ITEM D-8 — Beverly Hills City Council, June 9, 2026 (part 1 of 2)

Page 1 of 14 ends

AGENDA REPORT
Meeting Date: June 9, 2026
Item Number:

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

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

APPROVAL OF BLANKET PURCHASE ORDERS FOR SUPPLIES
AND SERVICES FOR THE CITY’S DEPARTMENTS IN THE TOTAL
NOT-TO-EXCEED AMOUNT OF $77,145,479.80 FOR FISCAL YEAR
2026-27
Attachments: 1. Fiscal Year 2026-27 Blanket Purchase Orders

2. Agreements for City Council approval

3. Amendments for City Council approval

RECOMMENDATION
Staff recommends the City Council approve:
1) The annual Citywide blanket purchase orders identified on Attachment 1 in the total amount of $77,145,479.80 for Fiscal Year (or “FY”) 2026-27; AND 2) The agreements (Attachment 2) and amendments (Attachment 3) from the respective Citywide departments summarized on the next page.

Meeting Date: June 9, 2026

Page 2 of 14 ends

Departments Number of
Agreements
Number of
Amendments
Total
Information Technology (IT) 9 0 9
Community Development (CD) 1 1 2
Community Services (CS) 5 0 5
Finance (FIN) 0 1 1
Multiple Departments (MULTIPLE) 2 0 2
Police (PD) 1 0 1
Public Works (PW) 4 5 9
Fire (FD) 4 0 4
Total 26 7 33
ITEM 1 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND AARNA TECHNOLOGIES LLC, DBA: ATL FOR INFORMATION TECHNOLOGY
DEVELOPMENT AND PROJECT CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $325,000.

Comment: Provides for a one-year agreement in an amount not to exceed $325,000 for application development services and other IT support services, and a FY 2026-27 purchase order in an amount not to exceed $325,000.

Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT) ITEM 2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ADVANTAGE EVENT SOLUTIONS LLC FOR AUDIO EQUIPMENT AND
PERFORMANCE STAGING; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.00
Comment: Provides for a three-year agreement in an amount not to exceed $750,000 for as-needed audio equipment rental and performance staging services, and a FY 2026-27 purchase order in an amount not to exceed $150,000. These services are recommended for award following a formal bid process (RFP No. 26-270-07). (CS)
ITEM 3 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ANTHONY LENNON DBA CORPORATE EVENT SPECIALISTS INC. FOR AUDIO
EQUIPMENT AND PERFORMANCE STAGING; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.00
Meeting Date: June 9, 2026

Page 3 of 14 ends

Comment: Provides for a three-year agreement in an amount not to exceed $750,000 for as-needed audio equipment rental and performance staging services, and a FY 2026-27 purchase order in an amount not to exceed $150,000. These services are recommended for award following a formal bid process (RFP No. 26-270-07). (CS)
ITEM 4 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND APPLEONE, INC. FOR AS-NEEDED TEMPORARY STAFFING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $325,000.

Comment: Provides for a one-year agreement for as-needed temporary staffing services available for all City departments in an amount not to exceed $325,000, and a FY 2026-27 purchase order in an amount not to exceed $325,000. The City used the Omnia Partners national cooperative purchasing contract with AppleOne, Inc. (Contract #GS-02F-0011U) to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code § 3-3-205. (MULTIPLE)
ITEM 5 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND BET TZEDEK

DBA BET TZEDEK LEGAL SERVICES FOR PRO BONO LEGAL SERVICES TO RESIDENTS OF BEVERLY HILLS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $220,000.

Comment: Provides for a one-year agreement for the Fire Department’s Human Services Division program for free legal clinics, housing rights and senior legal services, and referrals for eligible City residents in an amount not to exceed $220,000 and a FY 2026-27 purchase order in an amount not to exceed $220,000. Professional services are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (FD) ITEM 6 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND BORDER RECAPPING, LLC DBA BORDER TIRE FOR HEAVY DUTY TIRE SERVICE.

Comment: Provides for a three-year agreement for $500,000 with two one-year extensions. Staff requests Council waive the bidding requirements applicable for these services per Beverly Hills Municipal Code § 3-3-204(D), as this vendor is the only Michelin-approved tire recapping vendor in the City’s region. (PW) No purchase order approval is requested as the annual amount is less than the Council approval threshold.

ITEM 7 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND BRODART CO FOR LIBRARY LEASING AND SUBSCRIPTION SERVICES.

Meeting Date: June 9, 2026

Page 4 of 14 ends

Comment: Provides for a five-year agreement in an amount not to exceed $341,462 for leasing and subscription services related to library materials.

Library materials are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (CS) No purchase order approval is requested as the annual amount is less than the Council approval threshold.

ITEM 8 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CDW

GOVERNMENT, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $280,000.

Comment: Provides for a one-year agreement in an amount not to exceed $280,000 for network security consulting services, wireless expertise, and other IT infrastructure consulting services, and a FY 2026-27 purchase order in an amount not to exceed $280,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 9 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND COMMLINE INC. FOR RADIO CONSULTING SERVICES AND RELATED EQUIPMENT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $200,000.

Comment: Provides for a one-year agreement in an amount not to exceed $200,000 for public safety radio installation, programming, and other IT professional services, and a FY 2026-27 purchase order in an amount not to exceed $200,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3- 112. (IT)
ITEM 10 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND FIRST TEK, INC. FOR INFORMATION TECHNOLOGY CONSULTING SERVICES

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $195,000.

Comment: Provides for a one-year agreement in an amount not to exceed $195,000 for project management services and application development services in support of the City’s document management CIP program and eGov initiative, and a FY 2026-27 purchase order in an amount not to exceed $195,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT) Meeting Date: June 9, 2026

Page 5 of 14 ends

ITEM 11 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND GALLS, LLC

FOR UNIFORMS, ACCESSORIES, AND SUPPLIES FOR POLICE AND FIRE DEPARTMENTS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $500,000.

Comment: Provides for a three-year agreement with two one-year extensions for the purchase of uniforms, accessories and related supplies for the City’s Police and Fire departments in an amount not to exceed $500,000 per year; and a FY 2026-27 purchase order in an amount not to exceed $500,000. This agreement is recommended for award following a formal bid process (RFP No. 26-170-02). (PD)
ITEM 12 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND HOUSEKEYS, INC. FOR AFFORDABLE HOUSING PROGRAM
CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.

Comment: Provides for a one-year agreement with two one-year extension for consulting services related to the City’s affordable housing program, and a FY 2026-27 purchase order in an amount not to exceed $150,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. Additionally, costs associated with peer review services are 100% offset deposits paid by developers. (CD)
ITEM 13 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND INGRAM LIBRARY SERVICES LLC FOR BOOKS AND SUPPLIES.

Comment: Provides for a five-year agreement in an amount not to exceed $500,000 for the purchase of library books and supplies. Library materials are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (CS) No purchase order approval is requested as the annual amount is less than the Council approval threshold.

ITEM 14 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ISSQUARED, INC. FOR NETWORK ENGINEERING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $152,000.

Comment: Provides for a one-year agreement in an amount not to exceed $152,000 for network security consulting services, and a FY 2026-27 purchase order in an amount not to exceed $152,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
Meeting Date: June 9, 2026

Page 6 of 14 ends

ITEM 15 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND JEWISH

FAMILY SERVICES OF LOS ANGELES FOR HOMECARE SUPPORT
SERVICES FOR SENIORS; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $522,713.

Comment: Provides for a one-year agreement for the Fire Department’s Human Services Division program for care management for older adults residing in the City, in an amount not to exceed $522,713 and a FY 2026-27 purchase order in an amount not to exceed $522,713. Professional services are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (FD)
ITEM 16 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND LYTX, INC.

TO PROVIDE THE CITY OF BEVERLY HILLS WITH THE DRIVECAM
PROGRAM SOLUTION; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.

Comment: Provides for a one-year agreement with the option for four (4) oneyear extensions in an amount not to exceed $550,000 and provides for a FY 2026-27 purchase order in an amount not to exceed $150,000. The City used a national cooperative contract made available from Sourcewell (Contract #102924) to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code § 3-3-205. (PW)
ITEM 17 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND SERVICES RELATED TO THE CITY’S DOCUMENT AND RECORDS MANAGEMENT
SYSTEM; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $200,000.

Comment: Provides for a one-year agreement in an amount not to exceed $200,000 for software support services and IT professional services in support of the City’s document management initiative, and a FY 2026-27 purchase order in an amount not to exceed $200,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 18 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND PARKERANDERSON LEARNING CENTER FOR YOUTH INSTRUCTION SERVICES THROUGH THE CITY’S COMMUNITY SERVICES DEPARTMENT; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.00.

Meeting Date: June 9, 2026

Page 7 of 14 ends

Comment: Provides for a three-year agreement in an amount not to exceed $450,000 for youth instruction services, and a FY 2026-27 purchase order in an amount not to exceed $150,000. Professional services are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (CS)
ITEM 19 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND PELLERA

TECHNOLOGIES LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $600,000.00
Comment: Provides for a one-year agreement in an amount not to exceed $600,000 for information technology consulting services related to the City’s Community Video Security Enhancement CIP, as well as consulting services in support of Data Center cloud migration efforts, and a FY 2026-27 purchase order in an amount not to exceed $600,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 20 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND ROBERT HALF, INC. FOR AS-NEEDED TEMPORARY STAFFING SERVICES; AND APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $550,000.

Comment: Provides for a one-year agreement for as-needed temporary staffing services available for all City departments in an amount not to exceed $550,000, and a FY 2026-27 purchase order in an amount not to exceed $550,000. The City used the Houston-Galveston Area Council (HGAC) national cooperative purchasing contract with Robert Half International, Inc. to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code § 3-3-205. (MULTIPLE)
ITEM 21 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND STEP UP ON SECOND STREET, INC. FOR OUTREACH AND ENGAGEMENT SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $450,995.00.

Meeting Date: June 9, 2026

Page 8 of 14 ends

Comment: Provides for a one-year agreement for outreach and engagement in connection with the City’s Homeless Outreach Team Changing Lives and Sharing Places (“CLASP”) program, including five (5) program coordinators 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, in an amount not to exceed $450,995.00; and a FY 2026-27 purchase order in an amount not to exceed $450,995.00. Professional services are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (FD)
ITEM 22 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND SUNWEST ENGINEERING CONSTRUCTORS, INC. FOR ABOVEGROUND AND
BELOWGROUND STORAGE TANK SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN AN AMOUNT NOT TO EXCEED $110,000.

Comment: Provides for a three-year agreement at $250,000 per Fiscal Year and provides for a FY 2026-27 purchase order in an amount not to exceed $110,000. The City used a contract between SunWest Engineering Constructors, Inc. and the City of Long Beach (Contract #37464) to satisfy alternative purchasing procedures as set forth in Beverly Hills Municipal Code § 3-3-205. (PW)
ITEM 23 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE MAPLE COUNSELING CENTER FOR VARIOUS MENTAL HEALTH SERVICES; AND APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $291,000.

Comment: Provides for a one-year agreement for the Fire Department’s Human Services Division and EMS program needs, and Human Resources Department for counseling services to City employees and families, in an amount not to exceed $291,000 and a FY 2026-27 purchase order in an amount not to exceed $291,000. Professional services are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (FD) ITEM 24 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; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN AN AMOUNT NOT TO EXCEED $110,000.

Comment: Provides for a one-year agreement with the option for two (2) oneyear extensions in an amount not to exceed $330,000, and a FY 2026-27 purchase order in an amount not to exceed $110,000. These services are recommended for award following a formal bid process (RFP No. 26-350-18). (PW)
Meeting Date: June 9, 2026

Page 9 of 14 ends

ITEM 25 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND UPTOWN

SERVICES, LLC FOR INFORMATION TECHNOLOGY CONSULTING
SERVICES RELATED TO NETWORK INFRASTRUCTURE; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $350,000.

Comment: Provides for a one-year agreement in an amount not to exceed $350,000 for fiber plant engineering, installation coordination, gPON network maintenance, and project management services in support of the City’s Community Video Security CIP program, and a FY 2026-27 purchase order in an amount not to exceed $350,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3-112. (IT)
ITEM 26 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND XENOPHON A. GIKAS JR. DBA COMMGEEK TECH SERVICES LLC FOR PROJECT

CONSULTING SERVICES FOR PUBLIC SAFETY TECHNOLOGY
INITIATIVES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $240,000.

Comment: Provides for a one-year agreement in an amount not to exceed $240,000 for IT professional services in support of the Fire Department’s technology initiatives, and a FY 2026-27 purchase order in an amount not to exceed $240,000. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code § 3-3- 112. (IT)
ITEM 27 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
Comment: Further amends Agreement No. 714-22 last amended and approved by the City Manager on February 20. 2025. This amendment increases the consideration by an additional $200,000 for a total not-to-exceed amount of $500,000 and extends the termination date. (PW) No purchase order approval is requested as the annual amount is less than the Council approval threshold.

ITEM 28 AMENDMENT NO. 1 TO THE AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CHANDLER ASSET MANAGEMENT, INC. FOR
INVESTMENT MANAGEMENT SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $425,000.

Meeting Date: June 9, 2026

Page 10 of 14 ends

Comment: Amends Agreement No. 303-21 originally approved by Council on September 1, 2021, and provides for a FY 2026-27 purchase order in an amount not to exceed $425,000. This amendment will extend the termination date of the agreement to September 1, 2027 and increase the agreement consideration by $425,000 for a total not to exceed amount of $1,476,500. (FIN)
ITEM 29 AMENDMENT NO. 3 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CSG CONSULTANTS, INC. TO PROVIDE PLAN REVIEW AND SUPPLEMENTAL CONSULTING SERVICES; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-2027 IN THE NOT-TO-EXCEED AMOUNT OF $320,000.00.

Comment: Further amends Agreement No. 286-24 last amended and approved by the City Council on June 17, 2025 and provides for a FY 2026-27 purchase order in an amount not to exceed $320,000. This Amendment No. 3 incorporates the Consultant’s updated schedule of Payment and Rates for FY2026-27. The agreement carries a total consideration in the not-to-exceed amount of $1,600,000 which is unchanged by this amendment. Professional services, including consultants, are exempted from the City’s bidding requirements per Beverly Hills Municipal Code 3-3-112. Additionally, costs associated with plan review services are 100% offset by plan check revenues paid by developers. (CD)
ITEM 30 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; AND
APPROVAL OF PURCHASE ORDERS FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $150,000.00
Comment: Further amends Agreement No. 655-19 last amended and approved by Council on January 9, 2025. This amendment will extend the termination date of the agreement to June 30, 2028 and increase the consideration amount by $300,000 for a total not-to-exceed amount of $800,000 and provides for FY 2026-27 purchase orders in an amount not-toexceed $150,000. (PW) ITEM 31 SECOND AMENDMENT OF LEASE BETWEEN THE CITY OF BEVERLY HILLS AND GENUINE PARTS COMPANY.

Comment: Further amends Agreement No. 358-21 with Genuine Parts Company (DBA Napa Auto Parts) last amended and approved by the City Council on June 18, 2024. This amendment will extend the termination date of the agreement to June 30, 2029. (PW) No purchase order requested as Council authorized the City Manager to approve all purchase orders for the term of this engagement during the initial approval of the agreement.

Meeting Date: June 9, 2026

Page 11 of 14 ends

ITEM 32 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; AND
APPROVAL OF FISCAL YEAR 2026-27 PURCHASE ORDERS IN AN
AMOUNT NOT TO EXCEED $5,624,410.

Comment: Further amends Agreement No. 755-22 last amended and approved by the City Council on May 2, 2023. This amendment will increase the consideration amount by $3,064,630 for continuing services and approved as-needed work for a total consideration amount not to exceed $21,480,876, and provides for FY 2026-27 purchase orders in an amount not to exceed $5,624,410. (PW)
ITEM 33 AMENDMENT NO. 5 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND HOLIDAY DECOR; AND
APPROVAL OF A PURCHASE ORDER FOR FISCAL YEAR 2026-27 IN THE NOT-TO-EXCEED AMOUNT OF $1,700,000.00
Comment: Further amends Agreement No. 351-22 last amended and approved by the City Council on June 17, 2025. This amendment will extend the termination date of the agreement to June 30, 2026 and increase the consideration amount by $1,700,000 for a total not-to exceed consideration amount of $14,300,000, and provides for a FY 2026-27 purchase order in an amount not-to-exceed $1,700,000. (PW)

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

Meeting Date: June 9, 2026

Page 12 of 14 ends

In developing the list of BPOs for the upcoming fiscal year, the Finance Department works collaboratively with all City departments to obtain pricing from vendors with repetitive and recurring purchasing activity and to project expenditures on an annual scale instead of an individual transaction basis. These projections result in BPOs of various not-to-exceed anticipated expenditure amounts described herein. The goods and services indicated on a BPO are typically provided by vendors on an as-needed basis throughout the fiscal year, but the stability of secured pricing, if and when goods and services are requested, is of operational benefit to the City. Due to the nature of some of the goods and services provided, agreements may also be required. This report requests the City Council approve 26 agreements and 7 amendments related to the provision of annual purchases and services, as well as authorize the issuance of 95 BPOs described herein.

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

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

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

Consolidated Blanket Purchase Orders
Certain BPOs involve goods, materials, or services that may have an application across multiple City departments. These BPO requests are consolidated through a coordinated effort whereby each department projects their respective needs and annual usage, and the aggregate of all departments’ requests are combined and presented within this report for Council approval. Examples of consolidated BPO requests include those with Robert Half, Inc. for temporary as-needed staffing services; Grainger for industrial and safety supplies; and Galls, LLC for the purchase of uniforms and accessories for the Police and Fire Departments.

Meeting Date: June 9, 2026

Page 13 of 14 ends

In many cases with consolidated BPOs, an individual department’s projected expenses for the upcoming fiscal year may not exceed $100,000 and therefore would not require the City Council’s approval. However, assessing these engagements on an aggregate basis results in a higher level of fiscal transparency as when the total combined estimated expenditure amount exceeds $100,000 for a fiscal year, it is presented to the City Council for approval.

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

Unless authorized by an exception to the City’s purchasing requirements found in the BHMC, the City is required to procure goods and services by conducting either a competitive bid process or a Request for Proposal (RFP). For competitive bids, awards are generally made to the lowest responsible and responsible bidder. For Request for Proposal (RFP) solicitations, the City may evaluate and award proposals by assessing the following factors in addition to cost:
• The reliability of a product;
• The ability of a vendor to provide continuing service; • Current usage of proprietary products by the City;
• Timely availability, quality, location;
• Vendor qualifications, technical experience and expertise; and • Proposed methodology, past performance, and references.

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

BPO Year-Over-Year Comparison
The vendors and dollar amounts listed in Attachment 1 represent anticipated procurements which are included in the Fiscal Year 2026-27 proposed budget and total $77,145,479.80. For comparison, BPO requests from the previous two fiscal years are included as follows:

FY 2024-25 FY 2025-26 FY 2026-27
Total Requested BPO Amount $86,851,225.88 $86,770,783.48 $77,145,479.80 No. of BPOs 97 89 95
No. of Agreements 19 24 26
No. of Amendments 8 9 7
Meeting Date: June 9, 2026

Page 14 of 14 ends

This fiscal year’s Citywide BPO requests represent a decrease of $9,625,303.68 (roughly 11%) compared to last fiscal year. This decrease can largely be attributed to BPO requests present in last fiscal year’s report to Council but for various reasons are omitted from this year’s report, or BPO requests that otherwise call for a lower requested amount this fiscal year compared to last fiscal year. One example of a significant BPOs attributing to this year’s decrease is the annual BPO request with the Beverly Hills Unified School District (“BHUSD”) related to the Joint Powers Agreement (“JPA”) for use of District properties and cost-sharing of crossing guard services. This year, the Community Services Department presented a new JPA and corresponding purchase order approvals to the City Council for approval on May 19, 2026. Council approved a FY 2026-27 purchase order of $13,750,000 as part of the JPA approval – as such this report does not include any BPOs related to the JPA, whereas last year’s report contained a $14,600,000 BPO request with the District.

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

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

FISCAL IMPACT
Funds for each of the BPOs requested in Attachment 1 are included in the Fiscal Year 2026-27 proposed budget, which is anticipated to be adopted by City Council on June 23, 2026. Departments are restricted to their approved budgets when encumbering funds related to BPOs. The total of all blanket purchase orders requested within this report is $77,145,479.80.

