificate Of Completion
Envelope Id: 0036A5D4-3A4A-8BDD-813D-6412935455C3 Status: Sent Subject: Complete with Docusign: Agreement Parker-Anderson Learning Center Source Envelope:

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Certificate Pages: 3 Initials: 0 Michelle Guillermo
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455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
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5/20/2026 3:16:13 PM
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City of Beverly Hills (Finance Department)
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City of Beverly Hills
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-1-
B0785-0001\3213414v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

PELLERA TECHNOLOGIES LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: Pellera Technologies 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, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $600,000.00 (includes travel budget) based on the rates set forth in Exhibit B
Docusign Envelope ID: 2BB441A2-F666-827B-8081-DBE57CDABA35 -2-
B0785-0001\3213414v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

PELLERA TECHNOLOGIES LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Pellera Technologies 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, 2026through June 30, 2027.

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 services Docusign Envelope ID: 2BB441A2-F666-827B-8081-DBE57CDABA35 -3-
B0785-0001\3213414v1.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 Docusign Envelope ID: 2BB441A2-F666-827B-8081-DBE57CDABA35 -4-
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($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 ACORD form, 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.

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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.

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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.

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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
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CRAIG A. CORMAN
Mayor of the City of
Beverly Hills, California
CONSULTANT: PELLERA TECHNOLOGIES
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
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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.

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

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

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

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EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
In no event shall the total compensation for the term of this Agreement exceed Six Hundred Thousand Dollars ($600,000.00), 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.

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Docusign Envelope ID: 2BB441A2-F666-827B-8081-DBE57CDABA35 Certificate Of Completion
Envelope Id: 2BB441A2-F666-827B-8081-DBE57CDABA35 Status: Sent Subject: Complete with Docusign: Agreement - Pellera Technologies LLC (2026-2027).pdf Source Envelope:

Document Pages: 24 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: 198.245.189.181
Record Tracking
Status: Original
5/28/2026 9:45:14 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Brian Showman
[email protected]
Chief Legal Officer
Mainline Information Systems,LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1006:b34b:5120:145b:eb1a:f1de:ae2c
Signed using mobile
Sent: 5/28/2026 9:49:02 AM
Resent: 6/1/2026 11:07:35 AM
Viewed: 6/1/2026 11:23:17 AM
Signed: 6/1/2026 3:12:59 PM
Electronic Record and Signature Disclosure:

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Deborah Hakman For
[email protected]
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Signed using mobile
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Signed: 6/1/2026 3:38:45 PM
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David Schirmer
[email protected]
cio
city of beverly hills
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Sent: 6/1/2026 3:38:47 PM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
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(None)
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Using IP Address: 198.245.189.181
Sent: 6/2/2026 10:33:55 AM
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Signed: 6/2/2026 6:04:34 PM
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Nancy Hunt Coffey
[email protected]
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Craig A. Corman
[email protected]
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Huma Ahmed
[email protected]
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Envelope Sent Hashed/Encrypted 5/28/2026 9:49:02 AM
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B0785-0001\3117440v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ROBERT HALF, INC. FOR AS-NEEDED TEMPORARY

STAFFING SERVICES
NAME OF CONSULTANT: Robert Half, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Kim Garstein, Senior Vice President, Robert Half, Inc.

CONSULTANT’S ADDRESS: 10960 Wilshire Blvd., Suite 900
Los Angeles, CA 90024
Attention: Kim Garstein, Senior Vice
President
CONSULTANT’S E.I.N/TAX I.D. NO.: 94-1648752
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Shelley Ovrom, Director of
Human Resources
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $550,000 at rates mutually agreed upon by the parties in writing
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2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
ROBERT HALF, INC. FOR AS-NEEDED TEMPORARY

STAFFING SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Robert Half, Inc., (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain temporary staffing 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.

C. Notwithstanding any language in this Agreement to the contrary (including any references to the term CONSULTANT, fixed-price, deliverables, acceptance of deliverables, or milestones), CONSULTANT shall be compensated on a time and materials basis only.

CONSUTLANT provides temproary staffing services and does not provide consulting services or deliverables.

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 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.

Notwithstanding anything to the contrary in this Agreement, CONSULTANT may at any time, in its sole discretion, discontinue performance of the services once total consideration amount set Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
3 forth above and more particularly described in Exhibit B has been attained (even if CONSULTANT continued to provide services after the amount was reached). (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, which shall not be unreasonably withheld.
(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.

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4 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) 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 immediately terminate this Agreement. (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 an ACORD, 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 not be canceled or reduced except on thirty (30) days prior written notice to CITY, and CONSULTANT shall immediately provide written notice to CITY upon learning of any cancellation or reduction of the required insurance policies. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The Comprehensive General Liability, Comprehensive Vehicle Liability and Worker’s Compensation policies of insurance required by this Agreement shall include provisions for waiver of subrogation.

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5 (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 (“CITY INDEMNITEES”), from any claim, liability or financial loss (including, without limitation, reasonable attorneys’ fees and costs) arising from any intentional misconduct or negligence of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five (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.

CONSULTANT shall have the right to terminate this Agreement for any reason or no reason upon thirty (30) days written 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 hours worked at the time of termination and verified by CITY and any applicable conversion fees. 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 Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
6 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.

This audit provision shall not apply to confidential information, including but not limited to, CONSULTANT's CONSULTANT employee's personnel files or the remuneration paid by CONSULTANT to its CONSULTANT employees and subcontractors.

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. Copies of all notices to CONSULTANT shall be sent to Robert Half Inc., Attn Client Contracts Dept., 2613 Camino Ramon, San Ramon, CA 94583.

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 Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
7 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.

Section 25. Additional Terms. This Agreement is only applicable to, and the only Robert Half Inc. branch and practice groups obligated to provide services under this Agreement are, the administrative & customer support and finance & accounting contract talent practice groups from the branch office located in Westwood, CA.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
CRAIG A. CORMAN
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONSULTANT:

ALEXANDRA VON TIERGARTEN
District Director
[Signatures continue]
Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
8 APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT COFFEY
City Manager

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 9 B0785-0001\3117440v3.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following services:

CONSULTANT shall provide temporary staffing needs for CITY on a non-exclusive as-needed basis.

CONSULTANT shall propose candidates to CITY and CITY shall have the right to reject any candidates or request the immediate removal of any CONSULTANT employee already placed in the City. Each CONSULTANT employee who performs work under this Agreement shall be investigated in accordance with Section 1 of this Exhibit. CITY shall not require CONSULTANT's employees to drive during their temporary assignment with the CITY.

For each assignment, CONSULTANT will send CITY a written notice confirming CONSULTANT employee’s name, role, hourly rate, overtime rate, and start date.

To the extent permitted by applicable law, CONSULTANT will have a third party vendor: (a) perform a seven-year criminal background investigation for all (i) state felony convictions and pending charges, and (ii) state misdemeanor convictions and pending charges involving crimes of dishonesty or violence, in each county where CONSULTANT employee has resided or worked in the U.S. in the last seven years as stated on CONSULTANT employee's application; however, where such criminal background investigation is either impracticable, unavailable or would result in a delay of assignment (as determined by the third party vendor), the third party vendor will endeavor to complete a sevenyear statewide criminal background investigation, if available; (b) perform a Social Security Number verification; and (c) perform a seven-year criminal background investigation by having the third party perform a search of its private database of U.S. national criminal records searching for felony convictions and misdemeanor convictions for crimes of dishonesty or violence. CITY understands and agrees that the third party vendor's database of U.S. national criminal records (i) is maintained by the third party vendor and not a governmental entity, (ii) is an incomplete aggregation of criminal records, and (iii) will not reveal or identify all criminal convictions. If CITY requests a copy of the results of the foregoing checks (the "Report"), CITY agrees to keep the Report strictly confidential and to use the Report for employment purposes only.

Additionally, CONSULTANT employee will be scheduled and sent to a third-party vendor designated by CITY for the fingerprint screening to be conducted pursuant to CITY's Originating Agency Identifier (ORI) number and requirements. CITY represents and warrants that any fingerprint screening will be requested, conducted and used by CITY in accordance with applicable law.

Further, CITY will not require CONSULTANT to take possession of any completed fingerprint cards nor be liable for any third-party claims resulting from the third-party vendor’s processing or reporting of such fingerprint screening, including, but not limited to, those claims arising from any errors in CITY's third-party vendor’s reported screening results. Upon CITY's receipt of the fingerprint screening results from the third-party vendor, CITY will notify CONSULTANT of CONSULTANT employee's eligibility for placement.

CITY shall supervise CONSULTANT employees providing services to CITY. CITY shall not permit or require CONSULTANT employees (a) to perform services outside of the scope of CONSULTANT employee's assignment; (b) to sign contracts or statements (including Securities and Exchange Commission (SEC) documents); (c) to make any management decisions; (d) to make any final decisions regarding system design, software development or the acquisition of Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
10 hardware or software; (e) to sign, endorse, wire, transport or otherwise convey cash, securities, checks, or any negotiable instruments or valuables; (f) to use computers, or other electronic devices, software or network equipment owned or licensed by CONSULTANT employee; (g) to operate machinery (other than office machines) or automotive equipment. CITY may request that CONSULTANT permit its CONSULTANT employees to provide services to CITY remotely (i.e., from a location other than CITY's offices) using CITY's or CONSULTANT's laptop and/or other computer or telecommunications equipment (the “Equipment”). CITY acknowledges and agrees that CONSULTANT shall have no control over, and CITY shall be solely responsible for, (a) the logical and physical performance, reliability and security of the Equipment or related devices, network accessibility and availability, software, services, tools and e-mail accounts (collectively, “Computer Systems”) used by the CONSULTANT employee, and (b) the security, integrity, and backing up of the data and other information stored therein or transmitted thereby. Moreover, CITY must not permit CONSULTANT employee to save or store any of CITY's files or other data on the Computer Systems provided by CONSULTANT (including, but not limited to, any virtual desktop infrastructure solution).

CITY agrees that CONSULTANT shall not be liable for any loss, damage, expense, harm, business interruption or inconvenience resulting from the use of such Computer Systems. Since CONSULTANT is not a professional accounting firm, CITY agrees that CITY will not permit or require CONSULTANT employee (a) to render an opinion on behalf of CONSULTANT or on CITY's behalf regarding financial statements; (b) to sign the name of CONSULTANT on any document; or (c) to sign their own names on financial statements or tax returns.

CITY agrees to hold in confidence the identity of any CONSULTANT employee and the CONSULTANT employee's resume, social security number and other legally protected personal information, and CITY agrees to implement and maintain reasonable security procedures and practices to protect such information from unauthorized access, use, modification or disclosure.

Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
11 EXHIBIT B

SCHEDULE OF PAYMENT AND RATES

1. COMPENSATION FOR TEMPORARY STAFFING:

CITY shall compensate CONSULTANT for the services required by the Agreement in an amount not to exceed Five Hundred Fifty Thousand Dollars ($550,000). Hourly rates for all assignments will be agreed upon in writing on a case-by-case basis by CITY’s Director of Human Resources and CONSULTANT. For all positions, CITY shall pay no more than thirty percent (30%) of CITY's published minimum hourly pay rate.
(a) If a CONSULTANT employee does not meet CITY's expectations, CONSULTANT shall not charge CITY for the first four hours of work. CITY may use this offer in conjunction with any other CONSULTANT offer.
(b) The first four (4) hours shall be free to CITY on any assignment of thirty (30) days or more in which CONSULTANT employee must receive training or orientation. CITY may use this offer in conjunction with any other CONSULTANT offer.
(c) The first four (4) hours of CONSULTANT's first assignment of thirty (30) days or more in any CITY department shall be free to CITY. CITY may use this offer in conjunction with any other CONSULTANT offer.
(d) In the event that the work schedule of a temporary position has an alternate schedule, such as a 9/80 or 4/10, CITY shall not pay CONSULTANT overtime due to the 9/80 or 4/10 schedule.

If applicable, overtime will be billed at 1.50 times the normal billing rate. Federal law defines overtime as hours in excess of 40 hours per week, state laws vary. If state law requires double time pay, the double time hours will be billed at 2.00 times the normal billing rate.

2. COMPENSATION FOR EMPLOYMENT BY CITY:
(a) CITY may hire employ CONSULTANT employees placed with CITY under this Agreement without compensation to CONSULTANT upon completion by such employee of four hundred eighty (480) hours worked in CITY.
(i) For converison of CONSULTANT’s employees, CITY will pay CONSULTANT fifteen percent (15%) of the hired employee's annual salary. This fee (the "Fee") shall be prorated based upon the number of hours worked. (ii) The Fee shall be calculated by (1) multiplying the annual salary by fifteen percent (15%), (2) dividing that by four hundred eighty (480) hours to establish the hourly rate; (3) subtracting the number of hours worked to date from four hundred eighty (480) hours; and (4) multiplying the hourly rate by the number of hours remaining. (b) CONSULTANT shall provide CITY thirty (30) days prior written notice of any change in the rates set forth in this Exhibit. The rate changes are subject to the prior written approval of the City Manager or her designee.

Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 B0785-0001\3117440v3.doc
12 3. COMPENSATION TERMS:

CONSULTANT shall submit to CITY a detailed invoice (including applicable sales and service taxes), on a weekly basis, for the services performed pursuant to this Agreement. CONSULTANT shall include a time sheet or an electronic time record to CITY for verification and CITY approval at the end of each week. 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: C0EDE1E9-840B-8391-8171-D709EBB3C168

EXHIBIT C
B0785-0001\3117440v3.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 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 (“City Indemnitees”) 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 willful misconduct or negligence of CONSULTANT's officers, employees, agents or others employed by CONSULTANT while engaged by CONSULTANT in the performance of this agreement. Notwithstanding anything to the contrary in this Agreement, CONSULTANT shall not be liable or have any duty of defense or indemnification with respect to any willful misconduct or negligence of the CITY INDEMNITEE’s.

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, CONSULTANT will give 30 days written notice of cancellation. 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.