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

FISCAL YEAR 2026-27 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 1 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
AMERICAN HERITAGE LANDSCAPE, LP LANDSCAPE MAINTENANCE OF SPECIFIED AREAS $968,340.00 2 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE, INSURANCE,

OTHER MAINTENANCE
BEVERLY HILLS ACQUISITION, LLC PUBLIC GARDENS MAINTENANCE AND SOD REPLACEMENT ($158,156); INSURANCE ($180,000); OTHER MAINTENANCE ($5,000)
$343,156.00
3 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

FACILITIES ENGINEERING

SERVICE AND SUPPLIES
GEORGE S. HALL, INC. W/ AMENDMENT FACILITIES ENGINEERING OPERATIONS/MECHANICAL MAINTENANCE ONGOING/REGULAR ($3,149,710); GENERAL FACILITIES MAINTENANCE AT TENANT LOCATIONS ONGOING/REGULAR ($325,700); AS-NEEDED
($2,149,000)
$5,624,410.00
4 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

JANITORIAL MAINTENANCE

SERVICE AND SUPPLIES
MERCHANTS BUILDING MAINTENANCE, LLC CUSTODIAL SERVICES CITYWIDE ONGOING/REGULAR ($4,067,350); ASNEEDED CUSTODIAL SERVICES ($135,400); PARK DEBRIS PICKUP / AMENITIES / ONGOING/REGULAR ($761,250)
$4,964,000.00
5 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE

SGD ENTERPRISES DBA FOUR SEASONS

LANDSCAPING
LANDSCAPE SERVICES AT BURTON WAY MEDIAN $133,686.00
6 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

JANITORIAL MAINTENANCE

SERVICE AND SUPPLIES
THE POND COMPANY, INC. W/ AGREEMENT SERVICING OF PONDS WITH AQUATIC LIFE, INCLUDING KOI $110,000.00 7 PUBLIC WORKS BUILDING AND FACILITIES

MAINTENANCE

PARKS AND LANDSCAPE

MAINTENANCE
WEST COAST ARBORISTS INC CITYWIDE TREE TRIMMING AND MAINTENANCE ($2,610,000); TREE REMOVAL AND REPLACEMENT ($900,000)
$3,510,000.00
TOTAL BUILDING AND FACILITIES MAINTENANCE: $15,653,592.00 8 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

AARNA TECHNOLOGIES LLC, DBA ATL W/

AGREEMENT

INFORMATION TECHNOLOGY DEVELOPMENT AND PROJECT CONSULTING

SERVICES
$325,000.00
9 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
AT&T CALNET TELEPHONE LINES AND 10G DEDICATED INTERNET ACCESS $320,000.00 10 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

AT&T MOBILITY II, LLC WIRELESS TELECOMMUNICATIONS SERVICES FINANCE ($500); POLICE ($200,000); COMMUNITY DEVELOPMENT ($35,000); IT ($300,000); PUBLIC WORKS ($84,403.28); COMMUNITY SERVICES ($15,000)
$634,903.28
11 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

CDW GOVERNMENT, LLC INFORMATION TECHNOLOGY MISCELLANEOUS HARDWARE, SOFTWARE AND EQUIPMENT ($1,988,000); MICROSOFT SOFTWARE LICENSING, MAINTENANCE, AND SUPPORT ($650,000)
$2,638,000.00
12 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
CDW GOVERNMENT, LLC W/ AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES $280,000.00 13 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

INTEROPERABILITY SYSTEM INCLUDING MOTOROLA SERVICE AGREEMENT,

SYSTEM UPGRADES, APPORTIONED SHARE OF SERVICE UPGRADES
($179,450.96), JPA ANNUAL DUES ($50,000)
$229,450.96
14 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

CIVICPLUS INFORMATION TECHNOLOGY RECREATION MANAGEMENT, DOCUMENT

MANAGEMENT, ANNUAL MAINTENANCE AND SUPPORT FEE FOR EXTERNAL

PROCESSORS
$114,000.00
15 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
CLEAN ENERGY RENEWABLE NATURAL GAS & LOW CARBON FUEL $200,000.00 16 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
COMMLINE, INC. W/AGREEMENT RADIO CONSULTING SERVICES $200,000.00 17 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

MOTOR VEHICLE PARTS AND

ACCESSORIES
DANA SAFETY SUPPLY UPFITTING PUBLIC SAFETY VEHICLES $500,000.00 18 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
DELL MARKETING L.P. DELL COMPUTERS, HARDWARE, SOFTWARE AND EQUIPMENT AS-NEEDED $500,000.00 19 IT PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
FIRST TEK, INC W/ AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES RELATED TO CITYWIDE EGOV PROJECTS AND DOCUMENT IMAGING$195,000.00 20 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

CAPTIONING FOR CITY COUNCIL AND COMMISSION MEETINGS
$186,078.47
21 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

ANNUAL MAINTENANCE AND SUPPORT
$307,960.40
22 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
INNOVATIVE INTERFACES LIBRARY ONLINE SYSTEMS $128,895.77 23 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

INTEGRATED MEDIA TECHNOLOGIES ANNUAL MAINTENANCE AND SUPPORT FOR EXTREME NETWORK GEAR

AND NETWORK SECURITY APPLIANCES
$174,455.74
24 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND
ISSQUARED, INC. W/ AGREEMENT NETWORK ENGINEERING SERVICES $152,000.00 25 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
KAR MACHINE INC. DBA CALIFORNIA WEST

COAST PAINT & BODY SHOP
FLEET BODY REPAIR AND PAINT SERVICES $150,000.00
26 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
LYTX, INC. W/AGREEMENT DRIVECAM PROGRAM SOLUTION $150,000.00 27 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

DOCUMENT IMAGING AND RECORDS MANAGEMENT
$200,000.00
28 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

RADIO-RELATED HARDWARE, SOFTWARE, AND EQUIPMENT AS-NEEDED (350,000)
$356,836.00
29 IT PROFESSIONAL AND

CONTRACTUAL SERVICES
PRINTING AND MAILING QUADIENT INC. (FORMERLY NEOPOST) CITYWIDE POSTAGE FOR CENTRALIZED MAILING $170,000.00 30 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

PELLERA TECHNOLOGIES LLC SERVICES FOR CITYWIDE COMMUNITY VIDEO SECURITY PROJECTS AND

OTHER CITYWIDE INITIATIVES, INCLUDING RELATED HARDWARE,

SOFTWARE, AND EQUIPMENT AS NEEDED
$1,135,000.00
31 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
PELLERA TECHNOLOGIES LLC W/ AGREEMENT INFORMATION TECHNOLOGY CONSULTING SERVICES $600,000.00 32 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

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

SERVICE LICENSING AND MAINTENANCE
$210,000.00
33 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

SUNWEST ENGINEERING CONSTRUCTORS,
INC. W/ AGREEMENT
ABOVEGROUND AND BELOWGROUND STORAGE TANK SERVICES $110,000.00 34 PUBLIC WORKS VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

VEHICLES - MAINTENANCE AND

MATERIAL
TACENERGY, LLC GASOLINE AND RENEWABLE DIESEL FUEL PURCHASES $1,075,000.00 35 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

TOWNE COMMUNICATIONS, INC AVAYA TELECOMMUNICATIONS SYSTEMS MAINTENANCE AND SUPPORT,

GIST SERVICE, MUTARE TEST SERVICE, HP SERVER YEARLY SUPPORT, REDSKY E911, BBX VUESION MAINTENANCE AND SUPPORT, AND

INTERMEDIA
$1,099,599.30

BUILDING AND FACILITIES MAINTENANCE

VEHICLES, EQUIPMENT AND INFORMATION SYSTEMS
ATTACHMENT 1:

FISCAL YEAR 2026-27 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 36 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

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

STATE ACCIDENT MAINTENANCE (POLICE)
$951,761.93
37 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
UPTOWN SERVICES, LLC W/AGREEMENT CONSULTING SERVICES RELATED TO NETWORK INFRASTRUCTURE $350,000.00 38 MULTIPLE VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE

VERIZON WIRELESS WIRELESS TELECOMMUNICATIONS SERVICES
POLICE ($75,000); IT ($50,000); PUBLIC WORKS ($20,000)
$145,000.00
39 IT VEHICLES, EQUIPMENT, AND

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
XENOPHON A. GIKAS JR. DBA COMMGEEK

TECH SERVICES W/AGREEMENT

PROJECT CONSULTING SERVICES FOR PUBLIC SAFETY TECHNOLOGY

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

INFORMATION SYSTEMS

INFORMATION SYSTEMS -

MAINTENANCE, MATERIAL, AND

SOFTWARE
XEROX CAPITOL SERVICES, LLC LEASE OF CITYWIDE MULTIFUNCTION DEVICES (COPY/PRINT/SCAN) $310,000.00 TOTAL VEHICLES, EQUIPMENT AND INFO SYSTEMS: $14,338,941.85 41 MULTIPLE MATERIALS AND SUPPLIES MISC. MATERIALS AND SUPPLIES AMAZON.COM SERVICES, INC. OFFICE SUPPLIES AND MISC. ACCESSORIES POLICY & MANAGEMENT ($9,500); CITY CLERK ($6,700); FINANCE ($1,000); HUMAN RESOURCES ($50,000); POLICE ($80,000); FIRE ($25,000); COMMUNITY DEVELOPMENT ($20,000); IT ($50,000); PUBLIC WORKS ($20,000); COMMUNITY SERVICES ($92,000)
$354,200.00
42 MULTIPLE MATERIALS AND SUPPLIES MISC. MATERIALS AND SUPPLIES GALLS, LLC W/AGREEMENT UNIFORMS, ACCESSORIES, AND SUPPLIES POLICE ($427,000); FIRE ($50,000); COMMUNITY DEVELOPMENT ($1,000); COMMUNITY SERVICES ($22,000)
$500,000.00
43 MULTIPLE MATERIALS AND SUPPLIES INFRASTRUCTURE MATERIALS

AND SUPPLIES

GRAINGER HARDWARE, SUPPLIES, SMALL TOOLS
POLICE ($5,000); FIRE ($6,500); IT ($7,500); PUBLIC WORKS ($260,000); COMMUNITY SERVICES ($800)
$279,800.00
TOTAL MATERIALS AND SUPPLIES: $1,134,000.00
44 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
AAA FLAG & BANNER MFG. CO., INC. BANNER FABRICATION, INSTALLATION, & REMOVAL SERVICES POLICY & MANAGEMENT ($167,000); POLICE ($20,000); FIRE ($10,000); PUBLIC WORKS ($60,000); COMMUNITY SERVICES ($35,000)
$292,000.00
45 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

RENTALS ADVANTAGE EVENT SOLUTIONS LLC W/

AGREEMENT
AUDIO EQUIPMENT & PERFORMANCE STAGING SERVICES $150,000.00 46 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

RENTALS ANTHONY LENNON DBA CORPORATE EVENT
SPECIALISTS INC. W/AGREEMENT
AUDIO EQUIPMENT & PERFORMANCE STAGING SERVICES $150,000.00 47 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
APPLEONE. INC. W/ AGREEMENT AS-NEEDED TEMPORARY STAFFING SERVICES $325,000.00 48 POLICE PROFESSIONAL AND

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

TASER SYSTEM
$869,393.28
49 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

BET TZEDEK DBA BET TZEDEK LEGAL SERVICES

W/AGREEMENT
PRO BONO LEGAL SERVICES TO RESIDENTS OF BEVERLY HILLS $220,000.00 50 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
YOUTH BREAKTHROUGH SPORTS LLC SWIM AND RECREATIONAL INSTRUCTION SERVICES $200,000.00 51 COMMUNITY

SERVICES

LIBRARY & AUDIO VISUAL

MATERIALS
LIBRARY MATERIALS CENGAGE LEARNING, INC. LIBRARY MATERIAL SUBSCRIPTION SERVICES $170,000.00 52 FINANCE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

CHANDLER ASSET MANAGEMENT

W/ AMENDMENT
INVESTMENT MANAGEMENT SERVICES $425,000.00
53 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
CITY OF LOS ANGELES (DEPT. OF ANIMAL

SERVICES)
ANIMAL CARE AND CONTROL SERVICES $228,000.00
54 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
CORVEL CORPORATION THIRD PARTY WORKERS COMPENSATION CLAIMS ADMINISTRATION $347,386.00 55 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
COVERED 6, LLC ARMED UNIFORM SECURITY SERVICE: CITY PATROL AND REAL TIME WATCH CENTER ($5,000,000); CITY HALL SECURITY AND VIRTUAL AMBASSADOR SERVICES ($600,000)
$5,600,000.00
56 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
CSG CONSULTANTS, INC. W/AMENDMENT PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $320,000.00 57 CITY

ATTORNEY'S
OFFICE

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
DAPEER, ROSENBLIT & LITVAK LLP MUNICIPAL CODE ENFORCEMENT $570,000.00 58 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
DATA TICKET, INC. PARKING CITATION AND PERMIT MANAGEMENT SYSTEM $450,000.00 59 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

FLYING LION, INC REMOTE DRONE PILOTS FOR CRIME PREVENTION AND APPREHENSION

PURPOSES
$500,000.00
60 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
GAFCON PM-CM LLC W/ AMENDMENT LABOR COMPLIANCE CONSULTING SERVICES $150,000.00 61 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
GEORGE HILLS COMPANY INC. THIRD PARTY GENERAL LIABILITY CLAIMS ADMINISTRATION $193,080.22 62 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
GOVERNMENTJOBS.COM, INC. DBA NEOGOV HIRING, PERFORMANCE MANAGEMENT, RECRUITMENT, TRAINING, AND

EMPLOYEE ONBOARDING SOFTWARE
$153,240.83
63 FINANCE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

HDL COMPANIES OPTIONAL AUDIT/DISCOVERY SERVICES - CHANGE ORDER TO INCREASE EXISTING COUNCIL-APPROVED PURCHASE ORDER ($146,457) BY AN ADDITIONAL $250,000 FOR A NEW TOTAL NOT TO EXCEED AMOUNT OF $396,457
$250,000.00
64 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
HOUSEKEYS, INC. W/ AGREEMENT AFFORDABLE HOUSING PROGRAM CONSULTING SERVICES $150,000.00 65 COMMUNITY

DEVELOPMENT

PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
J LEE ENGINEERING, INC. PLAN REVIEW SERVICES AND SUPPLEMENTAL CONSULTING SERVICES $630,000.00 66 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

JEWISH FAMILY SERVICE OF LOS ANGELES

W/AGREEMENT
HOMECARE SUPPORT SERVICES FOR SENIORS $522,713.00
67 HUMAN

RESOURCES

PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
LIEBERT CASSIDY WHITMORE LEGAL SERVICES RELATED TO: LABOR RELATIONS ($150,000); NEGOTIATIONS ($150,000); LITIGATION ($200,000)
$500,000.00
68 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
LOS ANGELES COUNTY MENTAL HEALTH EVALUATION PROGRAM $352,000.00 69 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

LOS ANGELES COUNTY DEPARTMENT OF

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

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
MARC R. COHEN, M.D., PROFESSIONAL

CORPORATION

NURSE PRACTITIONER PROGRAM AND OTHER RELATED SERVICES FOR THE

BEVERLY HILLS FIRE DEPARTMENT
$222,723.09
71 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES
OTHER CONTRACTUAL SERVICES MODAXO TRAFFIC MANAGEMENT USA INC. PHOTO RED LIGHT ENFORCEMENT PROGRAM SERVICES $888,200.53 72 PUBLIC WORKS PROFESSIONAL AND

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

SERVICES
$685,387.68

MATERIALS AND SUPPLIES

PROFESSIONAL AND CONTRACTUAL SERVICES
ATTACHMENT 1:

FISCAL YEAR 2026-27 BLANKET PURCHASE ORDERS
BPO # Department Category Classification Vendor Name Description Amount 73 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

NEXTGEN EMS SOLUTIONS, LLC NURSE PRACTITIONER PROGRAM AND OTHER RELATED SERVICES FOR THE

BEVERLY HILLS FIRE DEPARTMENT
$206,835.20
74 COMMUNITY

SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES

YOUTH PARKER-ANDERSON LEARNING CENTER W/

AGREEMENT
AFTERSCHOOL YOUTH INSTRUCTION SERVICES $150,000.00
75 FINANCE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
PAYMENTUS CORPORATION MODERNIZATION OF UTILITY BILLING PAYMENT AND NOTIFICATIONS $175,000.00 76 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
RED BRICK CORP. PRINTING AND MAILING SERVICES
POLICY & MANAGEMENT ($53,000); CITY CLERK ($47,000); HUMAN RESOURCES ($5,000); POLICE ($25,000); FIRE ($15,000); COMMUNITY DEVELOPMENT ($50,000); PUBLIC WORKS ($165,000)
$360,000.00
77 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
RICHARDS, WATSON & GERSHON LEGAL SERVICES: RETAINER ($1,522,945); SERVICES OUTSIDE RETAINER ($156,000); LITIGATION ($2,288,000); REAL ESTATE ($5,512); GROUNDWATER ($35,500); SOLID WASTE ($20,000); METRO PROJECT C1045 SECTION 1 ($23,125) C1120 SECTION 2 ($92,500)
$4,143,582.00
78 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
ROBERT HALF, INC. W/AGREEMENT AS-NEEDED TEMPORARY STAFFING SERVICES $550,000.00 79 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
SAFE SIDEWALKS INCORPORATED SIDEWALK SURVEY INSPECTION AND REPAIR $950,000.00 80 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
STEP UP ON SECOND STREET, INC. W/

AGREEMENT
OUTREACH AND ENGAGEMENT SERVICES $450,995.00
81 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
STEP UP ON SECOND STREET, INC SCATTERED SITE PERMANENT SUPPORTIVE HOUSING AND MOTEL STAYS $1,313,931.00 82 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES

THE MAPLE COUNSELING CENTER

W/AGREEMENT
COMMUNITY MENTAL HEALTH SERVICES $291,000.00
83 MULTIPLE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
TOWN AND COUNTRY EVENT RENTALS, INC. AS-NEEDED SPECIAL EVENT EQUIPMENT RENTALS POLICY & MANAGEMENT ($60,000); POLICE ($25,000); COMMUNITY SERVICES ($125,000)
$210,000.00
84 POLICE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
UNIVERSAL PROTECTION SERVICE, LP POLICE DEPARTMENT JAIL STAFFING, TRANSPORT, AND MAINTENANCE $1,117,103.33 85 PUBLIC WORKS PROFESSIONAL AND

CONTRACTUAL SERVICES

PROFESSIONAL AND

CONTRACTUAL SERVICES
UTOPIA WORLDWIDE, INC. W/AMENDMENT YEAR-ROUND CITYWIDE DECORATIVE LIGHTING AND HOLIDAY DÉCOR $1,700,000.00 86 FIRE PROFESSIONAL AND

CONTRACTUAL SERVICES

ONGOING CONTRACTUAL

SERVICES
WITTMAN ENTERPRISES, LLC AMBULANCE BILLING AND COLLECTIONS SERVICES $206,000.00 TOTAL PROFESSIONAL AND CONTRACTUAL SERVICES: $27,482,571.16 87 PUBLIC WORKS ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL
ARAKELIAN ENTERPRISES, INC. COMMERCIAL SOLID WASTE SERVICES ($11,798,166.41); RESIDENTIAL SOLID WASTE SERVICES ($2,069,026.70); STREET SWEEPING ($175,998.22); STREETS - SPOILS REMOVAL ($20,952.17); WATER DISTRIBUTION - SPOILS REMOVAL ($62,856.51)
$14,127,000.01
88 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM GENERAL PUMP COMPANY, INC WATER PUMP AND WELL MAINTENANCE SERVICES $260,000.00 89 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM HACH COMPANY CHEMICAL REAGENTS $167,000.00 90 PUBLIC WORKS ENTERPRISE FUND OPERATIONS PARKING OPERATIONS INTERNATIONAL PARKING SYSTEMS (IPS GROUP)
SINGLE & MULTI-SPACE METER MANAGEMENT $509,521.71
91 PUBLIC WORKS ENTERPRISE FUND OPERATIONS PARKING OPERATIONS PARKING CONCEPTS, INC. OPERATION OF CERTAIN PARKING FACILITIES $2,452,353.07 92 PUBLIC WORKS ENTERPRISE FUND OPERATIONS SOLID WASTE AND REFUSE

DISPOSAL

SGD ENTERPRISES DBA FOUR SEASONS

LANDSCAPING
ALLEYWAY TREE TRIMMING FOR SOLID WASTE $438,000.00
93 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM TRIMAX SYSTEMS INTEGRATION SERVICES FOR SCADA SYSTEM $250,000.00 94 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM UNIVAR SOLUTIONS USA WATER TREATMENT PLANT CHEMICALS $152,500.00 95 PUBLIC WORKS ENTERPRISE FUND OPERATIONS WATER SYSTEM WECK ANALYTICAL WATER SAMPLING AND ANALYSIS $180,000.00 TOTAL ENTERPRISE FUND OPERATIONS: $18,536,374.79
$15,653,592.00
$14,338,941.85
$1,134,000.00
$27,482,571.16
$18,536,374.79
$77,145,479.80

ENTERPRISE FUND OPERATIONS
TOTAL:

BUILDING & FACILITIES MAINTENANCE:

VEHICLES, EQUIPMENT, & INFORMATION SYSTEMS:

MATERIALS & SUPPLIES:

PROFESSIONAL & CONTRACTUAL SERVICES:

ENTERPRISE FUND OPERATIONS:

Attachment 2

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

TECHNOLOGY DEVELOPMENT AND PROJECT CONSULTING

SERVICES
-1-
NAME OF CONSULTANT: Aarna Technologies LLC, DBA: ATL
RESPONSIBLE PRINCIPAL OF CONSULTANT: Asif Pasha Sheik, Director CONSULTANT’S ADDRESS: 8105 Rasor Blvd, Suite #282
Plano TX 75024
Attention: Asif Pasha Sheik, Director
CONSULTANT’S E.I.N./TAX I.D. NO.: 83-0825072
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $325,000.00 (includes
applicable taxes) as more fully described in
Exhibit B
Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192

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

TECHNOLOGY DEVELOPMENT AND PROJECT CONSULTING

SERVICES
-2-
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Aarna Technologies LLC, DBA: ATL, (hereinafter called “CONSULTANT”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

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

Section 2. Time of Performance.

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

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

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192 (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. -3-
Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

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

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

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

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

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

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

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192 (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 -4-
CONSULTANT in performing the Scope of Work required by this Agreement.

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

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192 (i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers. -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 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

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

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

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192 Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious -6-
creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192 -7-
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:

SUJAY CHEVURU
Chief Executive Officer

VIJETHA REDDY
Director

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192

EXHIBIT A
-8-

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

The Services shall include the following:

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

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

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

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

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

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

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

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

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

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

1. Requirement gathering and analysis.

2. Design and architecture.

3. Development and testing.

4. Deployment and support.

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192

EXHIBIT B
-9-

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the satisfactory performance of the work as described in Exhibit A in an amount not to exceed Three Hundred, Twenty Five Thousand Dollars ($325,000), which shall include CONSULTANT’s fee for the Services as well as reimbursement of the actual cost of any equipment, materials and supplies reasonably necessary to provide the Services including labor, materials, delivery, tax, assembly and installation, as applicable.

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

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

Docusign Envelope ID: 0BD619D5-2B95-8112-8016-FF85D37A0192 Certificate Of Completion
Envelope Id: 0BD619D5-2B95-8112-8016-FF85D37A0192 Status: Sent Subject: Complete with Docusign: Agreement - AARNA TECHNOLOGIES LLC dba ATL (2026-2027).pdf Source Envelope:

Document Pages: 9 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
5/27/2026 2:53:11 PM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Vijetha Reddy
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:1111:3820:b899:daa0:44a9:237b
Sent: 5/27/2026 3:05:42 PM
Resent: 5/27/2026 3:06:14 PM
Viewed: 5/28/2026 10:52:16 AM
Signed: 5/28/2026 10:52:56 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sujay Chevuru
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1700:1111:3820:df79:8939:660a:168d
Sent: 5/28/2026 10:52:57 AM
Viewed: 5/28/2026 12:25:50 PM
Signed: 5/28/2026 12:26:21 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: 2a02:26f7:c344:8008:0:1000:0:2
Signed using mobile
Sent: 5/28/2026 12:26:22 PM
Viewed: 5/28/2026 1:12:39 PM
Signed: 5/28/2026 1:12:58 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: 5/28/2026 1:12:59 PM
Viewed: 5/28/2026 1:33:22 PM
Signed: 5/28/2026 1:33:34 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2026 1:33:36 PM
Viewed: 6/1/2026 7:50:57 AM
Signed: 6/1/2026 7:51:06 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 6/1/2026 7:51:08 AM
Viewed: 6/1/2026 4:59:31 PM
Signed: 6/1/2026 4:59:38 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 5/27/2026 3:05:42 PM
Payment Events Status Timestamps
1 B0785-0001\3252785v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ADVANTAGE EVENT SOLUTIONS LLC FOR AUDIO

EQUIPMENT AND PERFORMANCE STAGING
NAME OF CONTRACTOR: Advantage Event Solutions LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Jesse Cochran, President CONTRACTOR’S ADDRESS: 1020 E Vermont Avenue
Anaheim, CA 92805
Attention: Jesse Cochran, President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 83-0798511
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: Not to exceed $750,000.00 and more fully described in Exhibit B
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D B0785-0001\3252785v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ADVANTAGE EVENT SOLUTIONS LLC FOR AUDIO

EQUIPMENT AND PERFORMANCE STAGING
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Advantage Event Solutions LLC (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above. The City Manager or their designee may extend the time of performance in writing for four additional oneyear terms or such other term not to exceed four years from the date of termination pursuant to the same terms and conditions of this Agreement.

Section 3. Compensation.
(a) Compensation. CITY agrees to compensate CONTRACTOR for the services and/or goods provided under this Agreement, and CONTRACTOR agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B.
(b) Expenses. The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, 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: 17755715-3C6A-8CDC-80C2-61DD5B5D160D B0785-0001\3252785v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

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

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

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

Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D B0785-0001\3252785v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on 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.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D B0785-0001\3252785v2.doc
CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR under this section shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five (5) 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.

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

Section 17. Nondiscrimination by CONTRACTOR. In the performance of this Agreement, CONTRACTOR assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D B0785-0001\3252785v2.doc
(Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. (signatures on next page)
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D B0785-0001\3252785v2.doc
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
ATTEST:
__________________________ (SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

Advantage Event Solutions LLC
_________________________________

JESSE COCHRAN
President
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
________________________________ ________________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
________________________________

STEPHANIE HARRIS
Director of Community Services
________________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
________________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 8 B0785-0001\3252785v2.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall provide comprehensive audio equipment and performance staging support for CITY events, which may include but are not limited to the following services:

1. Equipment Provision
• Supply professional sound systems appropriate for small, medium, and large-scale events.
• Provide all necessary components, such as PA systems, subwoofers, mixers, microphones (appropriate to the event/function), monitors (in-ear and wedge), stands, cabling (including ramps), and signal processing equipment. • Deliver specialized equipment upon request (e.g., requested backline, podiums, portable PA systems, stage communication systems).
• Provide all necessary staging equipment, including but not limited to platforms, skirting, handrails, guardrails, ramps, stairs, canopies, and all associated accessories.

2. Technical Services
• Conduct on-site sound checks, system tuning, and equipment calibration prior to each event.
• Provide qualified audio technicians for setup, operation, monitoring, and breakdown. • Manage live sound mixing, ensuring clarity and consistency for performers, speakers, and audiences.
• Adhere to all noise level requirements and ensure that any sound parameters established per venue are strictly followed.
• Troubleshoot and resolve technical issues promptly during events.

3. Logistics, Setup, and Breakdown
• Coordinate equipment delivery, setup, and removal within CITY-approved timelines. • Ensure safe cable management and compliance with ADA accessibility requirements. • Maintain cleanliness and prevent damage to CITY property throughout operations. • Must present and maintain a clean, well-organized, and professional setup, with properly managed equipment, cabling, and work areas at all times. • Responsible for delivery, setup, operation, monitoring, and breakdown of all sound equipment.

4. Safety and Compliance
• Follow all applicable safety codes, noise ordinances, and event permitting requirements. • Maintain liability insurance as required by the CITY. • Ensure equipment meets professional safety standards and is in good working condition. • Ensure all electrical lines and equipment are clear of foot traffic areas and/or covered in protective housing.
• All cabling and related accessories must be safely and neatly managed at all times. This includes, but is not limited to, the use of cable ramps or covers for extension cords, proper taping or securing of microphone cables, and minimizing visible or exposed wiring to reduce clutter and eliminate trip hazards. Cables shall not obstruct walkways, stages, or public areas.

Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 9 B0785-0001\3252785v2.doc

5. Maintenance and Reliability
• Adapt equipment and operations to diverse venues, including open-air parks, historic sites, and community facilities.
• Regularly inspect and maintain all equipment to ensure optimal performance. • Provide backup equipment and contingency plans to prevent service interruptions. • Provide and operate all sound equipment in a professional, industry-standard manner.

All equipment shall be commercial-grade, well-maintained, and appropriate for the size and scope of the event.

6. Communication and Coordination
• Attend planning meetings with CITY staff as needed.
• Coordinate with event organizers, performers, stage managers, and other Contractors/Vendors.
• Provide clear cost estimates, technical documentation, and post-event reporting when requested.

DELIVERABLES
CONTRACTOR shall provide the following deliverables:

1. Pre-Event Coordination - Description of equipment configuration and staffing for each event. CONTRACTOR must confirm staffing, equipment lists, and arrival times no later than 10 business days prior to each event unless otherwise approved. Vendor must arrive early enough to complete setup and sound checks prior to the public opening of the event.

2. Professional Audio Services - Fully operational sound systems with qualified technicians.

3. Setup and Breakdown Documentation - Confirmation of site readiness and post-event site condition report, if requested.

4. Emergency/Backup Plan - Process for equipment failures, inclement weather, or unplanned changes. CONTRACTOR must maintain the ability to accommodate urgent or unanticipated CITY events.

5. Monthly or Event-Based Invoices - Itemized billing including labor, equipment, and additional services.

6. Annual Inventory List - Updated list of all equipment available for CITY events.

7. Performance Evaluation - CONTRACTOR may be subject to annual review based on reliability, audio quality, responsiveness, and adherence to CITY procedures.

CITY shall provide CONTRACTOR with a written request specifying the type and quantity of equipment required for each event. Additionally, CITY shall furnish CONTRACTOR with the dates, times, and locations for each event in writing, no less than three (3) weeks prior to the scheduled event date.

CONTRACTOR shall provide CITY with a written quote that includes a detailed price list of each item and labor costs prior to each event, and CITY must approve the quote in writing before any work commences.

Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 10 B0785-0001\3252785v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory completion of services as detailed in Exhibit A, for a total amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) during the Agreement term. Pricing for equipment and labor will be based on the attached Equipment List (Attachment 1) and Rate Sheet (Attachment 2).

CITY and CONTRACTOR shall mutually agree in writing on the rates for each event prior to the event.

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: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 11 B0785-0001\3252785v2.doc
ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 12 B0785-0001\3252785v2.doc
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 13 B0785-0001\3252785v2.doc
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 14 B0785-0001\3252785v2.doc
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 15 B0785-0001\3252785v2.doc
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 16 B0785-0001\3252785v2.doc
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 17 B0785-0001\3252785v2.doc
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D 18 B0785-0001\3252785v2.doc
ATTACHMENT 2 TO EXHIBIT B
Docusign Envelope ID: 17755715-3C6A-8CDC-80C2-61DD5B5D160D Certificate Of Completion
Envelope Id: 17755715-3C6A-8CDC-80C2-61DD5B5D160D Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Advantage Event Solutions LLC FY 2027.pdf Source Envelope:

Document Pages: 18 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Guillermo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
Record Tracking
Status: Original
5/21/2026 4:01:56 PM
Holder: Michelle Guillermo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jesse Cochran
[email protected]
president
Advantage Event Solutions
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.222.201.126
Sent: 5/21/2026 4:03:45 PM
Viewed: 5/21/2026 8:26:30 PM
Signed: 5/21/2026 8:27:48 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: 98.97.140.109
Signed using mobile
Sent: 5/21/2026 8:27:49 PM
Resent: 5/22/2026 8:18:09 AM
Viewed: 5/22/2026 8:21:45 AM
Signed: 5/22/2026 8:22:00 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/22/2026 8:22:02 AM
Resent: 5/25/2026 7:52:49 PM
Viewed: 5/27/2026 2:37:17 PM
Signed: 5/27/2026 2:37:22 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: 5/22/2026 8:22:02 AM
Viewed: 5/22/2026 9:25:26 AM
Signed: 5/22/2026 9:25:32 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Stephanie Harris
[email protected]
Director of Community Services
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.167
Sent: 5/22/2026 8:22:02 AM
Viewed: 5/22/2026 9:00:53 AM
Signed: 5/22/2026 9:01:31 AM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
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
Joana Torres
[email protected]
Contract Administrative Assistant
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/21/2026 4:03:46 PM
Viewed: 5/26/2026 12:01:58 PM
Electronic Record and Signature Disclosure:

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

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ANTHONY LENNON DBA CORPORATE EVENT SPECIALISTS
INC. FOR AUDIO EQUIPMENT AND PERFORMANCE STAGING
NAME OF CONTRACTOR: Anthony Lennon dba Corporate Event
Specialists Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Anthony Lennon, Owner CONTRACTOR’S ADDRESS: 24307 Magic Mountain Parkway, Suite 267 Valencia, CA 91355
Attention: Anthony Lennon, Owner
CONTRACTOR’S E.I.N/TAX I.D. NO.: 99-4806993
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Stephanie Harris, Director of
Community Services
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027, unless extended pursuant to Section 2
CONSIDERATION: Not to exceed $750,000.00 at the rates set forth in Exhibit B
Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 2 B0785-0001\3251737v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

ANTHONY LENNON DBA CORPORATE EVENT SPECIALISTS
INC. FOR AUDIO EQUIPMENT AND PERFORMANCE STAGING
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Anthony Lennon dba Corporate Event Specialists Inc. (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 2. Time of Performance.

CONTRACTOR shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONTRACTOR shall complete the performance of services by the Termination Date set forth above.The City Manager or their designee may extend the time of performance in writing for four additional oneyear terms or such other term not to exceed four years from the original date of termination pursuant to the same terms and conditions of this Agreement.

Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 3 B0785-0001\3251737v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 4 B0785-0001\3251737v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on 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.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 5 B0785-0001\3251737v2.doc
CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR under this section shall survive termination or expiration of the Agreement.

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 Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 6 B0785-0001\3251737v2.doc
(Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. (signatures on next page)
Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 7 B0785-0001\3251737v2.doc
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
CONTRACTOR:

Anthony Lennon dba
Corporate Event Specialists Inc.
________________________________

ANTHONY LENNON
Owner
ATTEST:
________________________________ (SEAL)

HUMA AHMED
City Clerk
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
Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 8 B0785-0001\3251737v2.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall provide comprehensive audio equipment and performance staging support for CITY events, which may include but are not limited to the following services:

Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 9 B0785-0001\3251737v2.doc

All equipment shall be commercial-grade, well-maintained, and appropriate for the size and scope of the event.

DELIVERABLES
CONTRACTOR shall provide the following deliverables:

1. Pre-Event Coordination - Description of equipment configuration and staffing for each event. CONTRACTOR must confirm staffing, equipment lists, and arrival times no later than 10 business days prior to each event unless otherwise approved by CITY’s Director of Community Services or her designee in writing. CONTRACTOR must arrive early enough to complete setup and sound checks prior to the public opening of the event.

2. Professional Audio Services - Fully operational sound systems with qualified technicians.

3. Setup and Breakdown Documentation - Written confirmation of site readiness and postevent site condition report, if requested by CITY.

4. Emergency/Backup Plan - Process for equipment failures, inclement weather, or unplanned changes. CONTRACTOR must maintain the ability to accommodate urgent or unanticipated CITY events.

5. Monthly or Event-Based Invoices - Itemized billing including labor, equipment, and additional services.

6. Annual Inventory List - Updated list of all equipment available for CITY events.

7. Performance Evaluation - CONTRACTOR may be subject to annual review by CITY based on reliability, audio quality, responsiveness, and adherence to CITY procedures.

Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 10 B0785-0001\3251737v2.doc
CONTRACTOR shall provide CITY with a written quote that includes a detailed price list of each item and labor costs prior to each event, and CITY must approve the quote in writing before any work commences.

Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 11 B0785-0001\3251737v2.doc

EXHIBIT B

CITY and CONTRACTOR shall mutually agree in writing on the rates for each event prior to the event as further described in Exhibit A.

Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 12 B0785-0001\3251737v2.doc
ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 13 B0785-0001\3251737v2.doc
Docusign Envelope ID: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 Certificate Of Completion
Envelope Id: 05AAC5AD-DDC0-8CFF-8068-6FC956E64154 Status: Sent Subject: Complete with Docusign: Anthony Lennon DBA Corporate Event Specialists Inc.pdf Source Envelope:

Document Pages: 13 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Guillermo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
Record Tracking
Status: Original
5/20/2026 11:59:30 AM
Holder: Michelle Guillermo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Anthony Lennon
[email protected]
Owner
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 2a02:26f7:c350:8008:0:d000:0:b
Signed using mobile
Sent: 5/20/2026 12:32:06 PM
Resent: 5/21/2026 8:25:20 AM
Viewed: 5/21/2026 8:26:22 AM
Signed: 5/21/2026 5:48:32 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: 98.97.140.109
Signed using mobile
Sent: 5/21/2026 5:48:33 PM
Resent: 5/22/2026 8:18:12 AM
Viewed: 5/22/2026 8:19:57 AM
Signed: 5/22/2026 8:20:18 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: 5/22/2026 8:20:19 AM
Resent: 5/25/2026 7:52:44 PM
Viewed: 5/27/2026 2:38:38 PM
Signed: 5/27/2026 2:38:41 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: 5/22/2026 8:20:20 AM
Viewed: 5/22/2026 9:26:12 AM
Signed: 5/22/2026 9:26:19 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Stephanie Harris
[email protected]
Director of Community Services
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.167
Sent: 5/22/2026 8:20:20 AM
Viewed: 5/22/2026 9:02:28 AM
Signed: 5/22/2026 9:03:00 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
Joana Torres
[email protected]
Contract Administrative Assistant
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/20/2026 12:32:07 PM
Viewed: 5/21/2026 11:34:40 AM
Electronic Record and Signature Disclosure:

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

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

SERVICES
NAME OF CONSULTANT: AppleOne, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Maribel Flores, Sr. Account Executive (Primary);
Jan Coll, Sr. Branch Manager (Secondary)
CONSULTANT’S ADDRESS: 327 W Broadway, Glendale, CA 91204 CONSULTANT’S E.I.N/TAX I.D. NO.: 95-2580864
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 $300,000 at rates mutually agreed upon by the parties in writing
Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C

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

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

CONSULTANT 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.

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 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
Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C 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). Despite the foregoing, CITY shall reimburse CONSULTANT for any expenses that are incurred by CONSULTANT employees temporarily assigned to CITY (“CONSULTANT employees”), which are reasonably related to or arise out of the services provided to CITY or the discharge of duties by such employees under this Agreement (“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.

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 11. Insurance.

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C (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 the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall 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.
(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 Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C 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, attorneys’ fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement.
(b) CITY agrees to comply with all laws, regulations and ordinances relating to work site health and safety, and agrees to provide CONSULTANT employees with a safe and healthful workplace. CITY agrees to indemnify, defend and hold harmless CONSULTANT and its subsidiaries and related entities, and all of their respective officers, directors, shareholders, employees, agents and representatives (“CONSULTANT Parties”) for any and all liabilities, losses, claims, injuries, suits, judgments, expenses, charges, fines, interest or penalties (collectively, “Losses”) to the extent caused by any violation of laws, including, but not limited to violations of the Occupational Safety and Health Act of 1970, or any similar state law with respect to workplaces owned, leased or supervised by CITY, and/or to which CONSULTANT employees are assigned by CITY INDEMNITEES. For any serious injury, illness or death of a CONSULTANT employee occurring in a place of employment or in connection with a CONSULTANT employee’s assignment with CITY, CITY shall notify CONSULTANT immediately (Notification to CONSULTANT is also required in the event of any accident or medical treatment.) and is required to report immediately, by telephone or fax, to the nearest Occupational Safety and Health Administration (“OSHA”) office.

CITY is authorized and required by CONSULTANT to make the report on behalf of both CONSULTANT and CITY. CITY shall provide to OSHA all information required by applicable law, as well as CONSULTANT’s name, address, phone number and contact person, and CONSULTANT employee’s name. CITY shall notify CONSULTANT immediately after the report has been made. (c) Despite anything to the contrary in the Agreement, CITY shall defend, indemnify and hold harmless CONSULTANT Parties from and against any and all Losses to the extent caused by CITY’s failure to inform CONSULTANT, in writing, that CITY or any job orders or services hereunder, are subject to Federal Acquisition Regulation and/or Defense Federal Acquisition Regulation Supplement, Service Contract Labor Standards, formerly known as the McNamara-O’Hara Service Contract Act of 1965 (“SCLS/SCA”), Davis-Bacon Act of 1931, Federal Paid Sick Leave (EO 13706), or any other federal law where a security clearance or any kind of government-issued credential or designation is required. (d) To the maximum extent permitted by applicable law, neither CITY nor CONSULTANT shall have any liability for any indirect, consequential, special or incidental damages, damages for loss of profits or revenues, whether in an action in contract or tort, even if such party has been advised of the possibility of such damages, unless such party has engaged in gross negligence or willful misconduct or the damages arise from a third party claim for which a party is entitled to indemnification in this Agreement.

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C (e) 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. 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.

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 employees’ 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 Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C 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 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.

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

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C

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:

BRETT W. HOWROYD
Chief Executive Officer

STACIE HABEGGER
Chief Sales Officer
[Signatures continue]
APPROVED AS TO FORM:

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C 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: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C

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 for an additional fee to CITY at cost, reimbursable to CONSULTANT, to: (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 seven-year 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. CITY shall indemnify, defend and hold harmless CONSULTANT Parties for any and all Losses arising from or related to a) the background check or screening services or the performance thereof and b) CONSULTANT’s assignment of a CONSULTANT employee to CITY, at CITY’s request, before the full completion of CITY- or CONSULTANT-required background check or screening services, including any legal requirements associated therewith.

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.