Docusign Envelope ID: C0EDE1E9-840B-8391-8171-D709EBB3C168 Certificate Of Completion
Envelope Id: C0EDE1E9-840B-8391-8171-D709EBB3C168 Status: Sent Subject: Complete with Docusign: Agreement - Robert Half, Inc. Consulting Services (HR 2026)_FINAL.pdf Source Envelope:

Document Pages: 13 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Marco Bernocchi
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/27/2026 4:34:49 PM
Holder: Marco Bernocchi
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Alexandra Von Tiergarten
[email protected]
District President
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 76.168.2.6
Signed using mobile
Sent: 5/27/2026 4:37:55 PM
Viewed: 5/27/2026 6:39:36 PM
Signed: 5/27/2026 6:39:57 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: 2a04:4e41:2601:d884::2068:c884
Signed using mobile
Sent: 5/27/2026 6:39:58 PM
Viewed: 5/27/2026 6:47:31 PM
Signed: 5/27/2026 6:48:03 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)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/27/2026 6:48:04 PM
Viewed: 5/28/2026 11:51:12 AM
Signed: 6/1/2026 4:53:43 PM
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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: 5/27/2026 6:48:04 PM
Viewed: 5/28/2026 7:59:33 AM
Signed: 5/28/2026 7:59:39 AM
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Signer Events Signature Timestamp
Shelley Ovrom
[email protected]
Director of Human Resources
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/27/2026 6:48:04 PM
Viewed: 5/27/2026 6:50:25 PM
Signed: 5/27/2026 6:50:30 PM
Electronic Record and Signature Disclosure:

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Nancy Hunt-Coffey
[email protected]
City Manager
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/1/2026 4:53:44 PM
Viewed: 6/2/2026 9:22:01 AM
Signed: 6/2/2026 9:23:01 AM
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Craig A. Corman
[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
Carbon Copy Events Status Timestamp
Keith Sterling
[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 5/27/2026 4:37:55 PM
Envelope Updated Security Checked 5/28/2026 11:53:50 AM Envelope Updated Security Checked 5/28/2026 11:53:50 AM Payment Events Status Timestamps
1 B0785-0001\3239739v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
STEP UP ON SECOND STREET, INC. FOR OUTREACH AND

ENGAGEMENT SERVICES
NAME OF CONTRACTOR: Step Up on Second Street, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Tod Lipka, Chief Executive Officer CONTRACTOR’S ADDRESS: 1328 Second Street
Santa Monica, CA 90401
Attention: Tod Lipka, Chief Executive Officer
CONTRACTOR’S E.I.N/TAX I.D. NO.: 95-4109386
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $450,995.00
Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 2 B0785-0001\3239739v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
STEP UP ON SECOND STREET, INC. FOR OUTREACH AND

ENGAGEMENT SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Step Up on Second Street, 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 CITY or CONTRACTOR must be made in writing and approved by both parties, in writing. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

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

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

Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 3 B0785-0001\3239739v2.doc
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:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance. A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 4 B0785-0001\3239739v2.doc
per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the ACORD form 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 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.

Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 5 B0785-0001\3239739v2.doc
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 CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement.

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

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

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

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

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

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income 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, Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 6 B0785-0001\3239739v2.doc
age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________
CRAIG A. CORMAN
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
[Signatures Continue]
Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 7 B0785-0001\3239739v2.doc
CONTRACTOR:

TOD LIPKA
Chief Executive Officer

ALAN DARBY
Chief Financial Officer
APPROVED AS TO FORM:
______________________
LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 8 B0785-0001\3239739v2.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall perform the following outreach and engagement program services in connection with CITY’s Homeless Outreach Team Changing Lives and Sharing Places (“CLASP”) program:

CONTRACTOR shall provide a Homeless Outreach and Engagement Team (“Outreach Team”) including five (5) people to work within CITY limits and evaluate, assess, and refer for services those identified as homeless and/or in need of community mental health support services as described herein and in accordance with the Budget set forth in Exhibit B.

Staffing and Schedule:

One Assistant Program Manager (split 45% between this Agreement and 55% in the Scattered Site Housing Agreement), two (2) full time Outreach Coordinator employees (two at 40 hours per week) and two (2) part time Outreach Coordinators at twenty-four (24) hours and twenty-five (25) per week. Additionally, a portion of salary for three off-site supervisors are included to provide program management.

The Outreach Coordinators shall work no more than forty (40) hours per week with no overtime.

It is expected that the Outreach Coordinators will be out in the field. The schedule of work is driven by the scope of services set forth in this Exhibit. For example, outreach to many homeless and/or persons in need of community mental health support services typically occurs in the early morning hours, evening and on weekends. Therefore, the Coordinators shall adjust their schedules to ensure that the services provided are conducted in the most effective manner to achieve the objective described herein.

The current schedule is 5am to 9pm Monday through Friday, and 8am to 5pm Saturday & Sunday.

An additional part-time coordinator working a 10-hour work week and an extra 10 hours as needed, for a maximum of 20 hours per week. This individual shall cover late afternoons on Thursdays and Fridays, from 12pm to 5pm, including as-needed coverage for days, evenings, and weekends, when other staff have planned absences and/or sick time.

Program Activities and Expectations:
(a) Services shall be administered primarily within CITY limits with support from CONTRACTOR’s Santa Monica agency and other local service providers. (b) This Outreach Team will be comprised of CONTRACTOR employees assigned to CITY to establish a connection with the chronic homeless in order to introduce them to services and benefits. CONTRACTOR estimates that 75-80% of the Outreach Team’s time shall be spent in the targeted areas making initial contact and repeat visits with individuals and/or adjunct service providers. The balance of time shall be spent in the office completing documentation, reporting outcomes, and meeting with supervisory staff.

In addition, community outreach to the business and residential communities shall be provided. The Outreach Team and CONTRACTOR shall also provide education and other collaborative support to CITY’s Police, Fire and Community Services Departments.

Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 9 B0785-0001\3239739v2.doc
Outreach includes, but is not limited to, interfacing with businesses, churches, and other community groups to determine the needs of the CITY community in order to target services to the homeless and/or mentally ill. CONTRACTOR shall reach out to the homeless and/or mentally ill with the goal of assessing their needs and coordinating services and assistance with other organizations for such persons.

To accomplish the goal of permanent supportive housing, the Outreach Team shall utilize the Full-Service Prioritization Decision Tool (“SPDAT”). SPDAT utilizes 15 dimensions to determine an activity score that will help inform professional Housing First practitioners. (c) In order to evaluate how well the Outreach Team accomplishes its mission, CONTRACTOR has correlated quantifiable/measurable goals which focus on reintegration of the chronically homeless into the community with changes in key areas such as housing, finances, legal, education, adherence to treatment, and employment.

The Outreach Team shall collect data related to these goals and the target population through a general survey count, evaluation of and linkage to mental health services through one of CONTRACTOR’s intensive services programs or a Department of Mental Health agency (such as Edelman Mental Health Center) in addition to other basic life services such as shelter (PATH or the Scattered-Site Housing Program), food, clothing, hygiene products, medical care, etc. A record of services provided to an individual shall be maintained and held within established guidelines of confidentiality as appropriate. This data shall be compiled and submitted quarterly to CITY’s Human Services Division. In addition, and as directed by CITY, CONTRACTOR shall provide reports or other documentation in a manner agreed upon by CITY and CONTRACTOR to assist CITY in determining the effectiveness of the program, in addition to entering documentation into CITY’s Apricot software system.

Docusign Envelope ID: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF 10 B0785-0001\3239739v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the services described in this Agreement in an amount not-to-exceed Four Hundred Fifty Thousand Nine Hundred Ninety-Five Dollars ($450,995.00).

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: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF Certificate Of Completion
Envelope Id: 0F931617-80C3-82C5-80DE-1B1A72CCFBEF Status: Sent Subject: Complete with Docusign: CLEAN Agreement BHFD-Step Up on Second (Outreach) Source Envelope:

Document Pages: 10 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michael Liongson
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: 198.245.189.162
Record Tracking
Status: Original
5/18/2026 10:26:53 AM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Tod Lipka
[email protected]
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Using IP Address: 104.174.116.94
Sent: 5/18/2026 10:35:29 AM
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Signed: 5/19/2026 1:57:36 PM
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Alan Darby
[email protected]
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Using IP Address: 104.32.176.58
Sent: 5/19/2026 1:57:37 PM
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Deborah R. Hakman For
[email protected]
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Gregory W. Barton
[email protected]
Fire Chief
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2607:fb90:b301:43a4:a567:b811:50fe:5b6d
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Signed: 5/25/2026 10:28:12 AM
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Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
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Using IP Address: 198.245.189.166
Sent: 5/25/2026 10:28:13 AM
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Signed: 5/26/2026 6:44:01 AM
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Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
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Using IP Address: 198.245.189.181
Sent: 5/26/2026 6:44:03 AM
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Nancy Hunt-Coffey
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Craig A. Corman
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Huma Ahmed
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Karen Gutierrez
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Dorina Mohan
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Mandy Jiang
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Michelle Ramos-Vergara
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Jackie Galeas
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Megan Grilley
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Michael J. Liongson
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Electronic Record and Signature Disclosure:

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
SUNWEST ENGINEERING CONSTRUCTORS, INC. FOR

ABOVEGROUND AND BELOWGROUND STORAGE TANK

SERVICES
NAME OF CONTRACTOR: SunWest Engineering Constructors, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Spencer Kissick, Director CONTRACTOR’S ADDRESS: 4780 Cheyenne Way
Chino, CA 91710
Attention: Micaela Kissick, Corporate
Secretary
CONTRACTOR’S E.I.N/TAX I.D. NO.: 33-0658866
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2029
CONSIDERATION: Not to exceed per CITY Fiscal Year (“FY”):

FY 2026-27: $250,000.00
FY 2027-28: $250,000.00
FY 2028-29: $250,000.00
Total Not to Exceed: $750,000.00, as
described in Exhibit B
Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -2-
B0785-0001\3251268v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
SUNWEST ENGINEERING CONSTRUCTORS, INC. FOR

ABOVEGROUND AND BELOWGROUND STORAGE TANK

SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”) and SunWest Engineering Constructors, 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.

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, 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.

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

Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -4-
B0785-0001\3251268v1.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Contractor Pollution 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, CONTRACTOR agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on an ACORD form, 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: 4C542725-9953-8317-828B-D5E1B292AED1 -5-
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(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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 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: 4C542725-9953-8317-828B-D5E1B292AED1 -6-
B0785-0001\3251268v1.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 C, 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: 4C542725-9953-8317-828B-D5E1B292AED1 -7-
B0785-0001\3251268v1.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
____________________________
CRAIG A. CORMAN
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: SunWest Engineering
Constructors, Inc.

SPENCER KISSICK
Director

MICAELA KISSICK
Corporate 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
[Signatures continue]
Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -8-
B0785-0001\3251268v1.doc
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
____________________________

ANTHONY RODSTEIN
Purchasing Services Manage
Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -9-
B0785-0001\3251268v1.doc

EXHIBIT A

SCOPE OF WORK
CITY owns and operates the following underground fuel-storage tanks (UST):

Address Facility No. of UST Fuel Type Volume (Gal)
9335 W. 3rd Street Central Fuel 2 Unleaded 10,000
9335 W. 3rd Street Central Fuel 1 Diesel 15,000
445 N. Rexford Drive Fire Station No. 1 1 Diesel 10,000 464 N. Rexford Drive Police Station 1 Diesel 6,000
CONTRACTOR shall perform the following services in connection with these facilities:

A. Provide "Designated Underground Storage Tanks (UST) Operator" responsibilities to CITY in accordance with all provisions stated in the California Code of Regulations Title 23, Chapter 16, Article 10, Section 2715 Underground Storage Tanks regulations and/or other local regulations that may apply. CONTRACTOR's duties shall include, but not be limited to, the following:

1. Conduct monthly inspections of CITY's USTs indicated.

2. Confirm that the UST Monitoring System is operational.

3. Provide California State Water Board checklist that details the status of the monitoring system.

4. Confirm and record that alarm conditions for the past 30 days have been investigated and addressed.

5. Perform inspection of UST facility equipment and notify on-site operator of any equipment deficiencies.

6. Conduct annual training for on-site operator and fueling personnel and document such training (training beyond the annual training requirement will be additional).

7. Provide and maintain the "Regulatory Compliance Information Binder" that is kept on-site.

8. Provide consultation services to CITY for the above-listed USTs:

B. Perform Annual Certification of Monitoring Equipment on the above-listed USTs in accordance with Section 2638 of Article 2, Chapter 16, Division 3, and Title 23 of California Code of Regulations. Monitoring inspections and certifications shall be completed during the first quarter of each calendar year.

C. Perform triennial testing (SB989) of the secondary containment systems on the abovelisted USTs in accordance with testing procedures outlined in the California Code of Regulations, Title 23, S 2637, Subdivision (a)(2). First SB 989 testing to be completed during the fourth quarter of calendar year 2028 and subsequent testing to be performed 36 months thereafter.

Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -10-
B0785-0001\3251268v1.doc
D. Perform Overfill Prevention Testing including the removal and testing of drop tubes in each fuel tank.

E. Conduct Monitor Certification testing per the October 13, 2018 regulations or any superseded regulations.

F. Perform annual testing and certification of enhanced vapor recovery system for gasoline underground storage tanks and dispensers in accordance with testing procedures, CP-201, as mandated by the California Air Resources Board.

G. Replace hoses, as needed, for Assist Phase Il EVR Systems Certified under EO VR 201 and 202 to meet the California Air Resources Board's low permeation performance standard.

H. Perform inspection, testing, and maintenance and repairs on aboveground storage tanks (AST) components, as requested by CITY staff.

I. Perform other services and/or repairs on UST components as requested by CITY staff.

CONTRACTOR shall submit a written estimate, which is subject to the prior written approval of the CITY Administrator prior to commencement of such work. Upon CITY's request for additional services, each additional service will be set forth in writing in an executed Individual Project Order (IPO) to be approved by CITY 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 not-to-exceed amount which shall include all labor 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 written permission or an amendment to the IPO. CONTRACTOR shall state the nature and period of any warranty or guarantee on items used for any replacement or repair of infrastructure. Manufacturer's specifications shall be submitted with the quote for repair and shall be considered a part of this Agreement where such specifications meet the minimum CITY specifications.

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

CITY shall make available to CONTRACTOR any UST-related record or document that may be needed by CONTRACTOR to properly and fully perform its tasks.

CITY shall provide access to CONTRACTOR to the CITY facilities where work is required to be performed under the Agreement.

Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -11-
B0785-0001\3251268v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000.00) per fiscal year for CITY Fiscal Year 2026-2027, CITY Fiscal Year 2027-2028, and CITY Fiscal Year 2028-2029. The total fee under this Agreement shall not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00), including all labor, materials, taxes, and expenses at the rates set forth in this Exhibit. CITY shall compensate CONTRACTOR at the rates in this Agreement for each project as set forth in each IPO described in Exhibit A.