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C CITY agrees that while on assignment with CITY, no CONSULTANT employee shall be permitted, without the express advance written approval from a representative of CONSULTANT’s Risk Management Department, to i) engage in travel or operate a motor vehicle or automotive equipment or any non-office machinery or equipment on behalf of CITY (“Travel”), ii) to sign, endorse, wire, transport or otherwise convey or handle cash, securities, checks, credit card information, any negotiable instruments or valuables (e.g., office keys) (“Valuables”) on behalf of CITY (CITY shall also not pay a CONSULTANT employee directly or advance any funds to them.) or iii) have unsupervised or uncontrolled access to confidential or proprietary information, including confidential access codes. 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 hardware or software; (e) remove any Client property from Client’s business premises if such removal is not in the CONSULTANT employee’s job description; (f) to use computers, or other electronic devices, software or network equipment owned or licensed by CONSULTANT employee; (g) purchase, consume or distribute any alcohol; (h) consume illegal drugs; or (i) carry a firearm or other weapon in the course of their assignment with Client. CITY may request that CONSULTANT’s Risk Management representative permit its CONSULTANT employees to provide services to CITY remotely (i.e., from a location other than CITY's offices) (“Telecommute”) 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 email 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. Should a CONSULTANT employee engage in any of the activities described in i) through iii) or (a) through (i) above or Telecommute, Client agrees to indemnify, defend and hold harmless CONSULTANT Parties for any and all Losses arising from or related to any services performed by such CONSULTANT employee. CITY also waives any and all rights to make claims against CONSULTANT Parties based upon respondeat superior, vicarious liability or other similar causes of action, but it is understood that this Agreement does not limit CONSULTANT’s responsibility to provide Workers’ Compensation insurance for its employees as required by state law. Further, should a CONSULTANT Employee be permitted to engage in any i) through iii) activity above or Telecommute, CITY is required to maintain, during the term of this Agreement, General Commercial Liability, Auto Liability (Travel position only), and Employee Fidelity/Dishonesty insurance policies with a minimum liability limit adequate for Client’s industry. Despite the foregoing, the limit for each policy should be no lower than a level equal to two (2) times the U.S. dollar replacement value of any vehicle(s) (Travel position only) and two (2) times the U.S. dollar value of the Valuables that the CONSULTANT employee is granted access to or control over (Valuables position only).

CONSULTANT Parties shall be named as additional insured under these insurance policies and such policies shall also contain, by endorsement, a waiver of subrogation in favor of CONSULTANT Parties in connection with this Agreement.

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C 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: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES

1. COMPENSATION FOR TEMPORARY STAFFING:

Unless otherwise specified in the Agreement, the rates and fees set forth below represent the CONSULTANT employee’s pay plus all applicable federal, state and local taxes, government reporting, workers’ compensation and related administrative costs. CONSULTANT will invoice CITY an hourly bill rate for each hour of service provided by the CONSULTANT employee according to the following fee schedule:

Position Pay Rate Range Bill Rate Range Mark-Up
Account Clerk 1-Account Clerk II $25.73-$31-88 $39.10-$48.45 52% Accountant I-Accountant II $46.75-$60.87 $71.06-$92.52 52% Administrative Assistant $33.48-$41.32 $50.88-$62.80 52% Administrative Coordinator $37.59-$46.05 $57.13-$69.99 52% Budget and Finance Analyst $55.19-$68.57 $83.88-$104.22 52% Customer Service Representative $32.49-$40.24 $49.38-$61.16 52% Executive Assistant $38.76-$47.86 $58.91-$72.74 52%
Human Resources Assistant $33.48-$41.32 $50.88-$62.80 52% Office Assistant- Office Assistant II $28.71-$30.37 $43.63-$46.16 52% Staff Assistant $38.01-$46.93 $57.77-$71.33 52%
To the extent that CONSULTANT may be required to pay a CONSULTANT employee overtime under any federal, state or local law, CONSULTANT, as applicable, will bill CITY i) based upon the CONSULTANT employee’s legally applicable hourly pay rate for overtime work plus the markup percentage for the CONSULTANT employee, or ii) an overtime bill rate, which will be calculated by applying a multiplier of 1.5 or 2.0 (for double time, where applicable) to the CONSULTANT employee’s hourly bill rate.

CITY and CONSULTANT acknowledge that through the Patient Protection and Affordable Care Act of 2010, as amended (“ACA”), and regulations promulgated thereby, statutory requirements have been imposed upon certain employers of certain employees working in the United States.

CONSULTANT is committed to fulfilling its ACA obligations through offering ACA-compliant benefits to eligible contingent workers, including CONSULTANT employees. In demonstrating CITY’s Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C commitment to ACA compliance, CITY agrees to share in ACA-related costs by paying a $0.54 surcharge for each hour of service provided by each CONSULTANT employee. The surcharge will be billed to CITY in a separate line item on the invoice.

CITY, or federal, state or local laws, either currently existing or enacted in the future, may mandate that CONSULTANT employee undergo specific training (e.g., sexual harassment prevention training), presentations and other curricula (“Trainings”), where the payment of wages is required by law. Unless otherwise agreed to by the parties in writing, the parties agree that CONSULTANT will invoice CITY for the time spent by CONSULTANT employee on such Trainings, as well as for voting, as allowed by applicable law, according to the regular markup percentage or bill rate that CONSULTANT charges for such employee.

Federal, state or local laws, either currently existing or enacted in the future, may require CONSULTANT or CITY to provide a CONSULTANT employee with paid leave (Each such law is a “Paid Leave Law.”). CONSULTANT and CITY agree to comply with all provisions of each Paid Leave Law with respect to a CONSULTANT employee as such laws become effective. Unless otherwise agreed to by the parties in a writing, to address the costs for compliance with a Paid Leave Law, the parties agree that CONSULTANT will invoice CITY for the paid leave of a CONSULTANT employee according to the regular markup percentage or bill rate that CONSULTANT charges for such employee provided that the criteria required for the payment of such leave has been met.

The parties agree that upon thirty (30) days’ written notice to CITY, pricing under this Agreement may change if CONSULTANT’s expenses for statutory or other fixed costs increase, or if new or additional statutory or government-imposed taxes, fees or costs are incurred by CONSULTANT after the Effective Date. These taxes, fees or costs may include, but are not limited to those related to:

Workers’ Compensation Insurance, State Unemployment Insurance, federal, state or local taxes, regulations or ordinances (including but not limited to Wage Determinations, Health & Welfare Benefits, SCLS/SCA, vacation pay, holiday pay, Paid Leave Law or minimum wage laws), or an increase in the ACA surcharge. The parties agree that such written notice may be in the form of an electronic communication, including email.

2. CONVERSION OF CONSULTANT EMPLOYEE:

CONSULTANT will bill CITY according to the following fee schedule if CITY converts CONSULTANT employee to a full-time employee:

HOURS COMPLETED ON ASSIGNMENT

CONVERSION FEE AS A
PERCENTAGE OF EMPLOYEE’S

STARTING ANNUAL SALARY FOR
CITY
1-240 Hours 20%
241-480 Hours 15%
481-719 Hours 10%
721+ Hours 5%
Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C

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. CITY agrees that payment of an invoice is due upon receipt. CITY agrees that an account balance that remains unpaid thirty (30) days after the invoice date will be considered in default and that CONSULTANT may assess a default charge of one and one-half percent (1.5%) per month on any such balance. CITY agrees to pay any such default charges and any costs of collection, including attorneys’ fees.

Despite anything to the contrary in this Agreement, in the event that CONSULTANT is subject to any third party fees or costs related to CONSULTANT’s compliance with CITY’s invoicing or payment policies or practices (e.g., Ariba fees, credit card fees, etc.), CONSULTANT will pass such fees or costs through to CITY without markup.

Docusign Envelope ID: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C Certificate Of Completion
Envelope Id: 53B32CEF-A4C2-8B6B-80A8-152DC5E59B0C Status: Sent Subject: Complete with Docusign: Agreement City of Beverly Hills and APPLEONE INC. (as needed temp staff...

Source Envelope:

Document Pages: 15 Signatures: 7 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 9:26:53 AM
Holder: Marco Bernocchi
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Brett Howroyd
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:8802:6a08:5c00:bd79:1b9f:9005:efcc
Sent: 5/27/2026 9:38:40 AM
Viewed: 5/27/2026 10:14:19 AM
Signed: 5/27/2026 5:27:34 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Stacie Habegger
[email protected]
Chief Sales officer
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 216.250.198.138
Sent: 5/27/2026 9:38:40 AM
Viewed: 5/27/2026 9:38:58 AM
Signed: 5/27/2026 11:05:01 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: 2a02:26f7:c350:8008:0:2000:0:a
Signed using mobile
Sent: 5/27/2026 5:27:35 PM
Viewed: 5/27/2026 6:48:46 PM
Signed: 5/27/2026 6:49:03 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 6:49:05 PM
Viewed: 6/1/2026 4:55:23 PM
Signed: 6/1/2026 4:55:30 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/27/2026 6:49:05 PM
Viewed: 5/28/2026 7:58:06 AM
Signed: 5/28/2026 7:58:13 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
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 6:49:05 PM
Viewed: 5/27/2026 6:50:47 PM
Signed: 5/27/2026 6:50:52 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
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 4:55:32 PM
Viewed: 6/2/2026 9:24:21 AM
Signed: 6/2/2026 9:24:35 AM
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
Megan Grilley
[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:

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BET TZEDEK DBA BET TZEDEK LEGAL SERVICES FOR PRO

BONO LEGAL SERVICES TO RESIDENTS OF BEVERLY HILLS
NAME OF CONTRACTOR: Bet Tzedek DBA Bet Tzedek Legal Services RESPONSIBLE PRINCIPAL OF CONTRACTOR: Henrissa Bassey, Directing Attorney CONTRACTOR’S ADDRESS: 3250 Wilshire Blvd., 13th Floor
Los Angeles, CA 90010
Attention: April Caires, Senior Director of
Institutional Giving
CONTRACTOR’S E.I.N/TAX I.D. NO.: 23-7304205
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: Total Not to Exceed $220,000.00 Senior
Legal Services Program and Housing
Rights Legal Services, as further described
in Exhibit B
Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 2 B0785-0001\3239732v4.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BET TZEDEK DBA BET TZEDEK LEGAL SERVICES FOR PRO

BONO LEGAL SERVICES TO RESIDENTS OF BEVERLY HILLS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Bet Tzedek DBA Bet Tzedek Legal Services (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 request, in writing, changes in the Scope of Work. Upon such request, CONTRACTOR shall have thirty (30) days to accept or decline the change(s). Any changes in the Scope of Work, if accepted 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.
(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 request CONTRACTOR to perform additional services not included in the Scope of Work. Upon such request, CONTRACTOR shall have 30 days to accept or decline the request for additional services. Such requests for additional services shall be made by CITY in writing and, if accepted by CONTRACTOR, 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: 1404850A-94F4-47BE-AAE2-CEE177FE8395 3 B0785-0001\3239732v4.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 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 as required by the state of California 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) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 4 B0785-0001\3239732v4.doc
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.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

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

Section 13. Termination.

Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 5 B0785-0001\3239732v4.doc
(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 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.

Notwithstanding the above, information protected by attorney-client privilege, attorney work product doctrine, or professional responsibility rules regarding client confidentiality shall be strictly protected against disclosure, absent the relevant client’s informed written consent.

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), if applicable. 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, Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 6 B0785-0001\3239732v4.doc
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.
[Signatures on following page.]

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

Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 7 B0785-0001\3239732v4.doc
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR:

DIEGO CARTAGENA
President

NORMAN BULLOCK
Chief Financial & Operating 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: 1404850A-94F4-47BE-AAE2-CEE177FE8395 8 B0785-0001\3239732v4.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR proposes to continue their presence in CITY and expand their ability to reach all eligible residents in need. CONTRACTOR shall provide free housing rights and senior legal services to eligible CITY residents. Program components include:

Legal Services: Free legal services include brief advice and counsel, advocacy, and limited and full scope representation through the following program areas:
 Housing Rights Legal Services: In January 2017, when CITY revised the Rent Stabilization Ordinance, the need for pro bono housing rights legal services grew. CONTRACTOR fills this need by addressing the following tenant-focused legal issues:

1. Housing conditions and habitability

2. Rights and Responsibilities under CITY’s Municipal Code (including the rent stabilization sections at Title 4, Chapters 5 and 6)

3. Tenant-Landlord Issues (e.g., rent payment, rent increases security deposit issues, lease violations and tenancy terminations)

4. Eviction defense
 Senior Legal Services: CONTRACTOR focuses on legal interventions that improve seniors’ economic security, safety, and quality of life, including:

1. Public Benefits (state and federal programs, improper denials, reductions, terminations, and overpayments of benefits including Social Security, Medi-Cal, In Home Supportive Services KinGAP/guardianships, and veteran benefits)

2. Family Caregiver Services (conservatorships, guardianships, long-term care planning such as wills, power of attorney, advance healthcare directives)

3. Elder Abuse Services

4. Holocaust Survivor Services

5. Foreclosure Prevention
Legal Clinics: Legal clinics are held at Roxbury Park Community Center once per month.

Providing/Receiving Referrals: CITY's Human Services Division and Rent Stabilization Program frequently make referrals to CONTRACTOR. In turn, CONTRACTOR refers constituents to appropriate social services and supports as needed.

Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 9 B0785-0001\3239732v4.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 and Twenty Thousand Dollars ($220,000.00) at the rates provided in Attachment 1 to this Exhibit B.

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

Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 10 B0785-0001\3239732v4.doc
ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: 1404850A-94F4-47BE-AAE2-CEE177FE8395 Certificate Of Completion
Envelope Id: 1404850A-94F4-47BE-AAE2-CEE177FE8395 Status: Sent Subject: Complete with Docusign: FINAL-Agreement BHFD-Bet Tzedek Agreement (FY 2026-27) 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
5/26/2026 5:18:25 AM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Diego Cartagena
[email protected]
[email protected]
Bet Tzedek
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2600:1012:b254:7ee2:4414:ad30:6cc2:8216
Signed using mobile
Sent: 5/26/2026 5:40:08 AM
Viewed: 5/26/2026 9:14:54 AM
Signed: 5/26/2026 9:15:04 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Norman Bullock
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 192.111.92.13
Sent: 5/26/2026 9:15:05 AM
Viewed: 5/26/2026 9:26:45 AM
Signed: 5/26/2026 9:26:58 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:8805:3c09:3700:118:90d8:4916:d09b
Signed using mobile
Sent: 5/26/2026 9:26:59 AM
Viewed: 5/26/2026 9:30:00 AM
Signed: 5/26/2026 9:30:12 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:bac3:614b:1846::26b:b8
Signed using mobile
Sent: 5/26/2026 9:30:13 AM
Viewed: 5/26/2026 10:16:44 AM
Signed: 5/26/2026 10:16:59 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: 5/26/2026 10:17:01 AM
Viewed: 5/26/2026 11:04:12 AM
Signed: 5/26/2026 11:13:51 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 11:13:52 AM
Viewed: 5/26/2026 11:23:41 AM
Signed: 5/26/2026 11:23:45 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
Karen Gutierrez
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/26/2026 11:23:46 AM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
Mandy Jiang
[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:

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

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

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

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BORDER RECAPPING, LLC DBA BORDER TIRE FOR HEAVY

DUTY TIRE SERVICE
NAME OF CONTRACTOR: Border Recapping, LLC dba Border Tire RESPONSIBLE PRINCIPAL OF CONTRACTOR: Julian Tellez, Center Manager CONTRACTOR’S ADDRESS: 7801 E. Rosecrans Avenue
Paramount, CA 90723
Attention: Julian Tellez, Center Manager
CONTRACTOR’S E.I.N/TAX I.D. NO.: 36-4820824
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, unless extended pursuant to Section 2
CONSIDERATION: Not to exceed $500,000.00 at the unit prices set forth in Exhibit B (including delivery
charges and tax)
Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 2 B0785-0001\3251133v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BORDER RECAPPING, LLC DBA BORDER TIRE FOR HEAVY

DUTY TIRE SERVICE
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”) and Border Recapping, LLC dba Border Tire (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 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 B, attached hereto and incorporated herein, based on the rates set forth in Exhibit B. (b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable).

There shall be no claims for additional compensation for reimbursable expenses.

Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 3 B0785-0001\3251133v3.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

Section 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: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 4 B0785-0001\3251133v3.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on 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.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 12. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 5 B0785-0001\3251133v3.doc
CONTRACTOR or any person employed by CONTRACTOR in the performance of this Agreement.
(b) All duties of CONTRACTOR under this section shall survive termination or expiration of the Agreement.

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

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

Section 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 Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 6 B0785-0001\3251133v3.doc
(Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONTRACTOR shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures on next page]
Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 7 B0785-0001\3251133v3.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: Border Recapping, LLC dba
Border Tire

JULIAN TELLEZ
Center Manager
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
SHANA E. EPSTEIN
Director of Public Works
MICHAEL V. HENSLEY
Deputy Director of Public Works - Operations

SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 8 B0785-0001\3251133v3.doc

EXHIBIT A

SCOPE OF WORK
Under the direction of CITY’s Fleet Manager or designee, CONTRACTOR shall provide mountedwheel service upon written request by CITY to include, but not be limitied to, furnishing and delivering tires for on-road CITY heavy duty vehicles, such as refuse collection trucks, street sweepers, emergency vehicles, and various type of utility support vehicles.

CONTRACTOR shall perform the following services:
 Provide CITY with only Michelin Retread Technologies Inc. tires where retread tires are requested.
 Provide one (1) bi-weekly scheduled pick-up/delivery/service or when requested by CITY.  Respond to emergency service within two (2) hours upon receipt of notification during normal working hours. 24/7 emergency service is required.
 Provide tires with highway tread unless otherwise indicated.  Provide scrap tire analysis reports and review reports and other casings on site with the Fleet Supervisor once a month at minimum.
 Deliver all tires to the Fleet Services Center Tire Room, located at 9355 W. Third Street, Beverly Hills, CA 90210.
 Pick up tires and wheels and dismount and mount at CONTRACTOR’s facility. Tires returned to CITY shall already be mounted on wheels.
 When picking up tires, the tires are to be written up on a work order or tire receipt and tagged with barcode or serial number to ensure CITY receives the same tire back. The work order or receipt must contain the tire Department of Transportation (“DOT”) code and barcode or serial numbers. All rejected casings that fail final inspection will be returned to CITY and receipted by barcode or serial number with a written report to CITY indicating the reason for the tire’s unsuitability for retreading.
 Casings shall be approved casings from Michelin, Goodyear or Firestone, and shall be no more than three (3) years old and not have undergone any type of major repair as determined by CITY.
 Casings shall be thoroughly inspected to ensure they meet or exceed DOT retreading standards. Visual inspection shall include looking for every cut, bruise, and puncture, as well as other damage to the tire body.
 In addition to a visual inspection of every casing, CONTRACTOR shall provide no-damage inspections (NDI) of casings prior to recap. NDI procedure may involve electronic, holographic, X-ray or ultrasonic equipment to detect any damage that may not be detected through simple visual process. NDI shall conform to Michelin standards or better.  Every retread and repair must be performed by a qualified retreader and bear a valid DOT shop number. Retread shall be warranted to be free from defects in workmanship and materials and to give satisfactory service under normal operating conditions for the life of the usable tread.
 Should the retread fail while in service and the cause is faulty workmanship and/or materials, the recapped tire shall be credited at 100% of the actual invoice price for the retread / repair and the casing, when 10% or less of the original tread is worn. When between 10% worn and 4/32nds of an inch of tread remaining, credit will be given on a pro rata basis for the retread and the casing (no casing credit is applicable after the first 25% of tread is worn), based on Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA 9 B0785-0001\3251133v3.doc
the actual invoice price paid. Replacement charges will be determined by the Michelin Retread Technologies, Inc. National Limited Warranty manual (Rev. 01/18) dated 2021.

CONTRACTOR will not be liable for retreads rendered unserviceable due to road hazards (cuts, punctures, etc.), incorrect or improper mounting, tire/wheel imbalance or improper repairs made by others, under inflation, over inflation, curbing, improper maintenance, wheel misalignment, vehicle damage, or damage caused by abuse, accident, fire, chemical corrosion, tire alteration, vandalism or casings classified and marked by retreader as “NA” (not adjustable) adjacent to the retread DOT code.

CONTRACTOR shall comply with all required regulations and safety procedures.

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

Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA B0785-0001\3251133v3.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 Five Hundred Thousand Dollars ($500,000.00), including all labor, materials, taxes, and expenses at the rates set forth in this Exhibit.

RATES
* Unit prices of tires shall include delivery charges.

CONTRACTOR may submit new billing rates for review and subject to the written approval by CITY to take effect after June 30, 2027.