RATES
Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -12-
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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: 4C542725-9953-8317-828B-D5E1B292AED1 -13-
B0785-0001\3251268v1.doc

EXHIBIT C
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 seq. concerning the employment of apprentices on public works projects. CONTRACTOR shall Docusign Envelope ID: 4C542725-9953-8317-828B-D5E1B292AED1 -14-
B0785-0001\3251268v1.doc
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: 4C542725-9953-8317-828B-D5E1B292AED1 Certificate Of Completion
Envelope Id: 4C542725-9953-8317-828B-D5E1B292AED1 Status: Sent Subject: Complete with Docusign: Sunwest Engineering Constructors, Inc. - Tank Services Source Envelope:

Document Pages: 14 Signatures: 7 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.177
Record Tracking
Status: Original
5/13/2026 4:13:41 PM
Holder: Erin Justus
[email protected]
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Micaela Kissick
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Spencer Kissick
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Chairman of the Board
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Anthony Rodstein
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Purchasing Services Manager
City of Beverly Hills (Finance Department)
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Sharon L'Heureux Dressel
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Risk Manager
Sharon Dressel
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Michael V. Hensley
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Deputy Director of Public Works-Operations
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Shana E. Epstein
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City of Beverly Hills
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1 B0785-0001\3250302v2.doc

AGREEMENT BETWEEN CITY OF BEVERLY HILLS AND THE

MAPLE COUNSELING CENTER FOR VARIOUS MENTAL

HEALTH SERVICES
NAME OF CONSULTANT: The Maple Counseling Center
RESPONSIBLE PRINCIPAL OF CONSULTANT: Varina Bleil, Chief Executive Officer CONSULTANT’S ADDRESS: 1945 S. La Cienega Blvd.

Los Angeles, CA 90034
Attention: Varina Bleil, Chief Executive
Officer
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Gregory W. Barton, Fire Chief
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $291,000.00 as more fully
described in Exhibit B
Fire Department-H.S.: $185,000.00
Fire Department-EMS (CRT): $35,000.00
Fire Department-Admin.: $36,000.00
Human Resources Dept.: $35,000.00
Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 2 B0785-0001\3250302v2.doc

AGREEMENT BETWEEN CITY OF BEVERLY HILLS AND THE

MAPLE COUNSELING CENTER FOR VARIOUS MENTAL

HEALTH SERVICES
THIS AGREEMENT is made and entered into in the CITY of Beverly Hills by and between the CITY of Beverly Hills, a municipal corporation ("CITY"), and The Maple Counseling Center, a non-profit corporation ("CONSULTANT").

R E C I T A L S
WHEREAS, CITY desires to fund programs and services that benefit the residents of CITY and programs which represent CITY’s commitment to regional social and human service efforts;
WHEREAS, CITY desires to provide funds for the Fiscal Year 2026-2027 to support the operation within CITY of a valuable entity which provides community mental health services; and
WHEREAS, CONSULTANT is a non-profit corporation that provides affordable mental health services for individuals, couples, families, and groups to persons in CITY ("Project").

NOW, THEREFORE, in consideration of the mutual covenants of the parties hereto, it is agreed as follows:

Section 1. Use of Funds. CONSULTANT shall use the funds authorized under the Agreement to provide low-cost, individual, group and senior counseling for the Beverly Hills community in accordance with the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein
Section 2. Fund Authorization. CITY authorizes the sum of Two Hundred Ninety-One Thousand Dollars ($291,000.00) to be paid to CONSULTANT for the Fiscal Year 2026-2027. Payments shall be made to CONSULTANT as outlined in Exhibit B, attached hereto and incorporated herein. Each payment is contingent upon CONSULTANT compliance with the terms of this Agreement.

Section 3. Reports. Prior to the release of additional payment(s), CONSULTANT shall furnish comprehensive progress reports to the Human Services Administrator (hereinafter “Administrator”), as to the progress of the Project including an accounting of specific Project activities, changes to Project and the benefit to residents, visitors and/or employees of CITY.

Section 4. Assignments. This Agreement shall not be assigned by CONSULTANT without the prior written consent of CITY.

Section 5. Independent Contractor Relationship. At all times during the term of this Agreement, CONSULTANT shall be an independent contractor and CONSULTANT, its officers, employees, and agents shall not be employees of the CITY.

Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 3 B0785-0001\3250302v2.doc
Section 6. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, 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.
(b) CONSULTANT shall at all times during the term of 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, 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. (c) CONSULTANT agrees to maintain in force at all times during the performance of work under this Agreement workers’ compensation and employer’s liability insurance as required by law. If CONSULTANT represents that it is not required by law to maintain workers' compensation insurance coverage, CONSULTANT shall sign an affidavit to this effect on a form approved by CITY.
(d) CONSULTANT shall at all times during the term of this Agreement maintain 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. (e) CONSULTANT shall require each of its sub-consultants or sub-consultant to maintain insurance coverage which meets all of the requirements of this Agreement. (f) 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 Insurance Guide.
(g) 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.
(h) 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 an ACCORD form, 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 policy of insurance required by this Agreement shall contain an endorsement naming CITY as an additional insured. 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 this Agreement.

Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 4 B0785-0001\3250302v2.doc
(i) 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.
(j) 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.
(k) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 7. 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 8. Term and Termination.
(1) The term of this Agreement shall be twelve (12) months commencing upon the execution date unless terminated earlier or extended as provided herein. (2) Termination for Convenience: CITY may terminate this Agreement, in whole or in part, at any time by written notice to CONSULTANT when it is in CITY’s best interest. (3) 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 reimbursed for services provided under the Agreement up to the effective date of termination. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.
(4) Opportunity to Cure: CITY in its sole discretion may, in the case of a termination for breach or default, allow CONSULTANT three (3) days in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions.

If CONSULTANT fails to remedy to CITY’s satisfaction the breach or default of any of the terms, covenants, or conditions of the Agreement within three (3) days after receipt by CONSULTANT of written notice from CITY setting forth the nature of said breach or default, CITY shall have the right to terminate the Agreement without any further obligation to CONSULTANT. Any such termination for default shall not in any way operate to preclude CITY from also pursuing all available remedies against CONSULTANT and its sureties for said breach or default.

Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 5 B0785-0001\3250302v2.doc
(5) Waiver of Remedies: In the event that CITY elects to waive its remedies for any breach by CONSULTANT of any covenant, term or condition of this Agreement, such waiver by CITY shall not limit CITY’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement.

Section 9. 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.

Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 6 B0785-0001\3250302v2.doc
EXECUTED this day of , 20__, in the CITY of Beverly Hills, California.

CITY OF BEVERLY HILLS,
a municipal corporation
CRAIG A. CORMAN
Mayor
ATTEST:

HUMA AHMED
City Clerk
CONSULTANT:

THE MAPLE COUNSELING CENTER, a
non-profit corporation

VARINA BLEIL
Chief Executive Officer

HARRY KRAUSHAAR
Treasurer, Finance Committee Chair
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
______________________________
LAURENCE S. WIENER GREGORY W. BARTON
City Attorney Fire Chief
______________________________

NANCY HUNT-COFFEY
City Manager
______________________________

SHELLEY OVROM
Director of Human Resources
[signatures continue]
Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 7 B0785-0001\3250302v2.doc
______________________________

ANTHONY RODSTEIN
Purchasing Services Manager
______________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 8 B0785-0001\3250302v2.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following services:

I.) Fire Department-Human Services (H.S.)

1. Meet the mental health/counseling needs of people of all ages, with specialized programs offered to couples, families, and older adults.

2. Make medication evaluation available and affordable for clients to augment their counseling.

3. Offer emergency intervention programs, including services that support Beverly Hills residents, employees of businesses, and CITY ‘first responder’ personnel following a tragic event.

4. Provide municipal employees with ongoing support and educational programs.

5. Provide counseling and other support services for students in the local schools.

6. Implement programs to respond to community needs.

7. All services are delivered under the direct supervision of 13 clinical staff, all seasoned licensed clinicians whose credentials include:
• Psychologist (PhD, PsyD)
• Licensed Clinical Social Worker (LCSW)
• Licensed Marriage and Family Therapist (LMFT)
• Licensed Professional Clinical Counselor (LPCC)
• Art Therapist, Board Certified (ATR-BC)
• Registered Play Therapist-Supervisor (RPT-S)
II.) Fire Department-Emergency Medical Services Crisis Response Team or CRT)

1. Purpose. The City’s Fire Department seeks to expand its multidisciplinary model of care by integrating a Crisis Response Team (CRT). The CRT is designed to provide a coordinated, rapid, and effective response to emergencies or critical incidents that occur within Beverly Hills.

2. Program. CONSULTANT and CITY will partner to provide clinical and psychological services to the community through the implementation of a Crisis Response Team.

The partnership will include the following:
a. On-Call Clinical Support & Deployment
i. CONSULTANT shall be on-call to provide rapid response and deployment to crisis situations within the community, including but not limited to behavioral health emergencies, Natural Disasters, large - scale trauma related incidents, and other critical incidents requiring Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 9 B0785-0001\3250302v2.doc
clinical or psychological intervention.
ii. For high-acuity crises, the CONSULTANT is expected to be on scene within sixty (60) minutes of dispatch, when safe and feasible to do so. iii. Staffing shall include, at a minimum, one licensed professional responsible for coordinating volunteers, supervising clinical interventions, overseeing the provision of appropriate resources and services, and developing aftercare plans for individuals served. b. Post Deployment Support
i. Individual therapy sessions (1 to 3 sessions per volunteer, as needed) shall be made available following CRT activation or critical incident response.
ii. Group debriefs facilitated by TMCC licensed clinicians shall be provided after significant deployments.
iii. Post-deployment debriefings shall include professional learning through case study reviews and are intended to support volunteer development, resilience, and overall well-being.
c. Psychological First Aid Training & Supervision
i. CONSULTANT shall provide Psychological First Aid (PFA) training to both new and returning Crisis Response Team (CRT) volunteers. ii. Each training cohort shall include a minimum of three (3) volunteers. iii. Training shall be ongoing and shall include both initial certification and continuing education components.
iv. TMCC licensed clinicians shall provide mental health supervision to volunteers following CRT deployment.
v. CONSULTANT shall maintain an adequate pool of trained volunteers capable of responding to community crises. CONSULTANT shall be responsible for ensuring that such volunteers are properly prepared, organized, and equipped to provide timely and effective crisis care services.

III.) Fire Department-Administration (Admin.)

1. Provide short-term therapy for all staff at the Beverly Hills Fire Department (BHFD) and their eligible dependents living within their home. • Therapeutic options will include individual (all ages), couples, and family therapy. Individuals will be entitled to receive up to ten (10) confidential sessions at no cost to the client(s)

2. Assess the mental health needs of referred client(s) during intake. Following intake.
• Staff will be assigned to the most appropriate therapist for his/her/their clinical need(s). This will include in-house pre-licensed therapists and licensed therapists outside the organization when clinically needed.

3. Provide the following services through its Briskin | Wilder Welcome Center:
• Consultation upon request with BHFD supervisors regarding the mental health needs of BHFD employees.
• Consultation with BHFD employees involved in critical incidents following the occurrences; to include assessment and referral to appropriate mental health care as needed.

Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 10 B0785-0001\3250302v2.doc

4. Provide programmatic collateral for distribution to BHFD employees (e.g. brochures, flyers, and other support materials) in electronic and/or print form as desired, upon request.

5. Attend any health fairs, as requested by BHFD, to help familiarize the community with these available services.

IV.)Human Resources Department
A. CONSULTANT shall provide counseling services at the Maple Counseling Center (“TMCC”), free of charge, to CITY employees and their family members, including Police Department personnel. Services at TMCC shall include individual and group counseling sessions. If applicable, CONSULTANT shall bill the service user’s insurance company for appropriate services rendered. CONSULTANT shall not collect any unpaid balances not covered by the service user’s insurance company.

B. CONSULTANT shall provide referrals to a substance use treatment program to any CITY employee who tests positive for the use of illegal drugs or use of alcohol on the job. Treatment for substance abuse may include discussing treatment with a medical review doctor and/or counseling at TMCC, and referrals to community resources, inpatient or outpatient programs.

C. CONSULTANT shall provide up to six (6) fit for duty assessments on behalf of CITY. Referrals for fit for duty assessments will be at the discretion of the Director of Human Resources or his/her designee.

D. CONSULTANT shall provide CITY services under TMCC's Maple Response Network, including follow-up crisis debriefing for Police personnel as well as other CITY staff either at City Hall or through a virtual video platform to be approved by CITY in writing.

E. CONSULTANT shall provide to CITY four (4) workshops and training programs annually. The date, time and topic of these workshops and trainings will be determined by CITY's Human Resources Department in conjunction with the TMCC.

F. CONSULTANT shall provide to CITY a phone number where CITY employees and their family membersPolice Department personnel, can speak with a counselor during CONSULTANT's normal hours of operation. Calls received outside CONSULTANT's normal hours of operation shall be returned within twenty-four (24) hours.

G. CONSULTANT shall provide CITY with written quarterly reports summarizing CITY's usage of CONSULTANT services as well as the number and type of workshops and trainings conducted for CITY. Quarterly reports shall be submitted directly to the Director of Human Resources.

Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 11 B0785-0001\3250302v2.doc

EXHIBIT B

SCHEDULE OF PAYMENTS AND RATES
CITY shall compensate CONSULTANT in the following not to exceed amounts for the services provided under the Agreement as follows:

Fire Department-H.S.:

CITY shall compensate CONSULTANT for the services required by the Agreement in an amount not to exceed One Hundred Eighty-Five Thousand Dollars ($185,000.00) for Fiscal Year 2026-2027..

Fire Department-EMS (CRT):

CITY shall compensate CONSULTANT for the services required by the Agreement in an amount not to exceed Thirty-Five Thousand Dollars ($35,000.00) for Fiscal Year 2026-2027.

Fire Department-Administration:

CITY shall compensate CONSULTANT for the services required by the Agreement in an amount not to exceed Thirty-Six Thousand Dollar ($36,000.00), paid in monthly installments of Three-Thousand Dollars ($3,000.00) per month for Fiscal Year 2026-2027.

Human Resources Department:

CITY shall compensate CONSULTANT for the services required by the Agreement in an amount not to exceed Thirty Five Thousand Dollars ($35,000.00) for Fiscal Year 2026-2027.