Docusign Envelope ID: C3A8EE41-993D-4957-882E-0EEC3CFC52BA Certificate Of Completion
Envelope Id: C3A8EE41-993D-4957-882E-0EEC3CFC52BA Status: Sent Subject: Complete with Docusign: Border Recapping, LLC, dba Border Tire - Heavy Duty Tire Service Source Envelope:

Document Pages: 10 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Erin Justus
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.177
Record Tracking
Status: Original
5/14/2026 5:15:20 PM
Holder: Erin Justus
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Julian Tellez
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 12.2.110.197
Sent: 5/14/2026 5:22:12 PM
Viewed: 5/14/2026 5:23:08 PM
Signed: 5/14/2026 5:24:20 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Signed using mobile
Sent: 5/14/2026 5:24:21 PM
Viewed: 5/14/2026 7:56:36 PM
Signed: 5/14/2026 7:56:56 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/14/2026 7:56:58 PM
Viewed: 5/20/2026 9:21:14 AM
Signed: 5/27/2026 9:02:59 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/27/2026 9:03:00 AM
Viewed: 5/27/2026 11:03:32 AM
Signed: 5/27/2026 11:03:39 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Michael V. Hensley
[email protected]
Deputy Director of Public Works-Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2603:8001:6e07:fdde:77b4:35ad:5fb8:68e0
Signed using mobile
Sent: 5/27/2026 11:03:41 AM
Viewed: 5/27/2026 12:37:00 PM
Signed: 5/27/2026 12:37:19 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: 5/27/2026 12:37:21 PM
Viewed: 5/27/2026 3:26:21 PM
Signed: 5/27/2026 3:26:39 PM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
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
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:

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BRODART CO FOR LIBRARY LEASING AND SUBSCRIPTION

SERVICES
NAME OF CONTRACTOR: Brodart Co
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Lisa Miosi, Vice President CONTRACTOR’S ADDRESS: 500 Arch Street
Williamsport, PA 17701-7809
Attention: Lisa Miosi, Vice President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 23-2248758
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: Not to exceed $341,000.00
Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 2 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

BRODART CO FOR LIBRARY LEASING AND SUBSCRIPTION

SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Brodart Co (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 2. Time of Performance.

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

CONTRACTOR shall complete the performance of services by the Termination Date set forth above. The City Manager or their designee may extend the time of performance in writing for four additional one-year terms or such other term not to exceed four years from the date of termination pursuant to the same terms and conditions of this Agreement.

Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 3 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 4 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on 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.
(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 Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 5 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc
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.

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 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 Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 6 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc
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 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.

Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 7 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc
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
ATTEST:
__________________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: Brodart Co
________________________________

ROBERT DONNELLY
Vice President, McNaughton
________________________________

LISA MIOSI
Vice President
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
Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 8 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc

EXHIBIT A

SCOPE OF WORK
1) CITY shall subscribe to CONTRACTOR’s subscription plan identified in Exhibit B. 2) CONTRACTOR shall lease to CITY multiple copies of best-selling books and library supplies which CITY will return to CONTRACTOR when CITY no longer needs them. 3) CITY shall select the titles and the quantity of books and library supplies in writing as required by CITY.
4) CONTRACTOR shall fulfill CITY’s requests as the titles are published. 5) CONTRACTOR shall prepare books for circulation, including applying book covers and affixing property labels and spine labels.
6) CONTRACTOR shall ship books by US Postal Service, United Parcel Service, FedEx or another common carrier to CITY’s library.
7) CONTRACTOR shall provide prepaid postage labels to return the books when CITY no longer needs them.
8) CONTRACTOR shall track CITY’s point usage as further described in Exhibit B and shall send monthly reports on a form approved by CITY.

Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B 9 CS.MG.29APRIL26.V5155
B0785-0001\3249105v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory completion of services as detailed in Exhibit A, for a total amount not to exceed Three Hundred Forty One Thousand Dollars ($341,000.00) during the Agreement term for the following Subsciption Plan:

McNaughton Adult Subscription Plan
Account Name: Beverly Hills Public Library Adult Book Lease Total Monthly Allowance: 272
Allowable Inventory: 6,000
Monthly Renewal Amount: $5,032.00 plus tax
Annual Renewal Amount: $60,384.00 plus tax
Payment Schedule: Annually
Cut-Off Level: $29.00
Allowance Usage and Allotment
1) For Book Allowance(s), each item supplied will be charged as one allowance unless the book retails for more than the cutoff subscribed to, in which case the charge will be higher. 2) For Point Allowance(s), the number of items supplied will be determined by the point values corresponding to the list price of the items(s), provided in each monthly selection list. 3) Allowance(s) will be allotted in accordance with CITY’s invoice schedule. That is, if the CITY elects to receive and pay invoices monthly, the Allowance will be allotted monthly; if CITY elects to receive and pay invoices annually, the Allowance will be allotted annually. 4) Unused Allowance(s) will ‘roll over’ into the next subscription year as long as you continue your service. Unused Allowance(s) will be lost when the service is terminated.

Payment
1) The initial term of this Agreement shall be from July 1, 2026, through June 30, 2027, with options to renew for Years 2 and 3 at the same rates.
2) Renewal options for Years 4 and 5 may include an increase of up to five percent (5%). Any such increase, or any other future price adjustment, shall require CONTRACTOR to provide CITY with thirty days written notice and the prior written approval of both parties. 3) A discount of two percent (2%) shall apply to payments made within sixty (60) days of the invoice date.
4) CITY may increase the subscription plan at any time upon written notice to CONTRACTOR. 5) CITY may decrease the subscription plan upon providing sixty (60) days’ prior written notice, acknowledging that pre-publication orders may affect such adjustments. 6) CONTRACTOR shall submit to CITY a detailed invoice for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Docusign Envelope ID: 53B14C0C-C08E-4427-9155-E2802CF1DF0B Certificate Of Completion
Envelope Id: 53B14C0C-C08E-4427-9155-E2802CF1DF0B Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Brodart Co. (FY 2026-27).pdf Source Envelope:

Document Pages: 9 Signatures: 6 Envelope Originator:

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.84.15.86
Sent: 5/20/2026 1:20:56 PM
Resent: 5/21/2026 8:25:19 AM
Viewed: 5/21/2026 8:36:43 AM
Signed: 5/21/2026 8:37:13 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Robert Donnelly
[email protected]
VP, McNaughton, IT & Operations
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 208.84.15.86
Sent: 5/20/2026 1:20:57 PM
Viewed: 5/20/2026 2:56:06 PM
Signed: 5/20/2026 3:01:21 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: 2a09:bac2:6148:2da5::48c:43
Signed using mobile
Sent: 5/21/2026 8:37:14 AM
Viewed: 5/21/2026 9:01:06 AM
Signed: 5/21/2026 9:01:21 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: 5/21/2026 9:01:22 AM
Resent: 5/22/2026 8:18:16 AM
Resent: 5/25/2026 7:53:02 PM
Viewed: 5/26/2026 3:33:44 PM
Signed: 5/27/2026 2:30:36 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: 5/21/2026 9:01:22 AM
Viewed: 5/21/2026 9:18:39 AM
Signed: 5/21/2026 9:18:59 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Stephanie Harris
[email protected]
Director of Community Services
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.167
Sent: 5/21/2026 9:01:23 AM
Viewed: 5/21/2026 9:02:33 AM
Signed: 5/21/2026 9:02:46 AM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
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
Joana Torres
[email protected]
Contract Administrative Assistant
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/20/2026 1:20:57 PM
Viewed: 5/20/2026 1:46:38 PM
Electronic Record and Signature Disclosure:

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

Not Offered via Docusign
Denise Garcia
[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 CDW GOVERNMENT, LLC FOR INFORMATION

TECHNOLOGY CONSULTING SERVICES
NAME OF CONSULTANT: CDW Government, LLC

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Jason Schwartz, Regional Sales Manager
CONSULTANT'S ADDRESS: 230 N. Milwaukee Avenue
Vernon Hills, IL 60061
CONSULTANT’S E.I.N./TAX I.D. 36-3310735
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief
Information Officer
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $280,000, as detailed in
Exhibit B, Schedule of Rates and Payment
Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C -2-
B0785-0001\3210635v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS

AND CDW GOVERNMENT, LLC FOR INFORMATION

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

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

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

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

Section 5. Method of Payment. Unless otherwise provided for herein, CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C -3-
B0785-0001\3210635v1.doc
CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in Exhibit B.

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

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

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

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

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

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

Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C -4-
B0785-0001\3210635v1.doc
California.
(3) Workers’ compensation insurance as required by the State of (4) A policy or policies of Professional/Technology Liability and Cyber Liability Insurance with minimum limits each of Two Million Dollars ($2,000,000) per occurrence.

Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the 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.

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

Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C -5-
B0785-0001\3210635v1.doc
(b) All duties of CONSULTANT under this Section shall survive termination of the Agreement.

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

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

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

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

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

Section 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C -6-
B0785-0001\3210635v1.doc
orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

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

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

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

CITY OF BEVERLY HILLS
Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C -7-
B0785-0001\3210635v1.doc
A Municipal Corporation
ATTEST:

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

HUMA AHMED
City Clerk
CONSULTANT: CDW GOVERNMENT, LLC

BRIAN FISHER
Director, Program Management
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: 214EDCF7-63CE-4354-AEF8-8F9D382B705C 8 B0785-0001\3210635v1.doc

EXHIBIT A

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

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

Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C 9 B0785-0001\3210635v1.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation for scheduled service during normal business hours as set forth in each scope of work submitted by CONSULTANT to CITY and signed by both parties. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of Two Hundred Eighty Thousand Dollars ($280,000.00), at the rates set forth in this Exhibit and in the purchase orders issued by CITY for all services to be provided pursuant to this Agreement.

Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the services as well as the actual cost of any equipment, materials and supplies necessary to provide the services (including labor, materials, delivery, tax, assembly and installation, as applicable) unless otherwise approved in writing by the Chief Information Officer.

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

The rates below only apply to services in Exhibit A and may only be amended by written change order or a separate amendment to the Agreement.

Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C 10 B0785-0001\3210635v1.doc
Docusign Envelope ID: 214EDCF7-63CE-4354-AEF8-8F9D382B705C Certificate Of Completion
Envelope Id: 214EDCF7-63CE-4354-AEF8-8F9D382B705C Status: Sent Subject: Complete with Docusign: Agreement - CDW Government, LLC (FY26-27).pdf Source Envelope:

Document Pages: 10 Signatures: 5 Envelope Originator:

Certificate Pages: 2 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
5/7/2026 7:58:16 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp

BRIAN FISHER
[email protected]
Director, Program Management
CDW Government, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.57.73
Sent: 5/7/2026 8:01:38 AM
Viewed: 5/7/2026 8:04:08 AM
Signed: 5/7/2026 8:04:22 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: 98.97.136.248
Signed using mobile
Sent: 5/7/2026 8:04:25 AM
Viewed: 5/7/2026 8:59:59 AM
Signed: 5/7/2026 9:00:17 AM
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: 5/7/2026 9:00:20 AM
Viewed: 5/7/2026 9:01:59 AM
Signed: 5/7/2026 9:02:08 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/7/2026 9:02:10 AM
Viewed: 5/7/2026 9:07:49 AM
Signed: 5/7/2026 9:07:59 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/7/2026 9:08:01 AM
Viewed: 5/11/2026 9:29:11 AM
Signed: 5/11/2026 9:29:30 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 5/7/2026 8:01:38 AM
Payment Events Status Timestamps
1 B0785-0001\3203003v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
COMMLINE INC. FOR RADIO CONSULTING SERVICES AND RELATED

EQUIPMENT
NAME OF CONSULTANT: Commline Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT: James Jun, President
CONSULTANT'S ADDRESS: 13700 Cimarron Ave.

Gardena, CA 90249
CONSULTANT’S E.I.N/TAX I.D. NO.: 95-4788314
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, unless sooner terminated pursuant to Section 13
CONSIDERATION: An amount not to exceed $ 200,000 as detailed in Exhibit B
Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 2 B0785-0001\3203003v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
COMMLINE INC. FOR RADIO CONSULTING SERVICES AND RELATED

EQUIPMENT
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Commline Inc. (hereinafter called "CONSULTANT").

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

B. CONSULTANT represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

Section 2. Time of Performance. CONSULTANT shall commence its services under this Agreement upon receipt of a duly authorized purchase order from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth above.

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

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

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 3 B0785-0001\3203003v1.doc
forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

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

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

Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 4 B0785-0001\3203003v1.doc
(4) A policy or policies of Professional/Technology Liability Insurance and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the 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.

Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 5 B0785-0001\3203003v1.doc
(b) All duties of CONSULTANT under this section shall survive termination or expiration of the Agreement.

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

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

Section 15. 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 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 Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 6 B0785-0001\3203003v1.doc
applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

Section 20. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures Follow]
Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 7 B0785-0001\3203003v1.doc
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
CONSULTANT:

COMMLINE INC.

JEFF FUKASAWA
Vice President

JAMES JUN
CEO & Secretary
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 8 B0785-0001\3203003v1.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following Services:

CONSULTANT shall provide, to the full satisfaction of CITY, consulting services related to CITY’s Motorola radios on an as needed basis to meet CITY's ongoing needs.

For each requested engagement, CONSULTANT shall submit a written scope of work which shall include a breakdown of all costs and warranties to CITY's authorized representative for written approval, acceptance and authorization to proceed.

CONSULTANT shall provide a full one year warranty on all products and workmanship. All work shall be performed in accordance with State and local laws.

Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 9 B0785-0001\3203003v1.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT in an amount not to exceed Two Hundred Thousand Dollars ($ 200,000) for the Services provided under this Agreement at the rates set forth below.

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

Docusign Envelope ID: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 Certificate Of Completion
Envelope Id: D9C7A1EE-015E-8C20-83C8-CAD0BCBF38E8 Status: Sent Subject: Complete with Docusign: Agreement - Commline, Inc. (2026-2027).pdf Source Envelope:

Document Pages: 9 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Raminta Ivanilova
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
5/20/2026 8:44:19 AM
Holder: Raminta Ivanilova
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jeff Fukasawa
[email protected]
Vice President
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 47.141.5.173
Signed using mobile
Sent: 5/20/2026 8:47:15 AM
Viewed: 5/20/2026 9:15:15 AM
Signed: 5/20/2026 9:15:24 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
James Jun
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 47.154.22.119
Sent: 5/20/2026 9:15:25 AM
Resent: 5/21/2026 8:40:02 AM
Viewed: 5/23/2026 2:26:15 PM
Signed: 5/23/2026 2:26:26 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 2a02:26f7:c355:8008:0:4000:0:4
Signed using mobile
Sent: 5/23/2026 2:26:27 PM
Viewed: 5/23/2026 6:41:39 PM
Signed: 5/23/2026 6:42:30 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: 5/23/2026 6:42:31 PM
Resent: 6/2/2026 9:42:13 AM
Viewed: 6/2/2026 10:10:16 AM
Signed: 6/2/2026 10:10:24 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/2/2026 10:10:25 AM
Viewed: 6/2/2026 10:34:53 AM
Signed: 6/2/2026 10:35:04 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 6/2/2026 10:35:06 AM
Viewed: 6/2/2026 4:46:39 PM
Signed: 6/2/2026 4:46:59 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:

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

RELATING TO WEB AND MOBILE APPLICATIONS ON AN AS-NEEDED BASIS
NAME OF CONSULTANT: First Tek, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT:

Dominic Puma, Account Manager
CONSULTANT'S ADDRESS: 371 Hoes Lane, Suite 201
Piscataway, NJ 08854
CONSULTANT’S E.I.N/TAX I.D. NO.: 22-3786614
City of Beverly Hills
455 N. Rexford Drive
CITY'S ADDRESS: Beverly Hills, CA 90210
Attention: David Schirmer
Chief Information Officer
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION:

Not to exceed $195,000.00
based on the rates set forth in
Exhibit B
Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -2-

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

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

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

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

NOW, THEREFORE, the parties agree as follows:

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

Section 2. Term of Agreement. This Agreement shall commence on July 1, 2026 and shall terminate on 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 CONSULTANT be paid more than the yearly maximum Consideration set forth above on the cover page. (b) CONSULTANT shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONSULTANT which are not expressly authorized by this Agreement will not be reimbursed by CITY.

Section 5. Method of Payment. CONSULTANT shall submit to CITY a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -3-
performed pursuant to this Agreement. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

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

Section 12. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -4-
occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement.
(3) A policy or policies of Professional/Technology Liability Insurance and Cyber Liability Insurance each with minimum limits of Five Million Dollars ($5,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(4) Workers' compensation insurance as required by the State of California. (b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT's expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the 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.

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -5-
Section 13. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT under this section shall survive termination or expiration of the Agreement.

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

Section 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 18. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -6-
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 22. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any discrepancy between the express or implied subject matters of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -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: FIRST TEK, INC.

SATYAKUMAR BHAVANASI
President and Chief Executive Officer

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

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -8-

EXHIBIT A

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

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -9-

EXHIBIT B

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -10-
ATTACHMENT 1 TO EXHIBIT B
CONSULTANT’S RATE SCHEDULE
Rate Schedule Effective: 2024
Hourly time &materials labor rates are provided for a sample of our resources for 2024.

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

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

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

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

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

Staff Members in this category would typically do the following and/or have the following skill sets:
• Provide designing, coding, and testing solutions and identifying system deficiencies and suggest technical solutions.
• Creating prototypes for business user approval. Documenting application functionality and programming.
• Creating and executing unit, integration and system test scripts, manual and automated. • Accurately preparing written business correspondence that is coherent, grammatically correct, effective, professional and engaging Demonstrated proficiency in Java 2 Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -11-
Writ effective, scalable SQL queries and stored procedures. • Use Rational Application Developer or another Eclipse base IDE for developing and testing J2EE based applications.

II.

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

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

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

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

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

Staff Members in this category would typically do the following and/or have the following skill sets:
• Maintain and expand software products
• Develop extensions to the software as per varying needs • Install and maintain open-source Social Network Analysis software on a server and develop code to extend the software’s capability
• Gather requirements, develop code, program, test, and maintain several web applications
Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -12-
• Experience and a strong passion for the LAMP (Linux, Apache, and MySQL & PHP) development stack.
• Working knowledge of memory objects caching technologies like Memcached. • Experience designing, querying, and updating both RDBMS and NoSQL data stores like MySQL and Couchbase.
• Ability to design unit tests with PHPUnit and document source with phpDocumentor. • Experience of web service development and consumption (SOAP, XML, Feeds, ReST, Etc
III.

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

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

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -13-
• Develops software using disciplined software development processes, adhering to team/company standards and software best practice guidelines, and corporate policies.

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

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

IV.

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

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

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

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -14-
• Create proof of concepts for emerging technologies as they apply to the problem space. • Assist with identifying and establishing tools, operating environments, design, development standards, and technical documentation as required. • Work with other team members during development and implementation of solutions. • Support other developers through problem solving by identifying as well as evolving standards, best practices and reusable solutions.
• Work with test and quality assurance staff during the development and implementation of enterprise solutions.
• Identify ambiguities and gaps in system requirements and liaise with analysts, architects, lead developers and customers to obtain clearer specifications. • NET development skills with use of related technologies, concepts and products such as Microsoft Visual Studio 2005 or 2008, .NET Framework, Visual Basic .NET or C# • Experience with MS SQL Server (2008 required, 2012 desired) • Highly skilled in writing SQL queries
• Knowledge of CSS, JavaScript, and JQuery is a plus
V.

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

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

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -15-
• Proficiency in Microsoft technologies including .Net 4.0, Web API, WCF, Visual Studio 2012, SQL Server, MVC, and custom ASP.Net applications. • Articulate complex application designs and develop applications using emerging technologies.
• Develop Web services Framework that provides data/services to partners internal & external and mobile devices.
• Experience with cloud enablement of business applications is a plus.

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

VI.

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -16-
SharePoint Architect
Hourly Rate: $90 to $114/Hr.

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

VII.

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

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

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

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

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -17-
• Manage multiple release cycles for various projects and ensure successful qualification prior to launch.

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

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

VIII.

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

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

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

Staff Members in this category would typically do the following and/or have the following skill sets:
• Design, create, and maintain software by analyzing, testing, assessing and implementing programming applications based on business priorities and guidance from management.
• Assists teams with quickly and reliably debugging and solving the most complicated system issues.
• Proficiency in fundamental and advanced application development concepts. • Expertise in algorithm analysis and performance tuning.

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 -18-
• Assist in the testing process by conducting reviews and analyses, witnessing tests and participating in software certification.
• Provide technical expertise and guidance to project teams and software engineers, demonstrating significant creativity and flexibility. • Provide guidance to teams and individual software engineers for build and release management.
• Develop features across multiple subsystems within the portfolio, including collaboration in requirements definition, prototyping, design, coding, testing and deployment.

IX.
iOS / Android / mobile resources – Offshore team
iOS/Android/Mobile Developer & Senior Developer
Hourly Rate: $36 to $42/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:
• Design and implementation of intuitive and responsive user interfaces for portable and handheld touch screen devices.
• Delivery of fully featured and reliable APIs for 3rd party developers. • Concurrent and multi-threaded application design and implementation. • Databases enabled for cross-device synchronization through peer to peer and cloud connectivity solutions.
• Specialist skills in developing custom native mobile apps for iOS or Android or Windows mobile.
• Specialist skills in developing cross-platform mobile apps with Apache Cordvoa API, Phonegap and Titanium platforms using jQuery mobile, JavaScript, HTML5 and CSS. • Specialist skills in developing mobile web sites compatible with mobile phones running variety of operating systems
• Experience with 2D and 3D graphics rendering and animation. • Experience in integrating Social Media such as Facebook, Twitter, Linkedin. • Experience in Augmented Reality and location based apps. • Experience in OAuth, Security, Encryption, SOAP and RESTful web services. • Experience in providing best user experience with Wow! Effect • Experience in in-app purchases and in-app advertising iOS/Android/Mobile Tester
Hourly Rate: $30 to $36/Hr. - discounted rate ($24hr.) for CITY Staff Members in this category would typically do the following and/or have the following skill sets:
• Writing and executing test cases for mobile apps.
• Testing mobile apps for usability, user friendliness and rich user experience as per human interface guidelines and standards.
• Testing mobile apps for performance and responsiveness on various modes of networks like 2G, 3G, 4G, and Wi-fi.