In no event shall the total amount paid to CONSULTANT under the Agreement exceed Two Hundred Ninety One Thousand Dollars ($291,000), per the following schedule:

Departments/Divisions Billing Interval Amount Annual Not-To-Exceed Fire Admnistration Monthly $ 3,000.00 $ 36,000.00
EMS (Crisis Response Team) Quarterly $ 8,750.00 $ 35,000.00 Human Resources Annual $ 35,000.00 $ 35,000.00
Hourly (Individual ) $ 60.00
Hourly (Group ) $ 25.00
$ 291,000.00
Human Services $ 185,000.00
Docusign Envelope ID: D145ECB7-DBDA-8B80-8231-022342661796 Certificate Of Completion
Envelope Id: D145ECB7-DBDA-8B80-8231-022342661796 Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Maple Counseling Center Source Envelope:

Document Pages: 11 Signatures: 7 Envelope Originator:

Certificate Pages: 4 Initials: 0 Michael Liongson
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.162
Record Tracking
Status: Original
5/18/2026 10:15:52 AM
Holder: Michael Liongson
[email protected]
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Signer Events Signature Timestamp
Varina Bleil
[email protected]
CEO
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Harry Kraushaar
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LLC MEMBER
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Gregory W. Barton
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Fire Chief
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Sharon Dressel
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City of Beverly Hills (Finance Department)
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
THE POND COMPANY INC. FOR SERVICING OF PONDS WITH

AQUATIC LIFE, INCLUDING KOI, AT WILL ROGERS

MEMORIAL PARK, GREYSTONE PARK, AND BEVERLY

GARDENS PARK
NAME OF CONTRACTOR: The Pond Company Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Jon Rasmussen, President/Secretary CONTRACTOR’S ADDRESS: 390 Alhambra Road, Suite E
San Gabriel, Ca 91775
Attention: Jon Rasmussen,
President/Secretary
CONTRACTOR’S E.I.N/TAX I.D. NO.: 46-4461250
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Not to exceed $330,000.00 as detailed in Exhibit A

Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 2 B0785-0001\3251261v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
THE POND COMPANY INC. FOR SERVICING OF PONDS WITH

AQUATIC LIFE, INCLUDING KOI, AT WILL ROGERS

MEMORIAL PARK, GREYSTONE PARK, AND BEVERLY

GARDENS PARK
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and The Pond Company 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.

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

Section 3. Compensation.
(a) Compensation
CITY agrees to compensate 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 A, attached hereto and incorporated herein, based on the rates set forth in Exhibit A. (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: 1D14781B-3B79-8091-8375-5BFBA9292933 3 B0785-0001\3251261v1.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 A.

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

Section 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 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 Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 4 B0785-0001\3251261v1.doc
($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 ACORD form, 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.

Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 5 B0785-0001\3251261v1.doc
(b) All duties of CONTRACTOR under this section shall survive termination or expiration of the Agreement.

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

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 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 Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 6 B0785-0001\3251261v1.doc
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 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.

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

CITY OF BEVERLY HILLS
A Municipal Corporation

CRAIG A. CORMAN
Mayor of the City of Beverly Hills, California
[signatures continue]
Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 7 B0785-0001\3251261v1.doc
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: The Pond Company Inc.

JON RASMUSSEN
President/Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 8 B0785-0001\3251261v1.doc

EXHIBIT A

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

CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Three Hundred Thirty-Three Thousand Dollars ($330,000.00), including all labor, material, equipment, taxes, and expenses at the rates set forth in this Exhibit.

1. For the sum of Two Thousand One Hundred Ninety Dollars ($2,190.00) per month, -orTwenty-Six Thousand Two Hundred Eighty Dollars ($26,280.00) per year.

CONTRACTOR shall provide pond service to the following locations:

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

2. For an additional sum of Forty-Six Thousand Four Hundred Five Dollars ($46,405.00) per year, CONTRACTOR shall provide the following vacuuming services, sand changes, repotting, and addition of aquatic plants.

A. Eighteen (18) additional “vacuuming” services to the Will Rogers pond during the months of January through May and September through December, each service to be conducted twice (2x) per month, at a price of Four Hundred Ninety ($490.00) per Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 9 B0785-0001\3251261v1.doc
service, for a total (not to exceed) amount of Eight Thousand Eight Hundred Twenty Dollars ($8,820.00) per year.

Twelve (12) additional “vacuuming” services to the Will Rogers pond during the months of June, July, and August, each service to be conducted four times (4x) per month (once per week), at a price of Four Hundred Ninety Dollars ($490.00) per service, for a total (not to exceed) amount of Five Thousand Eight Hundred Eighty Dollars ($5,880.00) per year.

B. Three (3) sand filter changes per year (2 at Willow Pond and 1 at Reflection Pond) at a cost of Two Hundred Twenty-Five Dollars ($225.00) per change per one fountain, for a total (not to exceed) cost of Six Hundred Seventy-Five Dollars ($675.00) per year for these ponds.

C. Forty-five (45) additional vacuuming services to the Beverly Gardens pond at Four Hundred Ninety Dollars ($490.00) per service, for a total (not to exceed) cost of Twenty-Two Thousand Fifty Dollars ($22,050.00) per year.

D. Standard Lilies. Replacement of lilies at Beverly Gardens (60 lilies total; 3 lilies to a container) at a cost of One Hundred Fifty-Five Dollars ($155.00) each container, for a total (not to exceed) cost of Three Thousand One Hundred Dollars ($3,100.00) per year (20 containers). These are typically 3½-gallon containers. CONTRACTOR may use existing containers or provide new containers. All containers in the subject pond must be black and must be the same size at any time. The need for replacement depends on weather and other environmental factors; the actual number of lilies to be replaced per year varies. CONTRACTOR shall discuss with CITY Administrator and obtain written approval prior to replacing these lilies.

E. Specialty Lilies. Thirty-five (35) containers with new custom-planted lilies (3 lilies to a container) at a cost of One Hundred Sixty-Eight Dollars ($168.00) each container, for a total (not to exceed) cost of Five Thousand Eight Hundred Eighty Dollars ($5,880.00) per year. This consists of twenty (20) containers at Beverly Gardens and fifteen (15) containers at Greystone Reflection Pond. CONTRACTOR may use existing containers or provide new containers. All containers in the subject pond must be black and must be the same size at any time. (The containers for the standard lilies and the specialty lilies at Beverly Gardens must be the same.) These are specialty lilies added seasonally (in spring) and are in addition to those in item D.

Once the specialty lilies decline or go dormant, CONTRACTOR shall remove the containers.

At Greystone Reflection Pond, there shall be fifteen (15) containers in the spring.

Some will be removed as they decline or go dormant during the rest of the year, depending on weather and other environmental factors.

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

Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 10 B0785-0001\3251261v1.doc
CONTRACTOR shall promptly notify CITY in writing of any malfunction of equipment or mechanical components, or safety malfunction, or sickness or death of koi fish or other aquatic life (e.g., lilies).

TOTAL ANNUAL COSTS FOR TASKS 1 and 2 ABOVE NOT TO EXCEED: $72,685.00 If the annual Scope of Services is reduced (or increased) at the written direction of CITY, the monthly invoice amount will be adjusted accordingly.

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

At times, miscellaneous repairs may be needed to motors, pumps, filters, hydraulic systems, circuitry, or bulb replacement, etc. as needed to maintain the ponds, keep the aquatic life alive and/or to address unforeseen circumstances. A different contractor hired by CITY (not covered under this Agreement) will repair any mechanical and electrical problems with the ponds (e.g., motors, pumps, circuitry, etc.). Notwithstanding the above, CITY may make written requests for CONTRACTOR (covered under this Agreement) to repair certain equipment.

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

Hourly Rates for As-Needed and Emergency Response
Service Period Rate
Normal Work Hours
(Monday–Friday, 8:00AM–5:00PM)

$75.00/hour - Standard Labor-Maintenance
$125.00/hour - Specialty Technician
(Repairs/Construction)
Weekday Outside Normal Hours and
Saturday

$112.50/hour - Standard Labor-Maintenance
$187.50/hour – Specialty Technician
(Repairs/Construction)

Sunday and Holiday
$150.00/hour - Standard Labor-Maintenance
$250.00/hour - Specialty Technician
(Repairs/Construction)
Description of Item or Service Location of
Pond
Cost for One
of Each Item
(for CITY to
keep in
inventory)
Cost for One
of Each Item,
Plus Cost for
Installation
Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 11 B0785-0001\3251261v1.doc
Six (6) Hayward Eco Star Pumps and
Motors. 230 Volts (V). Pull approx. 10
amperes (amps) each.

Pond at
Beverly
Gardens Park
$1,950.00
Per one pump
and motor
$2,150.00
Per one pump
and motor
Six (6) Aquadyne 30000 Filters with air
blowers on each filter
Pond at
Beverly
Gardens Park
$9,100.00
Per filter
$9,500.00
Per filter
Two (2) Whisper Flow 1 horsepower (HP)
Pumps and Motors. 110V. Pull approx. 15
amps each.

Willow Pond
at Greystone
Park
$1,400.00
Per one pump
and motor
$1,600.00
Per one pump
and motor
One (1) 1.5HP Whisper Flow Pump and
Motor. 230V. Pulls approx. 10 amps.

Reflection
Pond at
Greystone
Park
$995.00
Per one pump
and motor
$1,195.00
Per one pump
and motor
One (1) Recirculating Pump: Pentair
Intelliflo variable speed flow (VSF)
(Part#011056), 3HP totally enclosed fan
cooled (TEFC) Motor, 230V. 1-phase (1PH)
16 amps, 100 gallons per minute
(GPM)@60’ total dynamic head (TDH) (set
flowrate on pump controller), 2” suction/2”
discharge. (55 pounds [lbs])
Pond at Will
Rogers
Memorial
Park
$2,200.00
Per one pump
and motor
$2,400.00
Per one pump
and motor
One (1) Booster Pump: Pentair EQW500
(Part#340017) with 5HP ACU Drive XS
Variable Frequency Drive, 5HP open drip
proof (ODP) Motor, 208/230V. 3-phase
(3PH) 23 amps, 600 GPM@18’TDH@1800
rotations per minute (RPM), 6” suction/4”
discharge. (126 lbs)
Pond at Will
Rogers
Memorial
Park
$9,000.00
Per one pump
and motor
$9,250.00
Per one pump
and motor
One (1) Filter: Pentair Quad 100
(Part#188594) with multiport valve
(Part#261055), D.E. Cartridge Style pool
filter, 100 square foot (SF) filter area, 150
GPM maximum, 21.5” Diameter (DIA) tank,
2”DIA inlet and outlet (effluent) (Inf/Eff).
(400 lbs operational weight)
Pond at Will
Rogers
Memorial
Park
$2,200.00
Per filter
$2,500.00
Per filter
One (1) Ultraviolet Sterilizer: Evoqua
Barrier TI Ultraviolet Treatment System
(Model#TI-1200-4), (1) lamp x 200 watts,
120/240V. 1PH, 132 GPM maximum, 2”DIA
inf/eff. (35.3 lbs)
Pond at Will
Rogers
Memorial
Park
$9,000.00
(50,000-gallon
unit)
Per sterilizer
$700.00
$9,200.00
Per sterilizer
$850.00
Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 12 B0785-0001\3251261v1.doc
Two (2) Flowmeters: FlowVIS Model#FV-C,
NSF 50 Certified to 50 pounds per square
inch (PSI).

Pond at Will
Rogers
Memorial
Park
$250.00
Per flowmeter
$325.00
Per flowmeter
Note: The Will Rogers Pond is currently undergoing complete renovation that is tentatively expected to be finished in calendar year 2026.

In addition to the prices listed above, upon CITY’s request, CONTRACTOR shall provide a written estimate with a not-to-exceed amount for any necessary extra repair work, or any other additional as-needed work. CONTRACTOR shall not begin work until the CITY provides approval in writing (e.g., proposal signed by CITY’s Administrator or designee).

If the scope of the engagement changes or the cost of the engagement will exceed the not-toexceed amount, then CONTRACTOR shall obtain written permission from CITY’s Administrator or designee.

ESCALATIONS
Pricing Escalations (percentage), if any1
Starting July 1, 2027 3%
Starting July 1, 2028 3%
1 If Agreement is extended.

CONTRACTOR may modify its rates and/or provide or modify pricing for materials not more than once per calendar year starting July 1, 2027 upon providing CITY with 30 days prior written notice and upon CITY’s written approval.

OTHER PAYMENT TERMS
CONTRACTOR shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall include documentation setting forth in detail a description of services rendered and materials provided during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

OTHER TERMS IN SCOPE OF SERVICES
CONTRACTOR is not responsible for fish loss or aquatic life mortality resulting from pre-existing health conditions, water supply contamination, vandalism, wildlife predation, electrical outages, extreme weather events, acts of God, third-party interference, or fish health and overall water quality that is dependent upon environmental and infrastructure conditions outside of the control of CONTRACTOR.

Docusign Envelope ID: 1D14781B-3B79-8091-8375-5BFBA9292933 Certificate Of Completion
Envelope Id: 1D14781B-3B79-8091-8375-5BFBA9292933 Status: Sent Subject: Complete with Docusign: The Pond Company Inc. - Servicing Ponds.pdf Source Envelope:

Document Pages: 12 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Jazmin Rosas
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.177
Record Tracking
Status: Original
5/12/2026 2:34:37 PM
Holder: Jazmin Rosas
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jon Rasmussen
[email protected]
Owner/ President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:6c50:5af0:82f0:8c72:8cf3:63e4:91bc
Sent: 5/12/2026 2:43:14 PM
Resent: 5/13/2026 11:51:34 AM
Viewed: 5/13/2026 4:12:50 PM
Signed: 5/13/2026 4:14:28 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: 2a04:4e41:2805:101c::8cf4:201c
Signed using mobile
Sent: 5/13/2026 4:14:29 PM
Viewed: 5/13/2026 5:00:32 PM
Signed: 5/13/2026 5:00:46 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: 5/13/2026 5:00:48 PM
Viewed: 5/19/2026 2:30:36 PM
Signed: 5/19/2026 2:30:41 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: 5/19/2026 2:30:42 PM
Viewed: 5/20/2026 8:04:35 AM
Signed: 5/20/2026 8:04:44 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/20/2026 8:04:45 AM
Viewed: 5/20/2026 11:13:54 AM
Signed: 5/20/2026 11:22:11 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/20/2026 11:22:12 AM
Viewed: 5/20/2026 1:47:37 PM
Signed: 5/20/2026 1:47:57 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
Craig A. Corman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

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

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, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $350,000 (including
reimbursable expenses) as detailed in
Exhibit B, Schedule of Payment and Rates
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 2 B0785-0001\3202491v3.doc

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.

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: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 3 B0785-0001\3202491v3.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 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 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: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 4 B0785-0001\3202491v3.doc
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: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 5 B0785-0001\3202491v3.doc
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

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

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: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 6 B0785-0001\3202491v3.doc
Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 7 B0785-0001\3202491v3.doc
EXECUTED the day of 20 , at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
CRAIG A. CORMAN
Mayor
ATTEST:

HUMA AHMED
City Clerk
(SEAL)
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: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 8 B0785-0001\3202491v3.doc

EXHIBIT A

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.

Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 9 B0785-0001\3202491v3.doc

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 FY 2026 / 2027
General Project Support by Principals Neil
Shaw and Dave Stockton
$5,000 per month
Full time hourly field support by Randy Maestas $145.40 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 at cost such as miscellaneous hardware, fiber wipes, field tools, fiber jumper assemblies, power supplies, patch cords, velcro straps, switches and cables.

Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 10 B0785-0001\3202491v3.doc
ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 11 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 12 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 13 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 14 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 15 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 16 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 17 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E 18 B0785-0001\3202491v3.doc
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E B0785
-0001\3202491v3.doc
19 Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E B0785-0001\3202491v3.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 C.

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

EXPIRATION
DATE
B.I. LIMITS AGGREGATE
P.D.
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

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.

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.

EXHIBIT C
Docusign Envelope ID: F1D67FCD-86C1-47E8-B02D-A4761C84B35E Certificate Of Completion
Envelope Id: F1D67FCD-86C1-47E8-B02D-A4761C84B35E Status: Sent Subject: Complete with Docusign: Agreement - Uptown Services LLC (FY26-27).pdf Source Envelope:

Document Pages: 20 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: 198.245.189.181
Record Tracking
Status: Original
4/28/2026 1:35:57 PM
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:
2601:280:5f81:25f0:602e:e2ff:45a4:77b9
Sent: 4/28/2026 1:40:23 PM
Resent: 4/28/2026 1:43:01 PM
Viewed: 4/28/2026 2:52:13 PM
Signed: 4/28/2026 2:52:47 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: 98.97.59.117
Signed using mobile
Sent: 4/28/2026 2:52:49 PM
Viewed: 4/28/2026 4:21:17 PM
Signed: 4/28/2026 4:21:34 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
city of beverly hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 4/28/2026 4:21:37 PM
Viewed: 4/28/2026 4:22:23 PM
Signed: 4/28/2026 4:22:35 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1012:b12c:cb0:4500:5534:d48d:8e3f
Sent: 4/28/2026 4:22:38 PM
Viewed: 4/28/2026 4:30:30 PM
Signed: 4/28/2026 4:30:42 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: 4/28/2026 4:30:45 PM
Viewed: 4/30/2026 9:56:09 AM
Signed: 4/30/2026 9:56:20 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
Craig A. Corman
[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 4/28/2026 1:40:23 PM
Envelope Updated Security Checked 4/29/2026 12:06:10 PM Payment Events Status Timestamps
1 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, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $240,000.00 (includes
applicable taxes) as more fully described in
Exhibit B
Docusign Envelope ID: 719EDB5E-C01B-8FF6-82AA-A160049ED928 2 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.

Section 2. Time of Performance.

Docusign Envelope ID: 719EDB5E-C01B-8FF6-82AA-A160049ED928 3 (c) Additional Services.

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 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.

Docusign Envelope ID: 719EDB5E-C01B-8FF6-82AA-A160049ED928 4 (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.

California.
(3) Workers’ compensation insurance as required by the State of (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 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.
(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: 719EDB5E-C01B-8FF6-82AA-A160049ED928 5 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 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.

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 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.

Docusign Envelope ID: 719EDB5E-C01B-8FF6-82AA-A160049ED928 7 EXECUTED the day of 20 , at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
CRAIG A. CORMAN
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: 719EDB5E-C01B-8FF6-82AA-A160049ED928 8 EXHIBIT
A

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. 5) Capture and refine future phase concepts and requirements.

Docusign Envelope ID: 719EDB5E-C01B-8FF6-82AA-A160049ED928 9 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: 719EDB5E-C01B-8FF6-82AA-A160049ED928 Certificate Of Completion
Envelope Id: 719EDB5E-C01B-8FF6-82AA-A160049ED928 Status: Sent Subject: Complete with Docusign: Agreement - XENOPHON A. GIKAS JR. DBA COMMGEEK TECH SERVICES LLC (2026-...

Source Envelope:

Document Pages: 9 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: 198.245.189.87
Record Tracking
Status: Original
6/1/2026 11:03:52 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: 216.24.210.76
Signed using mobile
Sent: 6/1/2026 11:06:51 AM
Resent: 6/2/2026 9:42:06 AM
Resent: 6/3/2026 10:21:51 AM
Resent: 6/3/2026 10:26:24 AM
Viewed: 6/3/2026 11:32:56 AM
Signed: 6/3/2026 11:33:23 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: 208.87.235.180
Sent: 6/3/2026 11:33:25 AM
Viewed: 6/3/2026 12:18:32 PM
Signed: 6/3/2026 12:19:02 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
David Schirmer
[email protected]
cio
city of beverly hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.165
Sent: 6/3/2026 12:19:04 PM
Viewed: 6/3/2026 12:21:12 PM
Signed: 6/3/2026 12:21:23 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:
2600:1014:b067:611b:d03a:8ce9:8cda:e34a
Signed using mobile
Sent: 6/3/2026 12:21:25 PM
Resent: 6/3/2026 3:56:26 PM
Viewed: 6/3/2026 4:07:32 PM
Signed: 6/3/2026 4:07:44 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: 6/3/2026 4:07:45 PM
Viewed: 6/3/2026 4:08:23 PM
Signed: 6/3/2026 4:09:09 PM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
Craig A. Corman
[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 6/1/2026 11:06:51 AM
Payment Events Status Timestamps
Attachment 3
1 B0785-0001\3217918v1.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND ACCO ENGINEERED SYSTEMS, INC.,

FOR MAINTENANCE AND TESTING OF BACKFLOW

PREVENTION DEVICES AT VARIOUS PARKS AND OTHER CITY

LOCATIONS
NAME OF CONTRACTOR: ACCO Engineered Systems, Inc.

RESPONSIBLE PRINCIPAL Jeffrey Marrs, President/CEO
OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 888 E. Walnut Street
Pasadena, CA 91101
Attention: Frank Silva, Regional Sales Manager
CONTRACTOR’S E.I.N./TAX I.D. NO.: 95-1625123
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: November 1, 2022
TERMINATION DATE: June 30, 2025 (original termination date) June 30, 2026 (extended pursuant to Amendment
No. 1)
June 30, 2027 (extended pursuant to this
Amendment No. 2)

CONSIDERATION: Original Agreement: Not to exceed $100,000.00

Amendment No. 1:

Not to exceed per CITY Fiscal Year (FY):

FY 2024-2025: An additional $100,000.00
FY 2025-2026: An additional $100,000.00
Total Not to exceed $300,000.00
Amendment No. 2:

Not to exceed per CITY Fiscal Year (FY):

FY 2026-2027: An additional $100,000.00
FY 2027-2028, if extended: An additional
$100,000.00
Total Not to exceed $500,000.000
Docusign Envelope ID: CF429E94-B000-8BF4-81EB-EB790C4D0DF9 2 B0785-0001\3217918v1.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND ACCO ENGINEERED SYSTEMS, INC.,

FOR MAINTENANCE AND TESTING OF BACKFLOW

PREVENTION DEVICES AT VARIOUS PARKS AND OTHER CITY

LOCATIONS
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and ACCO Engineered Systems, Inc. (hereinafter called "CONTRACTOR") dated November 21, 2022, and identified as Contract No. 714-22 as amended by Amendment No. 1 dated February 20, 2025 and identified as Contract No. 70-25 (collectively, the “Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into a agreement for maintenance and testing of backflow prevention devices at various parks and other CITY locations, which was previously amended.

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

NOW, THEREFORE, the parties agree as follows:

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

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

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

Docusign Envelope ID: CF429E94-B000-8BF4-81EB-EB790C4D0DF9 3 B0785-0001\3217918v1.doc
Section 4. Except as specifically amended by this Amendment No. 2, and other amendments, if any, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation

CRAIG A. CORMAN
Mayor of the City of Beverly Hills, California
ATTEST:
(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: ACCO Engineered Systems, Inc.

HUGH PALMER
Assistant Secretary
[Signatures continue on following page.]
Docusign Envelope ID: CF429E94-B000-8BF4-81EB-EB790C4D0DF9 4 B0785-0001\3217918v1.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

ANTHONY RODSTEIN
Purchasing Services Manager

Docusign Envelope ID: CF429E94-B000-8BF4-81EB-EB790C4D0DF9 5 B0785-0001\3217918v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in Exhibit A in a total amount not to exceed One Hundred Thousand Dollars ($100,000.00) for the period November 1, 2022 through June 30, 2024 and One Hundred Thousand Dollars ($100,000.00) per CITY Fiscal Year 2024-2025 and 2025-2026 and 2026-2027, if extended, One Hundred Thousand Dollars ($100,000.00) per CITY Fiscal Year 2027-2028. The total fee under this Agreement shall not exceed Five Hundred Thousand Dollars ($500,000.00), including labor, taxes, shipping and expenses at the following rates, as of July 1, 2026:

Backflow Prevention
Assembly Task
Labor Cost
Per Task
Parts/Materials Cost
Per Repair
Total Cost
Testing including reporting $109.81 N/A $109.81
Repair - size 1 inch $439.23 $363.10 $802.33
Repair – size 1.5 inch $439.23 $579.78 $1,019.01
Repair – size 2 inch $439.23 $704.23 $1,143.46
Repair – size 3 inch $658.85 $1,610.51 $2,269.36
Repair – size 4 inch $658.85 $1,610.51 $2,269.36
No additional charges for pickup and/or deliveries shall be permitted without prior written approval of CITY.

In the event CITY agrees to extend the term of the Agreement, CONTRACTOR may modify its rates starting July 1, 2027 with no more than a 10% annual escalation of rates upon providing CITY with 30 days prior written notice and upon CITY written approval.

Parts and materials required in the performance of services under this Agreement shall be reimbursed at manufacturer’s cost plus 10% mark-up.

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: CF429E94-B000-8BF4-81EB-EB790C4D0DF9 Certificate Of Completion
Envelope Id: CF429E94-B000-8BF4-81EB-EB790C4D0DF9 Status: Sent Subject: Complete with Docusign: ACCO Engineered Systems (714-22) - Backflow AM2rev..pdf Source Envelope:

Document Pages: 5 Signatures: 6 Envelope Originator:

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 4.17.153.68
Sent: 5/13/2026 4:32:20 PM
Viewed: 5/14/2026 7:32:27 AM
Signed: 5/19/2026 8:37:28 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 5/19/2026 8:37:30 AM
Viewed: 5/19/2026 8:46:41 AM
Signed: 5/19/2026 8:46:56 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/19/2026 8:46:57 AM
Viewed: 5/19/2026 2:25:31 PM
Signed: 5/19/2026 2:25:35 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/19/2026 2:25:36 PM
Resent: 5/20/2026 8:06:43 AM
Viewed: 5/20/2026 8:12:14 AM
Signed: 5/20/2026 8:12:19 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/20/2026 8:12:20 AM
Viewed: 5/20/2026 11:23:30 AM
Signed: 5/21/2026 12:33:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/21/2026 12:33:11 PM
Viewed: 5/21/2026 1:48:30 PM
Signed: 5/21/2026 1:49:00 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
Craig A. Corman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
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 5/13/2026 4:32:20 PM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Envelope Updated Security Checked 5/15/2026 9:13:04 AM
Payment Events Status Timestamps
B0785-0001\3249280v3.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND CHANDLER ASSET
MANAGEMENT, INC. FOR INVESTMENT MANAGEMENT

SERVICES
NAME OF CONSULTANT: Chandler Asset Management, Inc.

RESPONSIBLE PRINCIPAL Nichole Dragoo, Chief Executive Officer OF CONSULTANT:

CONSULTANT’S ADDRESS: 9255 Town Center Dr, Suite 600
San Diego, CA 92121
Attention: Nichole Dragoo, Chief Executive Officer
CONSULTANT’S E.I.N/TAX I.D. NO.: 33-0570869
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Jeff S. Muir, Director of Finance
COMMENCEMENT DATE: September 1, 2021
TERMINATION DATE: September 1, 2024, unless extended pursuant to Section 2 of the Agreement (original termination
date)
September 1, 2025 (as extended pursuant to Section
2 by letter dated May 7, 2024)
September 1, 2026 (as extended pursuant to Section
2 by letter dated April 2, 2025)
September 1, 2027 (as amended by this Amendment
No. 1, unless extended pursuant to Section 2 of the
original Agreement)
CONSIDERATION: Original Agreement: Not to exceed $1,051,500.00 Amendment No. 1: Not to exceed an additional
$425,000.00
Total: Not to exceed $1,476,500.00 as further
described in Exhibit B
Docusign Envelope ID: 43E3128E-5CFF-81D9-8040-F93D87BE7740 B0785-0001\3249280v3.doc
AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND CHANDLER ASSET
MANAGEMENT, INC. FOR INVESTMENT MANAGEMENT

SERVICES
This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Chandler Asset Management, Inc. (hereinafter called "CONSULTANT") dated September 1, 2021 and identified as Contract No. 303-21 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONSULTANT for investment management services.

B. CITY and CONSULTANT desire to amend the Agreement by extending the Termination Date and including additional Consideration for the continuing services.

NOW, THEREFORE, the parties agree as follows:

Section 1. The Termination Date is hereby amended as set forth on the cover page of this Amendment No. 1.

Section 2. The Consideration is hereby amended as set forth on the cover page of this Amendment No. 1.

Section 3. Exhibit B “Additional Terms Specific to Investment Advisory Relationship” shall be amended as attached hereto and incorporated herein by this reference.

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

Docusign Envelope ID: 43E3128E-5CFF-81D9-8040-F93D87BE7740 B0785-0001\3249280v3.doc
EXECUTED the _____ day of __________________, 20___, at Beverly Hills, California.

CITY OF BEVERLY HILLS
A Municipal Corporation
CRAIG A. CORMAN
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Chandler Asset
Management, Inc.

NICHOLE DRAGOO
Chief Executive Officer

MARTIN CASSELL
Chief Financial Officer
APPROVED AS TO FORM:
______________________
LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
______________________________
JEFF S. MUIR
Finance Director
[signatures continue]
Docusign Envelope ID: 43E3128E-5CFF-81D9-8040-F93D87BE7740 B0785-0001\3249280v3.doc
______________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
______________________________

ANTHONY RODSTEIN
Purchasing Manager
Docusign Envelope ID: 43E3128E-5CFF-81D9-8040-F93D87BE7740 B0785-0001\3249280v3.doc
EXHIBIT A-1

ADDITIONAL TERMS

SPECIFIC TO INVESTMENT ADVISORY RELATIONSHIP

1. Authority of CONSULTANT. CONSULTANT has been retained as a consultant only in order to provide certain Investment Advisory services as set forth in Exhibit B (the “Scope of Work”), attached hereto and incorporated herein and shall have no authority or discretion to invest any funds or assets of the CITY unless mutually agreed upon in writing.