Docusign Envelope ID: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 Certificate Of Completion
Envelope Id: 11BBF9BA-1374-8C89-82A9-4BD5AA32DB30 Status: Sent Subject: Complete with Docusign: Agreement - First Tek Inc. (FY2026-27).pdf Source Envelope:

Document Pages: 18 Signatures: 6 Envelope Originator:

Company)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.19.207.34
Sent: 5/27/2026 4:04:16 PM
Viewed: 5/28/2026 7:28:14 AM
Signed: 5/28/2026 7:28:52 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Satyakumar Bhavanasi
[email protected]
President
First Tek, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 2a09:bac3:b31b:f23::182:110
Signed using mobile
Sent: 5/28/2026 7:28:54 AM
Viewed: 5/28/2026 7:33:37 AM
Signed: 5/28/2026 7:33:52 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah Hakman For
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.97.140.133
Signed using mobile
Sent: 5/28/2026 7:33:54 AM
Viewed: 5/28/2026 7:48:52 AM
Signed: 5/28/2026 7:49:27 AM
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: 5/28/2026 7:49:30 AM
Viewed: 5/28/2026 7:54:29 AM
Signed: 5/28/2026 7:54:43 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2026 7:54:45 AM
Viewed: 5/28/2026 7:59:05 AM
Signed: 5/28/2026 7:59:18 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/28/2026 7:59:21 AM
Viewed: 5/28/2026 11:43:03 AM
Signed: 5/28/2026 11:43:58 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 5/27/2026 4:04:16 PM
Payment Events Status Timestamps
1 B0785-0001\3252156v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

GALLS, LLC FOR UNIFORMS, ACCESSORIES, AND SUPPLIES

FOR POLICE AND FIRE DEPARTMENTS
NAME OF CONTRACTOR: Galls, LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Dustin McDulin, CFO CONTRACTOR’S ADDRESS: 1340 Russel Cave Rd.

Lexington, KY 40505
Attention: Dustin McDulin, CFO
CONTRACTOR’S E.I.N/TAX I.D. NO.: 82-4099469
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Mark G. Stainbrook, Chief of
Police
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2029, unless extended pursuant to section 2 of the Agreement
CONSIDERATION: Not to exceed $500,000 per fiscal year at the rates set forth in Exhibit B
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 2 B0785-0001\3252156v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

GALLS, LLC FOR UNIFORMS, ACCESSORIES, AND SUPPLIES

FOR POLICE AND FIRE DEPARTMENTS
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Galls, LLC (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 2. Time of Performance.

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

Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 3 B0785-0001\3252156v2.doc
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

Section 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 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 Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 4 B0785-0001\3252156v2.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 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: AF2BD352-C789-8286-83A1-703842C4D9A5 5 B0785-0001\3252156v2.doc
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.

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: AF2BD352-C789-8286-83A1-703842C4D9A5 6 B0785-0001\3252156v2.doc
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
ATTEST:
__________________________ (SEAL)

HUMA AHMED
City Clerk
[Signatures continue]
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 7 B0785-0001\3252156v2.doc
CONTRACTOR: Galls, LLC

MIKE FADDEN
Chief Executive Officer
DUSTIN McDULIN
Chief Financial Officer
APPROVED AS TO FORM:
_____________________________
LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:
______________________________

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 8 B0785-0001\3252156v2.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall perform the following services:

Provide CITY with uniformed personnel uniform apparel, accessories and supplies on an as needed basis.

Require and accept CITY provided Purchase Order and signed pre-approval from CITY personnel for uniform purchase and invoice CITY accordingly. CONTRACTOR shall maintain such records on file.

Provide tailoring/alteration services as needed to ensure appropriate fit.

Provide all stock sizes and/or custom sizes, including “non-standard” sizes.

Supply stripes, hash marks, and certain emblems for purchase.

Provide embroidery services and installation services to include stars, lettering and other labels to garments, hats, and other equipment.

Provide hemming, patch and zipper installion services as needed Provide personnel with the ability to place orders by phone, online platform or in person at CONTRACTOR’s location.

Keep a record of uniformed items and equipment ordered by individual personnel, along with sizing requirements.

Notify appropriate personnel that their order is ready for pick-up.

Provide administrators with flexible, on-demand reporting as requested.

Provide the ability for CITY to submit uniform and equipment pre-approvals in an electronic format and incorporate the pre-approval information on the invoice prior to submission for payment.

Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 9 B0785-0001\3252156v2.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the satisfactory performance of the work described in this Agreement in a total amount not to exceed Five Hundred Thousand Dollars ($500,000) per fiscal year, at the prices set forth in Attachment 1 to Exhibit B, including all labor taxes, and expenses.

Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 10 B0785-0001\3252156v2.doc
ATTACHMENT 1 TO EXHIBIT B

DEPARTMENT
LINE
NUMBER
STYLE
NUMBER VENDOR NAME VENDOR ITEM # ITEM DESCRIPTION Pricing/Sizes POLICE See Lines 99 - 129 for Customization Pricing
POLICE 1 UA017 Hero's Pride - HG QM4010N LAWPRO FULL SIZE WHISTLE $3.35 POLICE 1 UA018 Hero's Pride - HG QM4020N

LAWPRO SNAKE CHAIN FOR
WHISTLE $2.90
POLICE 2 BD250 HERO'S PRIDE QM4007FN LAWPRO 5/16 PLAIN TIE BAR $3.15 POLICE 3 HW914
Keystone Uniform
Cap Corp R-10LAPDPTLMN LAPD CAP W/LAPD BUTTONS $63.30
POLICE 3 HW935
EISEMANLUDMAR CO INC M0321 CAP BAND -SNAKE $10.50
POLICE 4 NT030 Johnson Plastics MSS12CS 1/2 X 2 3/8 IN NAMETAG $7.25 POLICE 5 LP150 Hero's Pride - HG GA150WN

GALLS GEAR BELT KEEPERS
4PK $9.55
POLICE 6 FW713

BELLEVILLE SHOE
MANUFACTURING TR960Z
KHYBER 8IN LIGHTWEIGHT
SIDE ZIP TACTICAL BOOT $108.95
POLICE 7 RW263

CAROLINA

SAFETY SPORT
INT'L, L 475RPT3MBLKLIM

REVERSIBLE RAIN PANTS
W/REF
SM - 2X $62.75 / 3X -
6X $69.10
POLICE 8 RW145

CAROLINA

SAFETY SPORT
INT'L, L 475RSJ3MBLKLIM
NEESE 30IN REVERSIBLE

SNAP FRNT JKT
XS - XL $64.40 / 2X
$69.40 / 3X - 4X
$74.85
POLICE 9 HW3623
OTTO

INTERNATIONAL,
INC. 19-1261-004

OTTO COTTON TWILL LOW

PROFILE CAP W/
REFLECTIVE PIPING $14.40
POLICE 10 LP145 Hero's Pride - HG GA145W-2

GALLS GEAR SAM BROWNE
BELT
28 - 44 $23.90 / 46 -
50 $25.75 / 52 - 58
$27.60
POLICE 11 LR213
BOSTON
LEATHER INC 6606-3
1-1/2IN LEATHER GARRISON
BELT
24 - 68 $18.80 / 74
$22.90
POLICE 12 LP006
BOSTON
LEATHER INC LP6606-3
LAWPRO 1-1/2IN LEATHER
GARRISON BELT $14.40
POLICE 13 LP1213 Hero's Pride - HG GA1213W-2
GALLS 1 3/4 ECONOMY

GARRISON BELT
28 - 44 $19.85 / 46 -
50 $22.05 / 52 - 58
$24.30 / 60 $30.95
POLICE 14
FL858
AC Streamlight 74303 STRION LED FLASHLIGHT $114.25
POLICE 15 LP148 Hero's Pride - HG GA148WN

GALLS GEAR CLOSED-TOP
CUFF CASE $18.30
POLICE 16 RS001

PEERLESS

HANDCUFF
COMPANY 4710
PEERLESS MODEL 700C
CHAIN HANDCUFFS $26.40
POLICE 17 UA494

SAMUEL BROOME

UNIFORM
ACCESSOR 90063 BLACK 22
3IN POLYESTER CLIP ON TIE
W/ BUTTONHOLE $6.85
POLICE 18 BD250 HERO'S PRIDE QM4007FN LAWPRO 5/16 PLAIN TIE BAR $3.15 POLICE 19 NP362

SAFARILAND,
LLC. 1017298

ACCUMOLD LIGHT HOLDER
F/STINGER XT $17.25
POLICE 20 BP4353

POINT BLANK

ENTERPRISES

HLMPASOMFS
BKA L

PASGT HELMET WITH

OMEGA HARNESS AND FACE
SHIELD $418.65
POLICE 21 BG2286 TEAM WENDY LLC 10011552 STANDARD HELMET BAG $39.60 POLICE 22 LR027
BOSTON
LEATHER INC 5450-3

LAWPRO STANDARD BATON
RING $8.35
POLICE 23 LP155 Hero's Pride - HG GA155WN

GALLS GEAR MARK III
DEFENSE SPRAY CASE $18.35
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 11 B0785-0001\3252156v2.doc
POLICE 23 LH229 Hero's Pride - HG 1460WN

HEROS PRIDE AIRTEK

DOUBLE PEPPER SPRAY
CASE $26.25
POLICE 24 TU297

TACT SQUAD
GROUP, INC. UM10303N

BREECHES WOOL
ELAST*NO BRAID*
28 - 42 $184.95 / 44
- 50 $203.45 / 52 -
54 $221.95
POLICE 25 ZA2875
Lion First
Responder/
Elbeco E8931R

PRESTIGE WORSTED WOOL
TROPICAL TROUSER $78.00
POLICE 25 ZM963

FECHHEIMER

BROTHERS
UNIFORM CO F1 32289
MENS 100% WOOL
TROUSER $68.85
POLICE 26 SH477

FECHHEIMER

BROTHERS
UNIFORM CO F1 20W95 LAPD 100% WOOL L/S SHIRT $77.15
POLICE 27 SH220
Lion First
Responder/
Elbeco 437
ELBECO LAPD 100% WOOL
LS SHIRT $69.40
POLICE 28 UA600
OGS

TECHNOLOGIES
INC
1-00190-2434-
10906

WATERBURY UNIFORM P
BUTTON (SINGLES) $2.10
POLICE 28 ZT513
OGS

TECHNOLOGIES
INC
3-00818-00-00-
41900
3-00818-0000-41900
SINGLE WASHERS $1.00
POLICE 28 UN474
OGS

TECHNOLOGIES
INC
3-00006-00CB41900 TOGGLES NICKEL PLATED $1.00
POLICE 29 SR957
Lion First
Responder/
Elbeco 4237 100% WOOL LAPD S/S SHIRT $61.65
POLICE 30 ZM409

FECHHEIMER

BROTHERS
UNIFORM CO F1 70R95
70R9586 MENS S/S 100%
WOOL TROPICAL SHIRT $68.00
POLICE 31 SH830
COBMEX
APPAREL LTD. TN100
CLASSIC 60%C/40%P

TURTLENECK
XS - XL $30.00 / 2X
$31.00 / 3X $32.00/
4X $33.00/ 5X-6X
$34.00
POLICE 32 JA3265

TACT SQUAD
GROUP, INC. F1003

TACTICAL GEN JACKET WITH

REMOVABLE LINER
XS - 2X $76.35 / 3X -
6X $84.10
POLICE 33 TR747
Lion First
Responder/
Elbeco E2844R TEK 3 MENS CARGO PANTS $82.00
POLICE 34 TR3224 5.11 Inc. 74369ABR

5.11 STRYKE PANT W/FLEXTAC TM $70.85
POLICE 34 TR3221 5.11 Inc. 64386ABR WM STRYKE PANT
00 - 20 $61.35 / 22W
- 28W, 30 $85.05
POLICE 35 TR3303 5.11 Inc. 74098ABR

FLEX-TAC TDU RIPSTOP
PANT $62.85
POLICE 36 SH5047 5.11 Inc. 72250ABR FLEX-TAC TDU RP LS SHIRT $62.85 POLICE 36
SH5047
MCAM 5.11 Inc. 72250MCABR FLEX-TAC TDU RP LS SHIRT $133.40 POLICE 37 SP127

ALL AMERICAN
BOOT MFG., INC. AA-910L

MOTOR BOOT LUG SOLE
LACE TOP $811.00
POLICE 38 JA977

TAYLOR'S
LEATHERWEAR N143

GOATSKIN LEATHER
BOMBER JACKET $257.65
POLICE 39 LP611
Vista Outdoor
Sales, LLC 44H015BK

SERPA DUTY HOLSTER
F/TASER X26 $53.55
POLICE 40 ST449
A+ CAREER
APPAREL 5510

HEAVYWEIGHT FRNT ZIP

CARDIGAN SWEATER
XS - XL $34.70 / 2X -
3X $38.05 / 4X - 5X
$41.10/ 6X $45.80/
10X $52.20
POLICE 41 No Bid N/A
POLICE 42 GL214

DAMASCUS
WORLDWIDE INC DFK300

LEATHER FRISKER K GLOVE
W/KEVLAR LINING $25.85
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 12 B0785-0001\3252156v2.doc
POLICE 43 UA743S
California
Webbing Mills 7210 S APPLIED

QM STYLE SINGLE LINE

NAMESTRIP- APPLIED
RETAIL WEBBING $5.99
POLICE 44 JA3452 5.11 Inc. 48373ABR

CHAMELEON SOFTSHELL

2.0 $109.10
POLICE 45 HS370 TACT SQUAD- PL HS370

GALLS MESH ANSI II

BREAKAWAY SAFETY VEST
TYPE R $33.00
POLICE 46 SW672
Lion First
Responder/
Elbeco K5138 UFX TACT KNIT S/S SHIRT
REG $43.85 / LNG
$48..85
POLICE 46 ST120
Lion First
Responder/
Elbeco K5178LC

UFX WOMENS SHORT
SLEEVE TACTICAL POLO $44.00
POLICE 47 SR780
Tru-Spec Global
LLC 4415002

TRU MENS CLASSIC COTTON
DOUBLE PIQUE S/S POLO $43.95
POLICE 48 SR585
Lion First
Responder/
Elbeco K5148

UFX TACTICAL L/S KNIT
SHIRT
REG $49.00 / LNG
$56.00
POLICE 48 ST206
Lion First
Responder/
Elbeco K5188LC

WOMENS UFX L/S POLO
SHIRT $49.00
POLICE 49 TU258
Lion First
Responder/
Elbeco E8932LC

ELBECO WOMENS LAPD
WOOL TROUSERS $78.30
POLICE 50 SH333
Lion First
Responder/
Elbeco 537

ELBECO WOMENS LAPD
100% WOOL LS SHIRT $69.40
POLICE 51 TU333

FECHHEIMER

BROTHERS
UNIFORM CO F1 32289W 86

FLYING CROSS WOMENS
LAPD 100% WOOL TROUSER $87.00
POLICE 52 SH877
Lion First
Responder/
Elbeco Z9311LCN
WOMENS TEXTROP2 LS
ZIPPERED SHIRT $80.25
POLICE 53 SR222
Lion First
Responder/
Elbeco 5237

ELBECO WOMENS LAPD
100% WOOL SS SHIRT $61.65
POLICE 54 SH886
Lion First
Responder/
Elbeco Z9811LCN
WOMENS TEXTROP2 ZIP
FRONT SS SHIRT $77.45

POLICE CUSTOMIZATION PRICING
POLICE 99 CE200

CUSTOMER SUPPLIED
EMBLEM-GENERIC $3.25
POLICE 100 CE500

RETAIL CUSTOMER
SUPPLIED EMBLEM $3.35
POLICE 101 ED2385 GALLS, LLC ED2385

RECORDS BEVERLY HILLS
POLICE $19.95
POLICE 102 EN0001

CUSTOMER SPECIFIC
EMBLEM APPLICATION FEE $3.25
POLICE 103 EY5521 GALLS, LLC EY5521

COMMUNICATIONS

BEVERLY HILLS POLICE
SUBDUED $23.35
POLICE 104 EY5716 GALLS, LLC EY5716

REVERSED AMERICAN FLAG
HAT SIDE NAVY BORDER $5.30
POLICE 105 HEM01 HEMMING $7.80
POLICE 106 HT002 GALLS, LLC HT002 1LN HEAT TRANSFER $9.95 POLICE 107 HT7198

TRANSFER
EXPRESS K00922-0066
BHPD TEXT .9X4.5 ELASTI
PRINT $7.95
POLICE 108 HT7199

TRANSFER
EXPRESS K20920-3175
TRAFFIC TEXT 6.2X1 ELASTI
PRINT $8.50
POLICE 109 HT7201

TRANSFER
EXPRESS K20922-0265

TRAFFIC TEXT VERTICAL
.99X8.8 ELASTI PRINT $8.95
POLICE 110 LA101 GALLS, LLC ZIPPER APPLICATION $10.20
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 13 B0785-0001\3252156v2.doc
POLICE 111 LA103 GALLS, LLC BUTTON REMOVAL $10.20
POLICE 112 LA106 GALLS, LLC BADGE TAB APPLICATION $10.20 POLICE 113 LA114 ADD MATERNITY PANELS $25.00
POLICE 114 LA127 GALLS, LLC

TAPER SIDES
SHIRTS/JACKETS/BLAZERS $12.75
POLICE 115 LA128 GALLS, LLC LA128 WP

TAPER SLEEVES ON SHORT
OR LONG SLEEVES $12.75
POLICE 116 LA129 GALLS, LLC SHORTEN SLEEVES $10.20
POLICE 117 LA130 GALLS, LLC SEW DOWN EPAULETS $10.20
POLICE 118 LA134 GALLS, LLC

MAKE SHIRT SHORTER (CUT
TAILS/SQUARE) $10.20
POLICE 119 LL2LNH GALLS, LLC LL2LNH
2 LINE EMBROIDERY -
BALLCAPS $5.90
POLICE 120 PEC02 GALLS, LLC PEC02
2 LINE RIGHT CHEST
EMBROIDERY $6.99
POLICE 121 RW703 B. BLACK & SONS T56696 MATERNITY PANELS BLACK $8.95 POLICE 122 STR01 VAS ITEM SINGLE STRIPING $25.00
POLICE 123 UA067
EISEMANLUDMAR CO INCBNF-107-32-
ON1002L
1 IN NYLON LACQUERED
STRIPING $4.45
POLICE 124 UA209S VELCRO USA INC. 190431 APPLIED QM VELCRO LOOP - APPLIED $1.00 POLICE 125 UA746
American Zabin
International ZI114825 CA RETAIL BLACK ZIPPER $3.25
POLICE 126 UA779
American Zabin
International ZDF2140Y0580D1
CA RETAIL BRASS 5/1K
ZIPPER $3.25
POLICE 127 UA9997

VAS ITEM VELCRO FOR
GARMENTS $3.25
POLICE 128 UA9999

VAS ITEM HASHMARK
EMBLEMS $3.25
POLICE 129 ZM902
Lion First
Responder/
Elbeco 79992 GRY

TEXTROP BADGE TAB
W/METAL EYELET $3.25
***Alterations will be subject to additional charges.