2. Electronic Delivery. From time to time, CONSULTANT may be required to deliver certain documents to CITY such as account information, notices and required disclosures. CITY hereby consents to CONSULTANT’s use of electronic means, such as email, to make such delivery. This delivery may include notification of the availability of such document(s) on a website, and CITY agrees that such notification will constitute “delivery”. CITY further agrees to provide CONSULTANT with CITY’s email address(s) and to keep this information current at all times by promptly notifying CONSULTANT of any change in email address(s). CITY email address(s): [email protected]

3. Custody of Securities and Funds. CONSULTANT shall not have custody or possession of the funds or securities that CONSULTANT is advising on. CITY shall appoint a custodian to take and have possession of its assets. CITY recognizes the importance of comparing statements received from the appointed custodian to statements received from CONSULTANT. CITY acknowledges that the fees expressed above do not include fees CiTY will incur for custodial services.

4. Valuation. CONSULTANT will value securities held in portfolios advised on by CONSULTANT no less than monthly. Securities or investments in the portfolio will be valued in a manner determined in good faith by CONSULTANT to reflect fair market value.

5. Investment Advice. CITY recognizes that the opinions, recommendations and actions of CONSULTANT will be based on information deemed by it to be reliable, but not guaranteed to or by it. Provided that CONSULTANT acts in good faith, CITY agrees that CONSULTANT will not in any way be liable for any error in judgment or for any act or omission, except as may otherwise be provided for under the Federal Securities laws or other applicable laws.

6. Other Clients. It is further understood that CONSULTANT may be acting in a similar capacity for other institutional and individual clients, and that advice for CITY’s portfolio or investment program may differ from those made or recommended with respect to other accounts and clients even though the investment objectives may be the same or similar.

7. Confidential Relationship. The terms and conditions of this Agreement, and all information and advice furnished by either party to the other shall be treated as confidential and shall not be disclosed to third parties except (i) as required by law, rule, or regulation, (ii) as requested by a regulatory authority, (iii) for disclosures by either party of information that has become public by means other than wrongful conduct by such party or its officers, Docusign Envelope ID: 43E3128E-5CFF-81D9-8040-F93D87BE7740 B0785-0001\3249280v3.doc
employees, or other personnel, (iv) for disclosures by either party to its legal counsel, accountants, or other professional advisers, (v) as necessary for CONSULTANT to carry out its responsibilities hereunder, or (vi) as otherwise expressly agreed by the parties.

8. Receipt of Brochure and Privacy Policy. CITY hereby acknowledges receipt of the disclosure statement or “brochure” and “brochure supplement” also known as Part 2A and Part 2B of Form ADV, required to be delivered pursuant to Rule 204-3 of the Investment Advisers Act of 1940 (Brochure). CITY further acknowledges receipt of CONSULTANT’s Privacy Policy, as required by Regulation S-P.

Docusign Envelope ID: 43E3128E-5CFF-81D9-8040-F93D87BE7740 Certificate Of Completion
Envelope Id: 43E3128E-5CFF-81D9-8040-F93D87BE7740 Status: Sent Subject: Complete with Docusign: CLEAN Amendment No. 1 - Chandler Asset Management.DOCX Source Envelope:

Document Pages: 6 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Sivan Levin
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
5/18/2026 8:17:07 AM
Holder: Sivan Levin
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/20/2026 11:11:29 AM
Resent: 5/20/2026 11:36:50 AM
Resent: 5/21/2026 8:11:41 AM
Resent: 5/21/2026 8:19:38 AM
Resent: 5/21/2026 9:55:17 AM
Resent: 5/26/2026 8:20:53 AM
Resent: 5/26/2026 9:11:24 AM
Resent: 5/26/2026 9:12:20 AM
Resent: 5/26/2026 9:59:22 AM
Viewed: 5/26/2026 11:28:48 AM
Signed: 5/26/2026 11:28:51 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: 208.87.235.180
Sent: 5/18/2026 8:23:42 AM
Resent: 5/19/2026 9:25:39 AM
Resent: 5/20/2026 8:24:19 AM
Resent: 5/20/2026 11:10:40 AM
Resent: 5/20/2026 11:36:50 AM
Resent: 5/21/2026 8:11:41 AM
Resent: 5/21/2026 8:19:38 AM
Resent: 5/21/2026 9:55:18 AM
Resent: 5/26/2026 8:20:54 AM
Resent: 5/26/2026 9:11:25 AM
Resent: 5/26/2026 9:12:20 AM
Resent: 5/26/2026 9:59:23 AM
Resent: 5/26/2026 12:12:36 PM
Viewed: 5/26/2026 12:13:42 PM
Signed: 5/26/2026 12:14:00 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Martin Cassell
[email protected]
CFO
Chandler Asset Management, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.56.47.126
Sent: 5/18/2026 8:23:45 AM
Viewed: 5/18/2026 9:01:42 AM
Signed: 5/18/2026 9:02:08 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Nicole Dragoo
[email protected]
CEO
Chandler Asset Management, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 4.79.35.66
Sent: 5/18/2026 8:23:42 AM
Viewed: 5/18/2026 8:24:09 AM
Signed: 5/18/2026 8:24:20 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: 5/20/2026 11:11:30 AM
Viewed: 5/20/2026 11:16:20 AM
Signed: 5/20/2026 11:16:54 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jeff S. Muir
[email protected]
Director of Finance
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/26/2026 12:14:02 PM
Viewed: 5/26/2026 12:17:31 PM
Signed: 5/26/2026 12:18:04 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
Craig A. Corman
[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
Shani Parker
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/18/2026 8:23:45 AM
Electronic Record and Signature Disclosure:

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

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

RESPONSIBLE PRINCIPAL OF CONSULTANT: Mr. Eric Haghani, Vice President CONSULTANT’S ADDRESS: 3240 El Camino Real, Suite 190
Irvine, CA 92602
Attention: Mr. Eric Haghani, Vice President
CONSULTANT’S E.I.N./TAX I.D. NO.: 91-2053749
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes,
Director of Community Development
COMMENCEMENT DATE: July 1, 2024
TERMINATION DATE: June 30, 2027, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Original Agreement: Not to exceed per CITY Fiscal Year (“FY”):

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

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

Not to exceed an additional $400,000
Amendment No. 3: No additional
consideration
Total not to exceed: (if extended): $1,600,000, at
the rates set forth in Exhibit B, for all CITY Fiscal
Years that the Agreement remains in effect
Docusign Envelope ID: 3EFB25EC-A2E0-84B5-81C3-DDFF8D076F71

B0785-0001\3251287v1.doc
2 AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE

PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES
This Amendment No. 3 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and CSG CONSULTANTS, INC. (hereinafter called "CONSULTANT") dated June 18, 2024, and identified as Contract No. 286-24, as amended by Amendment No. 1, dated March 7, 2025, and identified as Contract No. 92-25, and Amendment No. 2, dated June 17, 2025 and identified as Contract No. 305-25 (collectively, the “Agreement”).

RECITALS
A. CITY and CONSULTANT entered into an agreement for as-needed plan review and supplemental consulting services, which was previously amended.

B. CITY and CONSULTANT desire to further amend the Agreement to amend the Schedule of Payment and Rates due to an increase in CONSULTANT’s hourly rates.

NOW, THEREFORE, the parties agree as follows:

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

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

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

EXECUTED the day of 20___, at Beverly Hills,
California.
[Signatures on following page.]
Docusign Envelope ID: 3EFB25EC-A2E0-84B5-81C3-DDFF8D076F71

B0785-0001\3251287v1.doc
3 CITY OF BEVERLY HILLS
A Municipal Corporation

CRAIG A. CORMAN
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: CSG Consultants, Inc.

CYRUS KIANPOUR
President

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

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

MICHAEL FORBES
Director of Community Development

SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 3EFB25EC-A2E0-84B5-81C3-DDFF8D076F71 4 B0785-0001\3251287v1.doc

EXHIBIT B

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

A. All hourly rates include benefits, Workers Compensation Insurance, and office expenses.

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

Docusign Envelope ID: 3EFB25EC-A2E0-84B5-81C3-DDFF8D076F71

B0785-0001\3251287v1.doc
5 B. CONSULTANT will pay for the cost of all training, equipment, or materials required by CONSULTANT's staff.

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

D. On each anniversary of the Agreement start date, CONSULTANT may increase in the hourly rate by providing CITY with thirty (30) days prior written notice based on the annual percentage change in the Consumer Price Index for All Urban Consumers (“CPI-U”) as defined in this Exhibit.

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

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

Docusign Envelope ID: 3EFB25EC-A2E0-84B5-81C3-DDFF8D076F71 Certificate Of Completion
Envelope Id: 3EFB25EC-A2E0-84B5-81C3-DDFF8D076F71 Status: Sent Subject: Complete with Docusign: CLEAN Amendment No. 3 - CSG Consultants, Inc.pdf Source Envelope:

Document Pages: 5 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Stephanie Murillo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
5/15/2026 9:20:37 AM
Holder: Stephanie Murillo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Cyrus Kianpour
[email protected]
President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 173.164.165.133
Sent: 5/15/2026 9:24:55 AM
Viewed: 5/15/2026 10:50:27 AM
Signed: 5/15/2026 10:50:36 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Nourdin Khayata
[email protected]
Secretary
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 76.103.160.166
Sent: 5/15/2026 10:50:37 AM
Viewed: 5/15/2026 10:54:06 AM
Signed: 5/15/2026 10:54:17 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/15/2026 10:54:18 AM
Viewed: 5/26/2026 12:42:39 PM
Signed: 5/26/2026 12:42:43 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: 5/26/2026 12:42:44 PM
Viewed: 5/26/2026 1:32:51 PM
Signed: 5/26/2026 1:32:58 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Deborah Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 5/26/2026 1:33:00 PM
Viewed: 5/26/2026 1:34:41 PM
Signed: 5/26/2026 1:34:57 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Michael Forbes
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 104.33.206.247
Signed using mobile
Sent: 5/27/2026 7:51:38 AM
Viewed: 5/27/2026 7:56:02 AM
Signed: 5/27/2026 7:56:11 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
Craig A. Corman
[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
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

CITY OF BEVERLY HILLS AND GAFCON PM-CM LLC
(FORMERLY GAFCON INC.) FOR LABOR COMPLIANCE

CONSULTING SERVICES
NAME OF CONSULTANT: Gafcon PM-CM LLC (formerly Gafcon Inc.) CONSULTANT’S E.I.N./TAX I.D. NO.: 99-0555624
CONSULTANT'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: December 1, 2019
TERMINATION DATE: June 30, 2020 (original termination date) June 30, 2021 (as extended pursuant to
Section 2 by letter dated June 29, 2020)
June 30, 2022 (as extended pursuant to
Section 2 by letter dated April 13, 2021)
June 30, 2023 (as extended pursuant to
Section 2 by letter dated June 2, 2022)
June 30, 2024 (as extended pursuant to
Section 2 by letter dated March 24, 2023)
June 30, 2026 (amended pursuant to
Amendment No. 2)
June 30, 2028 (amended pursuant to this
Amendment No. 5)
CONSIDERATION: Original Agreement:

Not to exceed: $50,000.00
Amendment No. 1:

Not to exceed $150,000.00
Amendment No. 2:

Not to exceed $100,000.00
[Continued on next page]
RESPONSIBLE PRINCIPAL Bryan Benso, Chief Executive Officer OF CONSULTANT:

CONSULTANT'S ADDRESS: 10301 Meanley Drive, Suite 225
San Diego, CA 92131
Attention: Bryan Benso, Chief Executive Officer
Docusign Envelope ID: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 2 B0785-0001\3249204v1.doc
Amendment No. 3:

Not to Exceed per CITY Fiscal Year (“FY”):

FY 2024-2025: $100,000.00 (additional)
FY 2025-2026: $100,000.00 (additional)
Amendment No. 4:

No additional consideration
Amendment No. 5
Not to exceed additional $300,000.00, at the rates
set forth in Exhibit B
Total Not to Exceed:

Not to exceed $800,000.00 for all CITY Fiscal
Years that the Agreement remains in effect
Docusign Envelope ID: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 3 B0785-0001\3249204v1.doc
AMENDMENT NO. 5 TO THE AGREEMENT BETWEEN THE

CITY OF BEVERLY HILLS AND GAFCON PM-CM LLC
(FORMERLY GAFCON INC.) FOR LABOR COMPLIANCE

CONSULTING SERVICES
This Amendment No. 5 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and Gafcon PM-CM LLC (formerly Gafcon Inc.) (hereinafter called "CONSULTANT"), dated December 10, 2019, and identified as Contract No. 655-19, as amended by Amendment No. 1, dated March 25, 2021, and identified as Contract No. 79-21, as amended by Amendment No. 2, dated September 27, 2023, and identified as Contract No. 550- 23, as amended by Amendment No. 3, dated July 23, 2024, and identified as Contract No. 396- 24, as amended by Amendment No. 4, dated January 9, 2025, and identified as Contract No. 14-25 (“Agreement”).

RECITALS
A. CITY entered into a written agreement with CONSULTANT to provide labor compliance consulting services, which was previously amended.

B. CITY and CONSULTANT desire to further amend the Agreement to extend the Termination Date and increase the Consideration for the extended term.

NOW, THEREFORE, the parties agree as follows:

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

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

Docusign Envelope ID: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 4 B0785-0001\3249204v1.doc
Section 3. Exhibit B, “SCHEDULE OF PAYMENT AND RATES,” shall be amended as attached hereto and incorporated herein.

Section 4. Except as amended by this Amendment and previous amendments, the remaining provisions of this Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
CRAIG A. CORMAN
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONSULTANT: Gafcon PM-CM LLC
(formerly Gafcon Inc.)
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_____________________________ _______________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
_______________________________
SHANA E. EPSTEIN
Director of Public Works
[Signatures continue]
___________________________________

BRYAN BENSO
Chief Executive Officer
___________________________________

PAUL NAJAR
EVP, Real Estate Services
Docusign Envelope ID: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 5 B0785-0001\3249204v1.doc
_______________________________
MICHAEL V. HENSLEY
Deputy Director of Public Works
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 6 B0785-0001\3249204v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Eight Hundred Thousand Dollars ($800,000.00) for the term of the Agreement at the rates set forth in this Exhibit, including all labor, taxes and reimbursable expenses.

This amount shall include reasonable expenses incurred in the performance of services under this Agreement which shall be reimbursed at cost without markup. Reimbursement expenses over Five Hundred Dollars ($500.00) must be approved by CITY in writing in advance.

RATES
Labor Relations Manager $92.88/hour
Labor Relations Project Manager $87.42/hour
Labor Relations Coordinator $65.22/hour
CONSULTANT may submit new billing rates subject to the review and approval in writing by CITY, which shall not take effect sooner than July 1, 2027.

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

Docusign Envelope ID: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 Certificate Of Completion
Envelope Id: B7BEB5B2-6F9A-4F4C-9366-8CB19B391E19 Status: Sent Subject: Complete with Docusign: Gafcon PM-CM LLC (655-19) Amendment No. 5 Source Envelope:

Document Pages: 6 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: 198.245.189.177
Record Tracking
Status: Original
5/12/2026 10:42:57 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Bryan Benso
[email protected]
Co-CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:1012:b352:43e:15f7:138b:98b6:8da2
Signed using mobile
Sent: 5/12/2026 10:51:53 AM
Resent: 5/12/2026 3:06:50 PM
Viewed: 5/12/2026 9:16:30 PM
Signed: 5/12/2026 9:16:39 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Paul Najar
[email protected]
SVP and General Counsel
Imperial Hotel Acquisitions
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:9c5d:860f:d5da:9ccf:ec69:5022
Sent: 5/12/2026 10:51:53 AM
Viewed: 5/12/2026 11:42:23 AM
Signed: 5/12/2026 3:14:26 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: 2a09:bac2:614b:281e::3ff:48
Signed using mobile
Sent: 5/12/2026 9:16:40 PM
Viewed: 5/13/2026 8:37:26 AM
Signed: 5/13/2026 8:37:42 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: 5/13/2026 8:37:44 AM
Viewed: 5/18/2026 10:50:52 AM
Signed: 5/18/2026 10:51:25 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: 5/18/2026 10:51:26 AM
Viewed: 5/18/2026 10:52:23 AM
Signed: 5/18/2026 10:52:29 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: 198.245.189.177
Sent: 5/18/2026 10:52:31 AM
Viewed: 5/18/2026 11:50:43 AM
Signed: 5/18/2026 11:51:24 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/18/2026 11:51:26 AM
Viewed: 5/18/2026 5:55:55 PM
Signed: 5/18/2026 5:56:22 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
Craig A. Corman
[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
Mitzi Barnes
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/12/2026 3:06:51 PM
Viewed: 5/12/2026 3:07:13 PM
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/12/2026 10:51:54 AM
Envelope Updated Security Checked 5/12/2026 3:06:48 PM
Envelope Updated Security Checked 5/12/2026 3:06:48 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Envelope Updated Security Checked 5/12/2026 3:06:49 PM
Payment Events Status Timestamps
B0785-0001\3250032v3.doc

SECOND AMENDMENT OF LEASE
THIS SECOND AMENDMENT OF LEASE (this “Amendment”) is dated as of ________________, 2026, and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”), and GENUINE PARTS COMPANY, a Georgia corporation (“Tenant”).

R E C I T A L S
A. Landlord and Tenant entered into that certain Lease dated July 1, 2021, and amended it by amendment dated June 18, 2024 (the “Lease”), pursuant to which City agreed to lease and demise to Tenant, and Tenant agreed to lease and accept from City, premises in the City of Beverly Hills, County of Los Angeles, State of California (the “Premises”) at 345 Foothill Blvd.

B. The Memorandum of Lease was recorded December 4, 2025 as document number 20250875065 in the Official Records of the Los Angeles County Recorder’s Office.

C. The Lease expires on June 30, 2026, and Landlord and Tenant now desire to amend the Lease to extend the term thereof and provide for the recording of an Amendment to Memorandum of Lease.

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

A G R E E M E N T

1. Extension of Term; No Extension Options. The Term of the Lease is hereby extended to June 30, 2029, and all of the terms of the Lease shall apply to the extension, including, without limitation terms as to rent and all other payments of the type and in the amount(s) payable under the Lease for the month prior to the first month of the extension. Tenant shall have no extension options or other rights to extend the Term beyond June 30, 2029.

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

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

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

Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 B0785-0001\3250032v3.doc

5. Continuing Effect. Except as specifically modified hereby, the Lease shall remain unaffected and unchanged. The Lease is hereby ratified and affirmed by Landlord and Tenant and remains in full force and effect as modified hereby.

6. Brokers. Tenant shall indemnify, defend and hold Landlord harmless from and against any claims that may be asserted against Landlord by any real estate broker, salesperson or finder in connection with this Amendment that is based on any agreements or communications between Tenant and any such real estate broker, salesperson or finder.

7. Conflict. In the event of a conflict or inconsistency between the terms and conditions of the Lease and the terms and conditions of this Amendment, the terms and conditions of this Amendment shall prevail and control.

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

LANDLORD: CITY OF BEVERLY HILLS
By:

Craig A. Corman, Mayor
ATTEST:
____________________________
Huma Ahmed, City Clerk
APPROVED AS TO CONTENT:
______________________________
Nancy Hunt-Coffey, City Manager
APPROVED AS TO FORM:
______________________________
Laurence S. Wiener, City Attorney
Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 B0785-0001\3250032v3.doc
TENANT: GENUINE PARTS COMPANY
By: ___________________________
Art Fischer, Division Vice President

Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 B0785-0001\3250032v3.doc
EXHIBIT “A”

FORM OF MEMORANDUM OF LEASE
(Attached.)
Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 B0785-0001\3250032v3.doc

RECORDING REQUESTED BY, AND
WHEN RECORDED MAIL TO:

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

AMENDMENT TO MEMORANDUM OF LEASE
THIS AMENDMENT TO MEMORANDUM OF LEASE (this “Amendment”) is dated as of __________________, 2026, and is entered into by and between the CITY OF BEVERLY HILLS (“Landlord”), and GENUINE PARTS COMPANY, a Georgia corporation (“Tenant”).

B. A Memorandum of Lease was recorded on December 4, 2025 as document number 20250875065 in the Official Records of the Los Angeles County Recorder’s Office..

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

A G R E E M E N T
NOW, THEREFORE, Landlord and Tenant hereby amend the Memorandum to reflect that the Lease has been amended as set forth in the First Amendment to Lease, and now has an expiration date of June 30, 2029.

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

LANDLORD: CITY OF BEVERLY HILLS
By:

Nancy Hunt-Coffey, City Manager
Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 B0785-0001\3250032v3.doc
TENANT:

GENUINE PARTS COMPANY
By: ___________________________
Print Name: _____________________
Title: _________________________________
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature (Seal)

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

Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 B0785-0001\3250032v3.doc
State of California )
County of Los Angeles )
On _________________________, before me, ,
(insert name and title of the officer)
Notary Public, personally appeared ,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

Docusign Envelope ID: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 Certificate Of Completion
Envelope Id: 846B6B49-2291-4DEE-BC0D-1FEAB46226A7 Status: Sent Subject: Complete with Docusign: Amendment No. 2 - Genuine Parts Company Source Envelope:

Document Pages: 7 Signatures: 2 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: 198.245.189.177
Record Tracking
Status: Original
5/19/2026 9:53:27 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Art Fischer
[email protected]
Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 98.100.255.242
Signed using mobile
Sent: 5/19/2026 10:02:33 AM
Resent: 5/19/2026 1:20:30 PM
Resent: 5/19/2026 3:09:42 PM
Viewed: 5/19/2026 4:09:18 PM
Signed: 5/19/2026 4:09:29 PM
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: 208.87.235.180
Sent: 5/19/2026 4:09:31 PM
Resent: 5/20/2026 11:21:44 AM
Resent: 5/21/2026 8:34:27 AM
Resent: 5/26/2026 7:43:36 AM
Resent: 5/26/2026 1:52:51 PM
Viewed: 5/26/2026 2:28:10 PM
Signed: 5/26/2026 2:29:07 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
Craig A. Corman
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Shawna Staggs
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/19/2026 10:02:33 AM
Viewed: 5/19/2026 10:03:55 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Denise Garcia
[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 5/19/2026 10:02:33 AM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Summary Events Status Timestamps
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Envelope Updated Security Checked 5/19/2026 1:20:28 PM
Payment Events Status Timestamps
B0785-0001\3255790v1.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND GEORGE S. HALL, INC. FOR

FACILITIES ENGINEERING OPERATIONS AND MECHANICAL

MAINTENANCE AT CITY PROPERTIES
NAME OF CONTRACTOR: George S. Hall, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Reginald R. Denson, Regional Director of Operations
CONTRACTOR’S ADDRESS: 515 S. Flower St., 18th Floor
Los Angeles, CA 90071
Attention: Reginald R. Denson, Regional
Director of Operations
CONTRACTOR’S E.I.N/TAX I.D. NO.: 36-4117017
CITY’S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Shana E. Epstein, Director of
Public Works
COMMENCEMENT DATE: December 7, 2022
TERMINATION DATE: October 31, 2023, unless extended
pursuant to Section 2 of the Agreement
(Original termination date)
October 31, 2024 (extended pursuant to
Section 2, by letter dated September 29,
2023)
October 31, 2025 (extended pursuant to
Section 2, by letter dated October 1, 2024)
October 31, 2026 (extended pursuant to
Section 2, by letter dated September 19,
2025)
CONSIDERATION: Original Agreement:

Total not to exceed: $16,742,988

CITY FACILITIES (INCLUDING PARKING
STRUCTURES):

Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 2 B0785-0001\3255790v1.doc
Not to exceed $1,777,550 for the first year
(February 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
escalated annually in future years as
described in Exhibit B.

Contingency for ongoing/regular and asneeded services shall not exceed ten percent (10%) of these amounts.

Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement.

TENANT FACILITIES:

CONTRACTOR shall also perform the
services set forth in Add Alternate No. 1 upon
commencement of the term of the
Agreement:

Not to exceed $460,980 for the first year
(Feburary 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
escalated annually in future years as
described in Exhibit B (Tenant Facilities).

Contingency for ongoing/regular and asneeded services shall not exceed ten percent (10%) of these amounts (Tenant
Facilities).

Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement (Tenant
Facilities).

Amendment No. 1:

Total not to exceed: $18,416,246

CITY FACILITIES (INCLUDING PARKING
STRUCTURES):

Not to exceed $1,777,550 for the first year
(February 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 3 B0785-0001\3255790v1.doc
escalated annually in future years as
described in Exhibit B.

Contingency for ongoing/regular and asneeded services shall not exceed ten percent (10%) of these amounts.

Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement.

TENANT FACILITIES:

CONTRACTOR shall also perform the
services set forth in Add Alternate No. 1
upon commencement of the term of the
Agreement:

Not to exceed $460,980 for the first year
(February 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
escalated annually in future years as
described in Exhibit B (Tenant Facilities).

Contingency for ongoing/regular and asneeded services shall not exceed ten percent (10%) of these amounts (Tenant
Facilities).

Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement (Tenant
Facilities).

TENANT FACILITIES-GENERAL

FACILITIES MAINTENANCE
CONTRACTOR shall also perform the
general facilities maintenance at CITY’s
leased properties upon execution of
Amendment No. 1
Not to exceed $133,378 for the first year
(June 1, 2023 - October 31, 2023) for
ongoing/regular and as-needed general
facilities maintenance at CITY’s leased
properties escalated annually in future years
as described in Exhibit B (Tenant FacilitiesGeneral Facilities Maintenance) Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 4 B0785-0001\3255790v1.doc
Contingency for ongoing/regular and asneeded general facilities maintenance at CITY’s leased properties shall not exceed
ten percent (10%) of these amounts (Tenant
Facilities-General Facilities Maintenance)
Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement (Tenant FacilitiesGeneral Facilities Maintenance) Amendment No. 2:

Total not to exceed: $21,480,876

CITY FACILITIES (INCLUDING PARKING
STRUCTURES):

Not to exceed $1,777,550 for the first year
(February 1, 2023-October 31, 2023) for
ongoing/regular and as-needed services as
escalated annually in future years as
described in Exhibit B.

Contingency for ongoing/regular services
shall not exceed ten percent (10%) of these
amounts.

Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement.

TENANT FACILITIES:

CONTRACTOR shall also perform the
services set forth in Add Alternate No. 1
upon commencement of the term of the
Agreement:

Contingency for ongoing/regular services
shall not exceed ten percent (10%) of these
amounts (Tenant Facilities).

Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 5 B0785-0001\3255790v1.doc
Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement (Tenant
Facilities).

TENANT FACILITIES-GENERAL

FACILITIES MAINTENANCE
CONTRACTOR shall also perform the
general facilities maintenance at CITY’s
leased properties upon execution of
Amendment No. 1
Not to exceed $133,378 for the first year
(June 1, 2023 - October 31, 2023) for
ongoing/regular and as-needed general
facilities maintenance at CITY’s leased
properties escalated annually in future years
as described in Exhibit B (Tenant FacilitiesGeneral Facilities Maintenance) Contingency for ongoing/regular general
facilities maintenance at CITY’s leased
properties shall not exceed ten percent
(10%) of these amounts (Tenant FacilitiesGeneral Facilities Maintenance) Consideration is subject to any cost
increases, additions, or deletions as
authorized in the Agreement, payable as
provided in the Agreement (Tenant FacilitiesGeneral Facilities Maintenance) Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 6 B0785-0001\3255790v1.doc
AMENDMENT NO. 2 TO THE AGREEMENT BETWEEN THE
CITY OF BEVERLY HILLS AND GEORGE S. HALL, INC. FOR

FACILITIES ENGINEERING OPERATIONS AND MECHANICAL

MAINTENANCE AT CITY PROPERTIES
This Amendment No. 2 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY") and George S. Hall, Inc. (hereinafter called "CONTRACTOR"), dated December 13, 2022 and identified as Contract No. 755-22, as amended by Amendment No. 1, dated May 2, 2023, and identified as Contract No. 209-23 (collectively, the “Agreement”).

RECITALS
A. CITY and CONTRACTOR entered into a written agreement for facilities engineering operations and mechanical maintenance at CITY properties, which was amended to include general facilities maintenance at tenant properties (Amendment No. 1).

B. CITY and CONTRACTOR desire to further amend the Agreement to increase the Consideration to compensate CONTRACTOR for continuing services and approved as-needed work, and to modify Exhibit B, SCHEDULE OF PAYMENT AND RATES, by updating the Public Contract Code reference.

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Exhibit B, “Schedule of Payment and Rates,” shall be amended and restated as attached hereto and incorporated herein.

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

Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 7 B0785-0001\3255790v1.doc
EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation

CRAIG A. CORMAN
Mayor
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: George S. Hall, Inc.