FIRE See Lines 130 - 145 for Customization Pricing
FIRE 55 FE306 Danner, Inc. 18050

DANNER WILDLAND
TACTICAL 8IN FIREFIGHTER
BOOT $246.75
FIRE 56 SP918 DANGRA INC. USBBK

REDBACK LEATHER BOOT
(US SIZED) $153.50
FIRE 57 TR695

FECHHEIMER

BROTHERS
UNIFORM CO F1 28P8696
MENS 55/45 POLY/WOOL

TROUSER
28 - 56 $117.15 / 58
$165.35
FIRE 58 ZM708

FECHHEIMER

BROTHERS
UNIFORM CO F1 17B8696C

MILITARY DRESS STYLE

POLY WOOL COAT W/GOLD
FD BUTTONS $342.95
FIRE 59 SH091

EDWARDS
GARMENT CO 1262 MENS L/S NAVIGATOR SHIRT
SM - XL $26.10 / 2X
$35.00 / 3X - 4X
$38.00/ 5X-6X
$44.00
FIRE 60 HW896
Keystone Uniform
Cap Corp R13

RND TOP POLY/WOOL
CAP/88 BLK VISOR/BLK
STRP/SIL FD SNGL POST $71.05
FIRE 61 ZA2330 Workrite (WWOF) FSF0

MENS CLASSIC L/S NOMEX

IIIA FIREFIGHTER SHIRT
36 - 58 REG, 42 - 54
LNG $162.30 / SHT,
30 - 34, 60 - 66 REG,
30 - 40, 56 - 66 LNG,
XLNG $219.10
FIRE 62 LR370
Arons
Manufacturing
Company 410S
BELT 1 5/8 PLAIN NO
BUCKLE $15.30
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 14 B0785-0001\3252156v2.doc
FIRE 63 ZV752 Workrite (WWOF) FSC2

CHIEF S/S SHIRT - NOMEX
IIIA
36 - 58, 42L - 54L
$139.95 / 32 - 34, 60
- 66, 56L $188.90
FIRE 64 ZV752 Workrite (WWOF) FSC2

CHIEF S/S SHIRT - NOMEX
IIIA
36 - 58, 42L - 54L
$139.95 / 32 - 34, 60
- 66, 56L $188.90
FIRE 65 PEC01 GALLS, LLC PEC01
1 LINE RIGHT CHEST
EMBROIDERY $6.99
FIRE 66 ZS796 Workrite (WWOF) FP52

WORKRITE NOMEX IIIA

INDUSTRIAL PANT FULLER
CUT 402
30 - 50 $161.30 / 28
- 29, 52 - 58, 38
INSEAM $217.75
FIRE 67 ZS796 Workrite (WWOF) FP52

WORKRITE NOMEX IIIA

INDUSTRIAL PANT FULLER
CUT 402
30 - 50 $161.30 / 28
- 29, 52 - 58, 38
INSEAM $217.75
FIRE 68 JA933 Dickies (WWOF) TJ55

DICKIES LINED
EISENHOWER JACKET $42.75
FIRE 69 JA933 Dickies (WWOF) TJ55

DICKIES LINED
EISENHOWER JACKET $42.75
FIRE 70 ZV752 Workrite (WWOF) FSC2

CHIEF S/S SHIRT - NOMEX
IIIA
36 - 58, 42L - 54L
$139.95 / 32 - 34, 60
- 66, 56L $188.90
FIRE 71 ZS778 Workrite (WWOF) FP50
400NX75 NOMEX IIIA
FIREFIGHTER PANT- REG ACUT REG CUT 40030 - 50 $155.85 / 28 - 29, 52 - 54 $210.40
FIRE 71 ZS796 Workrite (WWOF) FP52

WORKRITE NOMEX IIIA

INDUSTRIAL PANT FULLER
CUT 402
30 - 50 $161.30 / 28
- 29, 52 - 58, 38
INSEAM $217.75
FIRE 72 JA933 Dickies (WWOF) TJ55

DICKIES LINED
EISENHOWER JACKET $42.75
FIRE 73 HW909
Keystone Uniform
Cap Corp R13

BEVERLY HILLS FD CAP WHT
VISOR/BLK RIB SIDES/2 X

BUGLE BTNS/DBL LACE GLD
STRAP $71.45
FIRE 74 HW906
Keystone Uniform
Cap Corp R13SPECVISOR FD CAP W/SPECIAL VISOR $128.60
FIRE 75 HW904
Keystone Uniform
Cap Corp
R-13W BLK B/V/S
(Size) SFD

VINYL RND TOP/ BLK BRAID/

BLK VISOR/BLK STRAP/SIL
FD BUTTONS $74.60
FIRE 75 HW935
EISEMANLUDMAR CO INC M0322 CAP BAND -SNAKE $13.00
FIRE 76 LR370
Arons
Manufacturing
Company 410S-PLN 26
BELT 1 5/8 PLAIN NO
BUCKLE $15.30
FIRE 77 ZV752 Workrite (WWOF) FSC2

CHIEF S/S SHIRT - NOMEX
IIIA
36 - 58, 42L - 54L
$139.95 / 32 - 34, 60
- 66, 56L $188.90
FIRE 78 ZS778 Workrite (WWOF) FP50
400NX75 NOMEX IIIA
FIREFIGHTER PANT- REG ACUT REG CUT 40030 - 50 $155.85 / 28 - 29, 52 - 54 $210.40
FIRE 78 ZS796 Workrite (WWOF) FP52

WORKRITE NOMEX IIIA

INDUSTRIAL PANT FULLER
CUT 402
30 - 50 $161.30 / 28
- 29, 52 - 58, 38
INSEAM $217.75
FIRE 79 JA933 Dickies (WWOF) TJ55

DICKIES LINED
EISENHOWER JACKET $42.75
FIRE 80 HW896
Keystone Uniform
Cap Corp R13 BLK 612 SILFD

RND TOP POLY/WOOL
CAP/88 BLK VISOR/BLK
STRP/SIL FD SNGL POST $71.05
FIRE 81 LP334 DUTYMAN INC 1311
1 1/2IN WIDE HOOK & LOOP

TIP BELT
24 - 44 $21.95 / 46 -
52 $25.55 / 54 - 60
$27.20
FIRE 82 ZA2330 Workrite (WWOF) FSF0

MENS CLASSIC L/S NOMEX

IIIA FIREFIGHTER SHIRT
36 - 58 REG, 42 - 54
LNG $162.30 / SHT,
30 - 34, 60 - 66 REG,
30 - 40, 56 - 66 LNG,
XLNG $219.10
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 15 B0785-0001\3252156v2.doc
FIRE 83 UA494

SAMUEL BROOME

UNIFORM
ACCESSOR 90063
3IN POLYESTER CLIP ON TIE
W/ BUTTONHOLE $6.85
FIRE 84 FE306 Danner, Inc. 18050

DANNER WILDLAND
TACTICAL 8IN FIREFIGHTER
BOOT $246.75
FIRE 85 SP918 DANGRA INC. USBBK

REDBACK LEATHER BOOT
(US SIZED) $153.50
FIRE 86 BY639

POINT BLANK
ENTERPRISES LA=CS2C33030

CIIIA LAFD BODY ARMOR
W/STRAPPING SYSTEM $487.40
FIRE 87 SH091

EDWARDS
GARMENT CO 1262 MENS L/S NAVIGATOR SHIRT
SM - XL $26.10 / 2X
$35.00 / 3X - 4X
$38.00/ 5X-6X
$44.00
FIRE 88 ZM708

FECHHEIMER

BROTHERS

UNIFORM CO
F1 17B8696C 96
38 REG

MILITARY DRESS STYLE

POLY WOOL COAT W/GOLD
FD BUTTONS $342.95
FIRE 89 TR695

FECHHEIMER

BROTHERS

UNIFORM CO
F1 28P8696 96 28
REG
MENS 55/45 POLY/WOOL

TROUSER
28 - 56 $117.15 / 58
$165.35
FIRE 90 UA494

SAMUEL BROOME

UNIFORM
ACCESSOR 90063 BLACK 22
3IN POLYESTER CLIP ON TIE
W/ BUTTONHOLE $6.85
FIRE 91 FW515

WEINBRENNER

SHOE COMPANY,
INC. 831-6031

POROMERIC ACADEMY
OXFORD $63.00
FIRE 92
RW092
LGR
(Size) FD

CAROLINA

SAFETY SPORT

INT'L, L
1820J LGR (Size)
FD

SCREENPRINTED RAIN

JACKET W/DETACHABLE
HOOD
SM - 2X $16.95 / 3X -
6X $18.35
FIRE 93 TT557
GAME
WORKWEAR 1450 HI-VIS RAIN PANT $45.00
FIRE 94 FW1505 5.11 Inc. 12391ABR ATAC 2.0 8 $88.10
FIRE 95 ZO743

HORACE SMALL
(WWOF) HS1208

MENS NEW DIMENSION S/S
SHIRT $46.35
FIRE 96 TR782

HORACE SMALL
(WWOF) HS2333
MENS NEW DIMENSION 4

PKT TROUSER
28 - 54 $45.00 / 56 -
58 $65.00 / 38
INSEAM $75.00
FIRE 97 SH885
Lion First
Responder/
Elbeco Z3313N
MENS TEX TROP2 SS ZIP
SHIRTS $58.00
FIRE/PD 98 All other apparel and equipment not listed but needed 10% Discount off
MSRP
FIRE 130 EN0001

CUSTOMER SPECIFIC
EMBLEM APPLICATION FEE $3.25
FIRE 131 EN14915 HERO'S PRIDE G24922B
AC1000531925 BEVERLY
HILLS FIRE DEPT. FIRE

INSPECTOR ROCKER
GLD/BLU/RED 4.75 X .875 $4.50
FIRE 132 HEM01 HEMMING $7.80
FIRE 133 LA100 GALLS, LLC BUTTON APPLICATION $10.20
FIRE 134 LA103 GALLS, LLC BUTTON REMOVAL $10.20
FIRE 135 LA106 GALLS, LLC BADGE TAB APPLICATION $10.20
FIRE 136 LA107 GALLS, LLC EPAULET REMOVAL $10.20
FIRE 137 LA148 GALLS, LLC METAL EYELET APPLICATION $10.20 FIRE 138 LA151 GALLS, LLC RANK STRIPE 1 ROW $25.00
FIRE 139 LA152 GALLS, LLC RANK STRIPE 2 ROWS $30.00
FIRE 140 PEC01 GALLS, LLC PEC01
1 LINE RIGHT CHEST
EMBROIDERY $6.99
FIRE 141 UA563 B. BLACK & SONS A942 BLK

METAL EYELETS SOLD
INDIVIDUALLY $1.15
Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 16 B0785-0001\3252156v2.doc
FIRE 142 UA735

FECHHEIMER

BROTHERS
UNIFORM CO F1 BT5810

POLY/COTTON BADGETABS
W/ CLOTH EYELETS $3.30
FIRE 143
UE181
NKL LG
OGS

TECHNOLOGIES
INC
1-02968-3634-
11905

FD BUTTONS SOLD IN
SINGLES $2.50
FIRE 144
UN938
ASIL
EISEMANLUDMAR CO INCBNFV-493-16-
09175CL 1/2" NYLON VELLUM BRAID $12.00
FIRE 145 UZ461 GALLS, LLC BADGETAB

RETAIL ONLY IN HOUSE

BADGE TABS/NAME
TABS/MIC TABS $2.00
***Alterations will be subject to additional charges.

Docusign Envelope ID: AF2BD352-C789-8286-83A1-703842C4D9A5 Certificate Of Completion
Envelope Id: AF2BD352-C789-8286-83A1-703842C4D9A5 Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Galls LLC.pdf Source Envelope:

Document Pages: 16 Signatures: 6 Envelope Originator:

Certificate Pages: 3 Initials: 0 Maria Lara
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.168
Record Tracking
Status: Original
5/26/2026 12:46:56 PM
Holder: Maria Lara
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Mike Fadden
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 4.30.235.194
Sent: 5/26/2026 1:16:53 PM
Viewed: 5/27/2026 5:48:19 AM
Signed: 5/27/2026 5:48:26 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Dustin McDulin
[email protected]
CFO
Galls LLC
Security Level: Email, Account Authentication
(None), Login with SSO
Signature Adoption: Pre-selected Style
Using IP Address: 174.202.34.117
Signed using mobile
Sent: 5/27/2026 5:48:28 AM
Resent: 5/27/2026 10:24:40 AM
Viewed: 5/27/2026 12:18:06 PM
Signed: 5/27/2026 12:18:19 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: 2a02:26f7:c350:8008:0:8000:0:9
Signed using mobile
Sent: 5/27/2026 12:18:21 PM
Viewed: 5/28/2026 8:35:40 AM
Signed: 5/28/2026 8:35:58 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2026 8:36:00 AM
Viewed: 5/28/2026 8:46:11 AM
Signed: 5/28/2026 8:46:17 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/28/2026 8:46:19 AM
Viewed: 5/28/2026 11:35:05 AM
Signed: 5/28/2026 11:35:09 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Mark G. Stainbrook
[email protected]
Chief
Beverly Hills Police Department
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.168
Sent: 5/28/2026 11:35:11 AM
Viewed: 5/28/2026 1:10:53 PM
Signed: 5/28/2026 1:11:06 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
Cyndy DeBerdt
[email protected]
Sr. Pricing Coordinator
Security Level: Email, Account Authentication
(None)
Sent: 5/26/2026 2:04:10 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Cyndy DeBerdt
[email protected]
Sr. Pricing Coordinator
Security Level: Email, Account Authentication
(None)
Sent: 5/27/2026 5:48:28 AM
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
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 1:16:53 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:08 PM
Envelope Updated Security Checked 5/26/2026 2:04:09 PM
Envelope Updated Security Checked 5/26/2026 2:04:09 PM
Envelope Updated Security Checked 5/26/2026 2:04:09 PM
Envelope Updated Security Checked 5/26/2026 2:04:09 PM
Payment Events Status Timestamps
B0785-0001\3238411v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
HOUSEKEYS, INC. FOR AFFORDABLE HOUSING PROGRAM

CONSULTING SERVICES
NAME OF CONSULTANT: Housekeys, Inc.

RESPONSIBLE PRINCIPAL OF CONSULTANT: Candice Testa, Director of Multi-family Housing Division
CONSULTANT’S ADDRESS: 358 Digital Drive
Morgan Hill, CA 95037
Attention: Candice Testa, Director of Multifamily Housing Division CONSULTANT’S E.I.N./TAX I.D. NO.: 84-3000525
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: Michael Forbes, Director of
Community Development
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027, unless extended pursuant to Section 2 of the Agreement
CONSIDERATION: Not to exceed $150,000.00 at the rates set forth in Exhibit B
Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
2 AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
HOUSEKEYS, INC. FOR AFFORDABLE HOUSING PROGRAM

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

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. Scope of Work.

Section 2. Time of Performance.

Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
3 (b) Expenses
CONTRACTOR shall be entitled to reimbursement only for those expenses expressly set forth in Exhibit B. Any expenses incurred by CONTRACTOR which are not expressly authorized by this Agreement will not be reimbursed by CITY. (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 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:

Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
4 (1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) Professional Liability Insurance. A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of Two Million Dollars ($2,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with 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 insurance shall contain an endorsement naming the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
5 deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 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 Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
6 records are maintained. CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

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

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

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

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

Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
7 Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

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

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

HUMA AHMED
City Clerk
CONSULTANT: Housekeys, Inc.

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

LAURENCE WIENER NANCY HUNT-COFFEY
City Attorney City Manager
__________________________

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc

EXHIBIT A

SCOPE OF WORK
CONSULTANT shall perform the following services:

Task Description
Day-to-Day Program Administration Services available during the Agreement term:

1. Applicant and Developer Inquiries

2. Onboarding new Program Applications

3. Applicant Orientation and FAQ Events

4. Annual Compliance Certifications

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

6. Program Material Updates and Ongoing Support

7. Program Policy Updates and Staff Report Assistance
CONSULTANT services will be provided by a well-qualified team under the direction of Candice Testa, who will serve as Project Manager and be responsible for the dayto-day delivery of services. As Project Manager, Ms. Testa will be CITY’s primary point of contact for all project activities.

Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB B0785-0001\3238411v3.doc
9 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 One Hundred Fifty Thousand Dollars ($150,000.00) including all labor materials, taxes and reimbursable expenses at the rates described below.
# TASK COST PER MONTH
1 Ongoing Program Administration – Paid Monthly $12,500.00 Total for 12-month period $150,000.00
CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within 30 days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

Docusign Envelope ID: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB Certificate Of Completion
Envelope Id: AAE8CBE5-1753-4AD2-8160-AD0A4637FDAB Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Housekeys Inc. (FY26-27).pdf Source Envelope:

Document Pages: 9 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Evelin Welch
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.181
Record Tracking
Status: Original
4/21/2026 10:51:38 AM
Holder: Evelin Welch
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Julius Nyanda
[email protected]
CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 50.235.168.131
Sent: 4/21/2026 11:14:50 AM
Viewed: 4/21/2026 11:17:02 AM
Signed: 4/21/2026 11:17:09 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 4/21/2026 11:17:11 AM
Resent: 4/27/2026 11:01:50 AM
Viewed: 4/30/2026 10:13:02 AM
Signed: 4/30/2026 10:13:07 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 2a04:4e41:2801:f299::fea6:b299
Signed using mobile
Sent: 4/30/2026 10:13:09 AM
Viewed: 4/30/2026 10:30:30 AM
Signed: 4/30/2026 10:30:55 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Michael Forbes
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 4/30/2026 10:30:58 AM
Viewed: 4/30/2026 10:38:45 AM
Signed: 4/30/2026 10:39:00 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: 4/30/2026 10:39:02 AM
Viewed: 4/30/2026 11:31:18 AM
Signed: 4/30/2026 11:31:25 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
Keith Sterling
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 4/21/2026 11:14:50 AM
Payment Events Status Timestamps
-1-
B0785-0001\3243254v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

INGRAM LIBRARY SERVICES LLC FOR BOOKS AND SUPPLIES
NAME OF CONTRACTOR: Ingram Library Services LLC
RESPONSIBLE PRINCIPAL OF CONTRACTOR: Carolyn Morris, Vice President CONTRACTOR’S ADDRESS: One Ingram Blvd
La Vergne, TN 37086
Attention: Carolyn Morris, Vice President
CONTRACTOR’S E.I.N/TAX I.D. NO.: 62-1746696
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, 2031
CONSIDERATION: Not to exceed $500,000.00 at the rates set forth in Exhibit B
Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -2-
B0785-0001\3243254v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

INGRAM LIBRARY SERVICES LLC FOR BOOKS AND SUPPLIES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Ingram Library Services LLC (hereinafter called “CONTRACTOR”).

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

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

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Scope of Work. CONTRACTOR shall perform the Scope of Work described in Exhibit A in a manner reasonably satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession to which CONTRACTOR belongs. 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.
(b) Expenses. The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.
(c) Additional Services. CITY may from time to time require CONTRACTOR to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

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

Section 5. Independent Contractor. CONTRACTOR is and shall at all times remain, Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -3-
B0785-0001\3243254v3.doc
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 notice being provided to 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) 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 ($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) 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 Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -4-
B0785-0001\3243254v3.doc
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, except for Professional Liability, 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 include the CITY as an additional insured.
(f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement or provision providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY. (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.
(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 third-party claim, liability or financial loss (including, without limitation, reasonable 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 terminationor expiration of the Agreement.

Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -5-
B0785-0001\3243254v3.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. 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 performed to CITY’s reasonable satisfaction 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.

Section 16. Records Retention and Examination. CONTRACTOR shall maintain, during the term of this Agreement and for at least five (5) years thereafter, records sufficient to demonstrate CONTRACTOR’s compliance with its obligations under this Agreement. Upon reasonable advance notice, CITY may request, once per calendar year, that CONTRACTOR engage Ingram Industries Inc.’s (“Ingram”) Internal Audit department to perform specified procedures as determined by CITY. Such procedures will be performed in accordance with attestation standards established by the American Institute of Certified Public Accountants (“Agreed Upon Procedures”) and will be related to CONTRACTOR’s compliance with its obligations under this Agreement for the twelve (12) months prior to the date of the request and provide a written report to CITY. In the event that CITY is not satisfied with such procedures for any reason, CITY may, at its own election and cost, engage Price Waterhouse Coopers, LLP, Ingram’s current independent public accounting firm, (or if such firm is no longer available, an independent public accounting firm reasonably acceptable to both parties) to conduct the Agreed Upon Procedures related to the CONTRACTOR’s obligations under this Agreement in connection with such inspection. If in the written opinion of such auditors there has been an underpayment by CONTRACTOR or an overpayment by CITY of more than five percent (5%) of the total amounts due during the previous twelve (12) month period, CONTRACTOR shall pay the reasonable costs of such audit in addition to promptly paying such amounts. For clarity, any discrepancy between amounts paid to or from either party and amounts shown to be due by such audit shall be promptly payable, whether or not equal to five percent (5%) of total amounts due or during the previous twelve (12) month period. This provision shall survive the termination of theAgreement.

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 Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -6-
B0785-0001\3243254v3.doc
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 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

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

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect. [Signatures on following page.]
Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -7-
B0785-0001\3243254v3.doc
EXECUTED the day of 20 , atBeverly Hills,
California.

CITY OF BEVERLY HILLS
A Municipal Corporation
CRAIG A. CORMAN
Mayor of the City of Beverly Hills
CONTRACTOR:

CAROLYN MORRIS
Vice President
ATTEST:
__________________________ (SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
________________________________ ______________________________ LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
______________________________

STEPHANIE HARRIS
Director of Community Services
______________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
______________________________

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -8-
B0785-0001\3243254v3.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall furnish books and related library materials and supplies. CONTRACTOR shall also provide bundled cataloging and processing services. Services may include the distribution of both physical and digital materials, print-on-demand offerings, and digital learning solutions.

Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -9-
B0785-0001\3243254v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CONTRACTOR shall provide books and other library supplies at the rates listed below.

Discounts (*Trade Hardcover, Quality and Mass Market Paperbacks):

Additional Discounts:

University Press..................................................................10.0% Publisher Binding and Library Bindings ...............................15.0% ** Short Discounted Titles .................................................... 10.0 - 30.0% *** Spoken Word Audio ........................................................0 - 45.0% Games ..................................................................................0.0 - 5.0% DVD/Blu-ray...........................................................................0.0 - 15.0% Net Titles..............................................................................0.0% * Trade Hardcover, Quality Paperbacks and Mass Market Paperback titles ordered with a cover price of $14.99 or less will receive a 25% discount.
**Short Discount/Non-Trade: Lower demand, small print-run books in various bindings, and includes graphic novels, legal, technical, reference, scientific, and medical titles as defined by CONTRACTOR subject categories. Titles are generally published by small or university presses.

Also included are print and audiobook titles purchased at lower than full trade discount; titles with limited sales volume; and/or titles from publishers not in compliance with Ingram’s purchasing requirements. CONTRACTOR shall make this broad base of titles available to CITY with no service charges.
*** Eighty to eighty-five percent of all Spoken Word Audio is at the 45% discount; however, some Spoken Word Audio is short discounted by the publisher.