STEVE WALLIS
Chief Operating Officer

KEVIN O’KEEFFE
Chief Financial Officer
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________
LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager

SHANA E. EPSTEIN
Director of Public Works

MICHAEL V. HENSLEY
Deputy Director of
Public Works - Operations

SHARON L’HEUREUX DRESSEL
Risk Manager
[signatures continue]
Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 8 B0785-0001\3255790v1.doc

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 9 B0785-0001\3255790v1.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
(a) Rates/Compensation Terms
CITY shall compensate CONTRACTOR for the commercially reasonable performance of the services described in this Agreement in the amounts described on pages 1-5 (cover pages) of this Amendment No.2. In no event shall any individual project performed under the Agreement exceed the limit contained in the Public Contract Code Section 22032(a), except in the case of emergency as defined in the Public Contract Code. (b) If the Agreement is extended as provided for in the Agreement, the annual amounts and percentage increases for the annual amounts, and all not-to-exceed amounts for contingency, that are not used in one year carry forward into future years during the term of the Agreement. Similarly, all amounts and percentages in one category (annual amounts, contingency) that are not expended in a category may be used in another category during the term of the Agreement.
(c) 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. After-hours response work shall be billed on an asneeded basis based on the personnel provided and the hourly rates shown herein. (d) Pricing for Ongoing/Regular Services

ONGOING/REGULAR SERVICES
Monthly cost: $167,562.83
Percent escalation year 2 3.5 %
Percent escalation year 3 3.5 %
Percent escalation year 4 3.5 %
Percent escalation year 5 3.5 %
At least 90 days prior to the November 1 (commencing November 1, 2023), CONTRACTOR may request an escalation in the not-to-exceed amount as stipulated in the Agreement.

Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 10 B0785-0001\3255790v1.doc
(d) Pricing for As-Needed Services
NOTE: The rates and prices listed are those that will be shown in the invoice to CITY. For hourly rates, this shall include all hourly wages, other payroll-related fees, administrative costs, benefits, overhead, general operating expenses, other insurance, bonding, mark-up, profit, staffing legal compliance (e.g., prevailing wage compliance), etc.
1) BASE RATES
Salary
per
hour
Total cost
per hour
billed to
City
Percentage
of Time on
Contract
Chief Engineer $64.10 $118.73 100%
Assistant Chief Engineer $57.07 $108.40 100%
Certified Building Engineer $48.64 $99.23 100%
Certified Building Engineer $48.64 $99.23 100%
Certified Building Engineer $48.64 $99.23 100%
Certified Building Engineer $48.64 $99.23 100%
Apprentice Engineer $30.40 $76.23 100%
Project Manager $66.10 $121.25 100%
2) RATES AFTER-HOURS AND

SATURDAYS
Salary
per
hour
Total cost
per hour
billed to
City
Chief Engineer $96.15 $151.88
Assistant Chief Engineer $85.61 $136.96
Certified Building Engineer $72.96 $119.08
Certified Building Engineer $72.96 $119.08
Certified Building Engineer $72.96 $119.08
Certified Building Engineer $72.96 $119.08
Apprentice Engineer $45.60 $80.39
Project Manager $99.15 $156.12

3) RATES SUNDAYS/HOLIDAYS
Chief Engineer $128.20 $199.00
Assistant Chief Engineer $114.14 $179.12
Certified Building Engineer $97.28 $155.27
Certified Building Engineer $97.28 $155.27
Certified Building Engineer $97.28 $155.27
Certified Building Engineer $97.28 $155.27
Apprentice Engineer $60.80 $103.68
Project Manager $132.20 $204.66
Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 11 B0785-0001\3255790v1.doc
Percent escalation year 2 3.5 %
Percent escalation year 3 3.5 %
Percent escalation year 4 3.5 %
Percent escalation year 5 3.5 %
At least 90 days prior to the November 1 (commencing no sooner than November 1, 2023), CONTRACTOR may request an escalation in the not-to-exceed amount stipulated in the Agreement.

Subcontractor discount (-) or markup (+) for as-needed subcontracting (for lump sum estimates):
5 %
Manufacturer's discount (-) or markup (+) for as-needed supplies/equipment:
5 %
(e) Pricing for Add Alternate No. 1-CITY Tenant Locations-Ongoing/Regular Services ONGOING/REGULAR SERVICES (Add
Alternate No. 1 Tenant Locations)
Monthly cost: $42,747.24
(f) Pricing for Tenant Facilities-General Facilities Maintenance ONGOING/REGULAR GENERAL FACILITIES MAINTENANCE AT CITY’S LEASED PROPERTIES Monthly cost: $21,746.48
Percent escalation year 2 3.5 %
Percent escalation year 3 3.5 %
Percent escalation year 4 3.5 %
Percent escalation year 5 3.5 %
At least 90 days prior to November 1 (commencing November 1, 2023), CONTRACTOR may request an escalation in the not-to-exceed amount as stipulated in the Agreement.

AS-NEEDED GENERAL FACILITIES MAINTENANCE AT CITY’S LEASED PROPERTIES NOTE: The rates and prices listed are those that will be shown in the invoice to CITY. For hourly rates, this shall include all hourly wages, other payroll-related fees, administrative costs, benefits, overhead, general operating expenses, other insurance, bonding, mark-up, profit, staffing legal compliance (e.g., prevailing wage compliance), etc.

Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A 12 B0785-0001\3255790v1.doc
1) BASE RATES
Salary
per
hour
Total
cost per
hour
billed to
City
Percentage
of Time on
Contract
Maintenance Attendant $22.46 $60.34 100%
Maintenance Attendant $22.46 $60.34 100%

2) RATES AFTER-HOURS

AND SATURDAYS
Salary
per
hour
Total
cost per
hour
billed to
City
Maintenance Attendant $33.69 $56.34
Maintenance Attendant $33.69 $56.34

3) RATES

SUNDAYS/HOLIDAYS
Maintenance Attendant $44.92 $73.43
Maintenance Attendant $44.92 $73.43
Percent escalation year 2 3.5 %
Percent escalation year 3 3.5 %
Percent escalation year 4 3.5 %
Percent escalation year 5 3.5 %
At least 90 days prior to November 1 (commencing no sooner than November 1, 2023), CONTRACTOR may request an escalation in the not-to-exceed amount stipulated in the Agreement.

Subcontractor discount (-) or markup (+) for as-needed subcontracting (for lump sum estimates):
5 %
Manufacturer's discount (-) or markup (+) for as-needed supplies/equipment:
5 %
Docusign Envelope ID: 404E4345-7BA0-86A2-803E-58B57E955F8A Certificate Of Completion
Envelope Id: 404E4345-7BA0-86A2-803E-58B57E955F8A Status: Sent Subject: Complete with Docusign: George S. Hall, Inc. (755-22) Amendment No. 2 Source Envelope:

Document Pages: 12 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: 198.245.189.177
Record Tracking
Status: Original
5/26/2026 8:40:16 AM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Kevin O’Keeffe
[email protected]
CFO
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:4040:aeb7:3000:bca5:6942:713d:64d4
Signed using mobile
Sent: 5/26/2026 8:48:56 AM
Resent: 5/26/2026 3:46:39 PM
Viewed: 5/26/2026 4:10:58 PM
Signed: 5/26/2026 4:11:09 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Steve Wallis
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 67.86.74.52
Sent: 5/26/2026 8:48:57 AM
Viewed: 5/26/2026 1:00:32 PM
Signed: 5/26/2026 1:09:21 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: 98.97.59.17
Signed using mobile
Sent: 5/26/2026 4:11:10 PM
Resent: 5/27/2026 8:23:40 AM
Viewed: 5/27/2026 8:36:02 AM
Signed: 5/27/2026 8:36:19 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: 5/27/2026 8:36:20 AM
Viewed: 5/27/2026 2:40:06 PM
Signed: 5/27/2026 2:40:10 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: 5/27/2026 2:40:11 PM
Viewed: 5/27/2026 3:36:06 PM
Signed: 5/27/2026 3:36:17 PM
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:
2603:8001:6e07:fdde:d322:8424:6dbf:35c4
Signed using mobile
Sent: 5/27/2026 3:36:18 PM
Viewed: 5/27/2026 5:19:57 PM
Signed: 5/28/2026 8:14:27 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/28/2026 8:14:29 AM
Viewed: 5/28/2026 9:52:47 AM
Signed: 5/28/2026 9:53:12 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
Craig A. Corman
[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
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 5/26/2026 8:48:57 AM
Payment Events Status Timestamps
1 B0785-0001\3249954v1.doc
AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR

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

RESPONSIBLE PRINCIPAL Norman Kahn, Chief Executive Officer OF CONTRACTOR:

CONTRACTOR'S ADDRESS: 4111 W. Alameda Avenue, Suite 504 Burbank, CA 91505
Attention: Norman Kahn, Chief Executive Officer
CONTRACTOR’S E.I.N./TAX I.D. NO.: 81-2494453
CITY'S ADDRESS: City of Beverly Hills
345 Foothill Road
Beverly Hills, CA 90210
Attention: Director of Public Works
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023 (original termination date) June 30, 2024 (amended pursuant to Amendment
No. 2)
June 30, 2025 (amended pursuant to Amendment
No. 3)
June 30, 2026 (amended pursuant to Amendment
No. 4)
June 30, 2027 (amended pursuant to this
Amendment No. 5)
CONSIDERATION: Original Agreement: Not to exceed $3,000,000.00 Amendment No. 1: No Additional Consideration
Amendment No. 2: Not to exceed an additional
$3,300,000.00
Amendment No. 3: Not to exceed an additional
$3,300,000.00
[Continued on next page]
Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 2 B0785-0001\3249954v1.doc
Amendment No. 4: Not to exceed an additional
$3,000,000.00
Amendment No. 5: Not to exceed an additional
$1,700,000.00
Total Not to Exceed: $14,300,000.00 as more fully
described in Exhibit C
Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 3 B0785-0001\3249954v1.doc
AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE CITY
OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR

YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND
HOLIDAY DÉCOR
This Amendment No. 5 is to that certain Agreement between the City of Beverly Hills (hereinafter called "CITY"), and Utopia Worldwide, Inc. (hereinafter called "CONTRACTOR") dated June 14, 2022, and identified as Contract No. 351-22, as amended by Amendment No. 1, dated August 8, 2022, and identified as Contract No. 507-22, as amended by Amendment No. 2, dated June 6, 2023, and identified as Contract No. 280-23, as amended by Amendment No. 3, dated June 18, 2024, and identified as Contract No. 305-24, as amended by Amendment No. 4, dated June 17, 2025, and identified as Contract No. 303-25 (“Agreement”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

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

Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 4 B0785-0001\3249954v1.doc
Section 3. Exhibit C, “Compensation”, shall be amended and restated as attached hereto and incorporated herein.

Section 4. Except as specifically amended by this Amendment No. 5 and previous amendments, the remaining provisions of the Agreement shall remain in full force and effect.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

CRAIG A CORMAN
Mayor
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Utopia Worldwide, Inc.

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

DAREN GRILLEY
Assistant Director of Public Works/
City Engineer
[Signatures continue]
Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 5 B0785-0001\3249954v1.doc
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
____________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 6 B0785-0001\3249954v1.doc

EXHIBIT C

COMPENSATION
For the work described in Exhibit A of this Agreement, CITY shall compensate CONTRACTOR in an amount not to exceed Fourteen Million Three Hundred Thousand Dollars ($14,300,000.00) as described in this Exhibit C and in Exhibit D. Attachment 1 to Exhibit C, attached hereto and incorporated herein, details the expenses associated solely with Holiday Décor. All other funding will be utilized for the citywide twinkle light program, Gobo lighting on City Hall, and other as-needed lighting including lighting needs associated with City Hall, if requested and approved by CITY in writing.

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

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

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

Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 7 B0785-0001\3249954v1.doc
ATTACHMENT 1 TO EXHIBIT C

BUDGET ESTIMATE, FEES AND RATES
Year-Round Citywide Decorative Lighting and Holiday Decorations Program Item Description 2026 Estimate
Year-round Décor:

Warm white LED light maintenance $ 125,000
City Hall RGB lighting and gobo projections $ 65,000
Replacement of warm white LED tree wrap lights (changed from annual to 2-year replacement)
$ 220,000
Maintenance of Canon Drive Spans (keep white for holidays) $ 10,000 Holiday décor:

S. Beverly Dr. Canopy Spheres $ 125,000
La Cienega Blvd. Spheres and Color – removed ---
Robertson Pole Mounts and Twinkle Light Garland $ 35,000 S. Santa Monica Blvd. Snowflakes $ 30,000
Camden Dr Light tubes and Color – removed ---
Garland (unlit) and bows $ 60,000
Gobo projection for the holiday $ 5,000
Beverly Drive Street Spans (white) $ 200,000
Brighton Way Street Spans $ 60,000
Lily Pond Glowing Reeds Audio and Light Show (reuse program) $ 165,000 Beverly Gardens Park - Christmas Tree and Menorah (existing) $35,000 Banner Up-lights (435 fixtures) – removed ----
Santa and Reindeer Display $ 75,000
Background Audio in the Business Triangle $ 75,000
Beverly Canon Gardens (existing) $ 225,000
Wilshire Spans $ 125,000
Contingency $ 65,000
SUBTOTAL $1,700,000
Individual Tree Pricing:

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

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

Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F 8 B0785-0001\3249954v1.doc
Hourly Rates:

Staff Position: Rate
Producer $115
Project Manager $95
Technical Manager $90
Lighting Tech $80
Graphic Designer $70
Production Coordinator $60
Production Assistant $45
Docusign Envelope ID: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F Certificate Of Completion
Envelope Id: 1FA6145C-8FCF-40A8-B3C0-27858F4E729F Status: Sent Subject: Complete with Docusign: Utopia Worldwide, Inc. (351-22) Amendment No. 5 Source Envelope:

Document Pages: 8 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: 198.245.189.177
Record Tracking
Status: Original
5/21/2026 3:12:32 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Norman Kahn
[email protected]
CEO
Utopia Worldwide Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 35.129.121.112
Sent: 5/21/2026 3:20:39 PM
Resent: 5/26/2026 7:41:01 AM
Viewed: 5/26/2026 9:48:43 AM
Signed: 5/26/2026 9:49:43 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: 2a09:bac2:614f:183c::26a:ae
Signed using mobile
Sent: 5/26/2026 9:49:44 AM
Viewed: 5/26/2026 10:15:00 AM
Signed: 5/26/2026 10:15:24 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: 5/26/2026 10:15:25 AM
Viewed: 5/26/2026 3:27:46 PM
Signed: 5/26/2026 3:27:51 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: 5/26/2026 3:27:52 PM
Viewed: 5/26/2026 4:25:45 PM
Signed: 5/26/2026 4:25:53 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Daren Grilley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/26/2026 4:25:54 PM
Viewed: 5/26/2026 4:27:35 PM
Signed: 5/26/2026 4:30:44 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shana E. Epstein
[email protected]
Director of Public Works
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.177
Sent: 5/26/2026 4:30:45 PM
Viewed: 5/26/2026 4:32:57 PM
Signed: 5/26/2026 4:34:11 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
Craig A. Corman
[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
Denise Garcia
[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:

Beverly Hills City CouncilJune 9, 2026

Beverly Hills City Council
June 9, 2026