Cataloging and Processing:

CONTRACTOR shall provide bundled cataloging and processing services. With tiered service levels. Rather than charging for each item applied to a unit, all units on a designated account will be charged the same cataloging and processing fee.

Pre-Processing bundles:

Mylar and Laminate Bundle at $1.50/unit
This bundle includes:
• Mylar for RPQ titles
• 5 Mil Laminate
Component billing per usage:

Mylar at $1.20/Unit
Docusign Envelope ID: 78385881-F470-8ED7-8358-5BC8EEED3D15 -10-
B0785-0001\3243254v3.doc
Freight Terms:

Shipments of fifteen (15) or more units from the CITY’s primary distribution center or from the CITY’s secondary distribution center qualify for CONTRACTOR-paid freight. Shipments of less than fifteen (15) units will be charged a flat Six Dollar ($6.00) shipping fee. This flat fee amount or qualifying unit quantity is subject to change with at least thirty (30) day notice to the CITY in writing. Shipping will be via best method, which may include order or account consolidation, shipping schedules or other account setting adjustments to maintain freight costs below two percent (2%) of invoice. Items picked, packed, and shipped together count as an individual shipment.

Due to the impact of rising oil prices, CONTRACTOR has instituted a Three Dollar ($3.00) fuel surcharge per shipment. This charge is subject to change with at least thirty (30) day notice to the CITY in writing. These charges will appear as a Shipping and Handling charge on yourinvoice.

Pricing will be reviewed annually by CONTRACTOR. Any proposed changes will be submitted in writing to CITY at least 30–60 days prior to the annual contract renewal.

CONTRACTOR shall not invoice for items until they have been shipped. 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: 78385881-F470-8ED7-8358-5BC8EEED3D15 Certificate Of Completion
Envelope Id: 78385881-F470-8ED7-8358-5BC8EEED3D15 Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Ingram Library Services LLC (2026-2031) Source Envelope:

Document Pages: 10 Signatures: 5 Envelope Originator:

Certificate Pages: 3 Initials: 0 Michelle Guillermo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.167
Record Tracking
Status: Original
5/27/2026 12:40:39 PM
Holder: Michelle Guillermo
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Carolyn Morris
[email protected]
VP Ingram Library Services
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 165.225.10.233
Sent: 5/27/2026 12:48:13 PM
Resent: 5/27/2026 1:42:18 PM
Resent: 5/27/2026 4:18:57 PM
Resent: 5/28/2026 8:14:24 AM
Resent: 5/28/2026 8:15:00 AM
Viewed: 5/28/2026 8:15:57 AM
Signed: 5/28/2026 8:16:08 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: 5/28/2026 8:16:09 AM
Viewed: 5/28/2026 8:28:16 AM
Signed: 5/28/2026 8:28:38 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/28/2026 8:28:40 AM
Resent: 5/28/2026 9:27:16 AM
Viewed: 5/28/2026 11:40:04 AM
Signed: 5/28/2026 11:40:08 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 5/28/2026 8:28:40 AM
Viewed: 5/28/2026 8:47:32 AM
Signed: 5/28/2026 8:47:40 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Stephanie Harris
[email protected]
Director of Community Services
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.167
Sent: 5/28/2026 8:28:40 AM
Viewed: 5/28/2026 9:19:22 AM
Signed: 5/28/2026 9:22:36 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
Joana Torres
[email protected]
Contract Administrative Assistant
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/27/2026 12:48:14 PM
Viewed: 5/28/2026 8:21:59 AM
Electronic Record and Signature Disclosure:

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

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND ISSQUARED, INC. FOR NETWORK ENGINEERING

SERVICES
NAME OF CONSULTANT: ISSQUARED, Inc.

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

City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
CONSULTANT’S E.I.N./TAX I.D. NO.: 27-2696689
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027
CONSIDERATION: Not to exceed $152,000.00,
as detailed in Exhibit B
Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -2-
B0785-0001\3210619v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND ISSQUARED, INC. FOR NETWORK ENGINEERING

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

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

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

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

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

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

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT's employees, except as herein set Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -3-
B0785-0001\3210619v1.doc
forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

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

Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -4-
B0785-0001\3210619v1.doc
(4) A policy or policies of Professional/Technology Liability Insurance (errors and omissions) and Cyber Liability Insurance each with minimum limits of Two Million Dollars ($2,000,000) per occurrence. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its sub-consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the 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 CITY as an additional insured.
(f) CONSULTANT shall provide CITY with thirty (30) days prior written notice If the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -5-
B0785-0001\3210619v1.doc
Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five (5) days written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement. CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

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

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -6-
B0785-0001\3210619v1.doc
and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

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

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

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

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

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

EXECUTED the day of 20 , at Beverly Hills, California.
[Signatures on following page.]
Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -7-
B0785-0001\3210619v1.doc

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: ISSQUARED, INC.

JAGAN JATAVALLABHULA
Senior Vice President

SUCHINTH KUMAR

CRO/CFO
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -8-
B0785-0001\3210619v1.doc

EXHIBIT A

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

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

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

Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -9-
B0785-0001\3210619v1.doc
(c) CONSULTANT shall assist in producing design and configuration documentation along with CITY staff to adequately reflect an accurate representation of overall system design and function in accordance with established CITY standards and practices. (d) CONSULTANT shall assist in developing various internal data networking projects and initiatives such as
a. Core internal network router design and deployment
b. IPv6 deployments
c. Multicast routing
d. OSPF to ISIS dynamic routing migration
e. Network management platform deployments
f. PKI infrastructure enhancements
g. Hypervisor and clustering designs
h. Linux and/or Microsoft Server based Directory Services such as Active Directory (AD) and LDAP along with SQL
i. Internal and/or external firewall and IPS deployment and migration j. The evaluation and testing of various network administration and management platforms and appliances.

Task 3 – F5 Server Load Balancer Platform Performance and Configuration Maintenance (a) CONSULTANT shall coordinate and consult with CITY’s Network Administrator and Systems Architect on the performance and configurational maintenance of the established F5 Server Load Balancer environment.
(b) CONSULTANT shall provide recommendations and technical support in the server load balancer platforms hardware, software and firmware base. (c) CONSULTANT shall provide recommendations and technical support in the server load balancer feature set and overall system performance.

Task 4 – Secure Remote Access Platform Configuration Development, Testing and Support
(a) CONSULTANT shall coordinate and consult with CITY’s Network Administrator on various remote access solutions in support of CITY’s private internal network. (b) CONSULTANT shall assist and advise on the effective deployment, use and monitoring of dual-factor authentication methods and encrypted encapsulation techniques such as GRE, SSL and IPsec tunnels.
(c) CONSULTANT shall provide support and configuration maintenance for Juniper model ISG and SRX firewall, Palo Alto firewall and Pulse Secure SSL VPN appliances.

Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 -10-
B0785-0001\3210619v1.doc

EXHIBIT B

SCHEDULE AND RATES OF PAYMENT
CITY shall pay CONSULTANT compensation at a blended rate of Two Hundred and Fifty Dollars ($250.00) per hour for the Services required by the Agreement. The total sum paid to CONSULTANT under this Agreement shall not exceed the amount of One Hundred Fifty Two Thousand Dollars ($152,000.00), as set forth in the purchase order issued by CITY for the Services to be provided pursuant to this Agreement.

Said Compensation shall constitute reimbursement of CONSULTANT’s fee for the Services as well as the actual cost of any equipment, materials, and supplies necessary to provide the Services (including labor, materials, tax, assembly and installation as applicable.) There shall be no reimbursement for travel related expenses.

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

Docusign Envelope ID: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 Certificate Of Completion
Envelope Id: 0A70103E-D24A-8AE4-8168-DEFC80C033B8 Status: Sent Subject: Complete with Docusign: Agreement - ISSQUARED Inc. (2026-2027).pdf Source Envelope:

Document Pages: 10 Signatures: 6 Envelope Originator:

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 174.57.68.253
Signed using mobile
Sent: 5/27/2026 3:31:15 PM
Viewed: 5/27/2026 3:33:04 PM
Signed: 5/27/2026 10:20:41 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Jagan Jatavalabhula
[email protected]
Sr. Vice President
ISSQUARED, Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2605:59c8:34ee:6b10:615b:4262:b749:e0bf
Sent: 5/27/2026 10:20:42 PM
Viewed: 5/28/2026 6:49:02 AM
Signed: 5/28/2026 6:49:39 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: 98.97.140.133
Signed using mobile
Sent: 5/28/2026 6:49:42 AM
Viewed: 5/28/2026 7:49:47 AM
Signed: 5/28/2026 7:50:06 AM
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: 5/28/2026 7:50:08 AM
Viewed: 5/28/2026 7:57:11 AM
Signed: 5/28/2026 7:57:21 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: 5/28/2026 7:57:23 AM
Viewed: 5/28/2026 7:58:41 AM
Signed: 5/28/2026 7:58:51 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/28/2026 7:58:53 AM
Viewed: 5/28/2026 11:48:39 AM
Signed: 5/28/2026 11:48:45 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 5/27/2026 3:31:15 PM
Payment Events Status Timestamps
1 B0785-0001\3240558v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

JEWISH FAMILY SERVICES OF LOS ANGELES FOR

HOMECARE SUPPORT SERVICES FOR SENIORS
NAME OF CONTRACTOR: Jewish Family Services of Los Angeles RESPONSIBLE PRINCIPAL OF CONTRACTOR: Sylvia LaMalfa, Senior Vice President of Programs
CONTRACTOR’S ADDRESS: 330 N. Fairfax Ave.

Los Angeles, CA 90036
Attention: Sylvia LaMalfa, Senior Vice
President of Programs
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 $522,713.00 in accordance
with the Budget set forth in Exhibit B
Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 2 B0785-0001\3240558v1.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

JEWISH FAMILY SERVICES OF LOS ANGELES FOR

HOMECARE SUPPORT SERVICES FOR SENIORS
THIS AGREEMENT is made by and between the CITY of Beverly Hills (hereinafter called “CITY”), and Jewish Family Services of Los Angeles (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 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.
(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: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 3 B0785-0001\3240558v1.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 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.

Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 4 B0785-0001\3240558v1.doc
(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, 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.

Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 5 B0785-0001\3240558v1.doc
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.

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: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 6 B0785-0001\3240558v1.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 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR. Section 24. Severability.

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

Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 7 B0785-0001\3240558v1.doc
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:

ELI VEITZER
Chief Executive Officer

ADRIAN BREITFELD
Chief Financial Officer
APPROVED AS TO FORM:

LAURENCE S. WIENER
City Attorney
APPROVED AS TO CONTENT:

NANCY HUNT-COFFEY
City Manager
[Signatures Continue]
Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 8 B0785-0001\3240558v1.doc
GREGORY W. BARTON
Fire Chief
SHARON L’HEUREUX DRESSEL
Risk Manager

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 9 B0785-0001\3240558v1.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall provide care management for older adults residing in CITY to maintain their independent living in the community by continuing the existing Beverly Hills Care Management Program. Services provided include the following care management: comprehensive assessments, development of individualized care plans, information and referrals, service coordination, home visits and monitoring emergency response services, supportive counseling, community education, telephone reassurance, homecare support services, and activity programs at the Jona Goldrich Multipurpose Center.

CONTRACTOR 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, CONTRACTOR shall be solely responsible for determining the outline and content of services provided under this Agreement. CONTRACTOR shall be solely responsible for determining the service methods and means to be used for all services under this Agreement and in determining the manner by which services will be provided.

PURPOSE AND BENEFICIARIES
The purpose of the project is to provide a comprehensive approach to the physical and mental health care of frail CITY adults age 55 years of age and older (“seniors” or “clients”), assisting them to remain in their homes and thereby avoiding premature institutionalization. The program will mainly benefit low- and moderate-income seniors.

CONTENT AND OPERATION
CONTRACTOR will provide, under the oversight of CITY, all labor, administrative support, community outreach, determination of eligibility, facilities, and documentation necessary for development and implementation of a senior case management program for CITY seniors in all Census Tracts in CITY, including Census Tracts 7006, 7007, 7008, 7009.01, 7009.02 and 7010.

The program will consist of assessing clients' needs, preparing care plans, coordinating service delivery and follow-up to ensure adequate care delivery, and monitoring of changing client needs.

The following activities will be included in the Scope of Services provided by CONTRACTOR under the Agreement to CITY.

A. Community Outreach
A written plan for community outreach and program publicity shall be developed by CONTRACTOR.

Any/all public information materials shall be submitted for review to CITY's Human Services Administrator, or his designee, with written approval of the content and method of distribution required prior to release.

Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 10 B0785-0001\3240558v1.doc
Print Media Releases: print media releases such as flyers, brochures, press releases, etc., will be prepared, printed, and distributed online and through the mail to the news and community affairs media and to public and private community service centers in the area.

Cable Television: public information releases for Community Cable TV, or other nonprint media, may be developed at the request of CITY.

Presentations: A program of presentations designed to engender awareness of the program in groups whose members may be potential beneficiaries, such as the Beverly Hills Active Adult Club, or who may be able to further communicate the availability of the program, such as the City Council, tenant groups, apartment and homeowners' associations, geriatric, and patient discharge units of area hospitals, etc., shall be developed and implemented.

B. Provision of Services, Determination of Eligibility, Development of a Care Plan and Follow-Up
Telephone services shall be provided at CONTRACTOR’s Jona Goldrich Multipurpose Center office five days a week, Monday through Thursday from 8:30 a.m. to 5:00 p.m. at the identified address and telephone number and Friday from 8:30 a.m. to 3:30 p.m. Potential applicants who make inquiries about the program shall be counseled in the applicant’s home, over the telephone, or in person at CONTRACTOR’s Jona Goldrich Multipurpose Center office. Potential applicants will be counseled about the nature of the program and advised of eligibility requirements and all pertinent applications and other procedures. Informational materials shall be mailed upon request.

Eligible applicants shall be limited to people who are CITY residents at the time they apply to the program and who are 55 years of age or older. Proof of a client's age and residency must be in the client's file. Proof may consist of a copy of identification indicating age plus a copy of a utility bill showing the client's name and address, or an affidavit signed by the social worker that the client meets the eligibility criteria. Income levels shall be determined by information provided by the applicant on the intake/application form. The intake form shall be submitted by CONTRACTOR for review by CITY’s Human Services Division Staff per their request.

The caseworkers (geriatric social workers) shall provide case management services on behalf of CITY, handling cases involving CITY residents. The two primary caseworkers must have a Master’s Degree in Social Work (MSW) or be a Marriage and Family Therapist (MFT) and preferably licensed in their field or working toward that license. Additionally, a Bachelors (BA) level Farsi-speaking social worker, who is supervised by a Licensed Clinical Social Worker (LCSW) will be available to serve the Persian Community to ensure that all CITY residents receive services which demonstrates language capability and cultural sensitivity. The caseworker shall complete an intake form for each interested, eligible CITY senior. A psychosocial assessment of the client shall be made at the caseworker's discretion.

The caseworker shall develop a care plan outlining the client's circumstances and the services to be provided by CITY, or by other service providers to which the client will be referred. The care plan shall be developed and implemented with the fullest participation of the client's family members as is appropriate and possible. The caseworker will visit the client's home as frequently as warranted, and it is expected that at least one visit to the client's home will occur during the needs assessment process, unless the Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 11 B0785-0001\3240558v1.doc
circumstances prevent in-home visits. Specific services that shall be provided by CONTRACTOR as part of the care plan shall include but not be limited to:
 Arranging and coordinating personal care assistance in the home;  Arranging and coordinating housekeeping assistance in the home;  Assistance with mail and other correspondence;
 Arranging home delivered meals;
 Communication with family members;
 Referrals to, and consultation with, professionals as appropriate, including, but not limited to medical, dental, legal, etc.;
 Linkage with transportation services as appropriate;
 Linkage with social activities;
 Arranging for telephone reassurance, or friendly visitors;  Arranging aid in household moving in the event of eviction, possibly including referral to the County Adult Protective Services;  Referrals for more extensive counseling services;
 Housing assistance services.

C. High Risk Intervention Team
For CITY residents who are at risk of eviction from their current residence or who pose a safety risk to themselves or the community because of mental illness or cognitive impairment, CONTRACTOR will provide intensive person-centered supportive services that address the complex issues faced by these vulnerable older adults. An experienced CONTRACTOR case manager will conduct a thorough biopsychosocial assessment of the older adult, identify risk factors, personal resources, and comprehensive needs. The case manager will convene the team, which may include the client’s physician, health care professionals, family members and representatives from relevant CITY departments (i.e.

Police, Fire, Community Services, Housing, Building and Safety). Together the team will devise a plan to address the client’s safety in the least restrictive environment possible.

This will be a time-limited, high intensity service; after 8 weeks CONTRACTOR shall consult with CITY staff to determine if the situation has stabilized.

D. Homecare Support Services/Emergency Purchase of Services In addition to the above essential services, CONTRACTOR shall provide the following services, which shall include, but are not limited to:
 Providing homecare to assist clients who experience difficulties getting through their day to provide support so that clients can Age in Place and remain independent and safe within the community – reducing the risk of premature institutionalization.
 Expanding the food voucher program to meet the increasing needs of the community.
 Coordinating home repair services to ensure the safety of frail clients who do not qualify for other available resources.
 Arranging for additional taxi vouchers to assist clients with transportation resources to medical and other needed appointments.
 Offering assistance, based on significant need, with Medical and Dental assistance for seniors.
 One time only rent assistance to ensure housing retention and prevent evictions and reduce the risk of homelessness.

Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 12 B0785-0001\3240558v1.doc
 One time only financial assistance with utilities and assist with development of a sustainability plan to reduce the risk of further debt which directly impacts housing retention.
 One time only assistance with moving expenses to assist clients who will be relocating to affordable and sustainable housing such as a lower cost apartment or to an assisted living/or nursing home.
 Professional assistance with excessive cluttering and unsanitary living situations. Identification of clients at risk for losing housing as a result of cluttering and hoarding and make interventions which may include coordination of assistance from an organizing specialist or assistance with deep cleaning and clutter/trash removal. This also prevents possible evictions due to such conditions.
 Holiday assistance with food and needed household or personal items to approximately 40 clients without family or funds.
 Additional assistance for identified Holocaust survivors who have either exhausted their services through the Claims Conference or who may not be eligible for Claims Conference funds but who require assistance with homecare and other services.

E. Emergency Services
CONTRACTOR is not an emergency service provider but shall make every effort to avert crises before they occur through close monitoring of case management clients. Clients shall be provided with a list of emergency telephone numbers and caseworkers shall refer clients in need of emergency services to the appropriate agencies.

CITY funds shall provide at least thirty (30) Emergency Response System (ERS) units. An ERS unit is a device that is in the senior's home, and through the telephone, is connected to a central emergency location. If the senior needs emergency medical assistance, he or she can simply press a button that is worn by the senior on a bracelet or necklace. The ERS will summon an ambulance to assist the senior.

The caseworker is responsible for follow-up of the care plan to ensure that services, as specified in the plan, are performed for the client. Follow-up may include seeing that appointments are kept, prescriptions filled, housekeeping services adequately discharged, etc.

If the program does not appear to meet the needs of a person being interviewed, that person shall be referred to appropriate service agencies.

F. Bilingual Services
In recognition of the substantial population of Persian seniors and their families who live in CITY and find it particularly difficult to access services due to language difficulties, the Jona Goldrich Farsi/English-speaking BA level caseworker, who is supervised by an LCSW, will provide supportive services that are culturally appropriate and bilingual.

G. Documentation and Reports
Quarterly fiscal reports, including a quarterly statement, and documentation of expenditures for the preceding months, shall be submitted to CITY by the fifteenth working day of each month following the end of the quarter on forms approved by CITY. All expenditures must be fully documented by receipt, time records, invoices, canceled Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 13 B0785-0001\3240558v1.doc
checks, bank statements, and other appropriate records which fully and completely disclose the amount and nature of the expenditure. This includes indicating the number of hours per pay period that each employee works on behalf of CITY and the amount charged to CITY account for each of these employees.

Quarterly program reports shall be submitted to CITY by the ninth working day of each month and shall include a narrative summary and the following information for each new or newly recertified client:

Client Identification Number
Census Tract (screened for CITY residency)
Age
Sex
Ethnicity and` Race
Household Income Category (Low, Very Low, Above Low)
Number of Persons in household
Owner or Renter
Client Status (new or recertified) Referral
Source
Clients shall be classified as "new," or "recertified." "Recertified" will be used to signify those ongoing clients renewed each July to ensure income eligibility. All clients who have not been "terminated" will be considered current clients. Clients who are "terminated" and subsequently seek services shall be considered new clients.

The quarterly program report shall include a monthly client service form indicating the frequency and nature of services provided to clients. The form and categories of services shall be developed with and reviewed for approval by CITY Human Services Administrator, or his designee. The quarterly program report shall also note the number of program inquiries.

A client file will be kept for each applicant and shall include a completed intake/application form, care plan, any client assessment, ongoing client monitoring, and any other information pertinent to that person's care.

H. Monitoring
All program and financial files pertaining to this Agreement shall be available to CITY on an as-needed basis, upon request.

Docusign Envelope ID: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D 14 B0785-0001\3240558v1.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 Five Hundred and Twenty-Two Thousand Seven Hundred Thirteen Dollars ($522,713.00), in accordance with the budget set forth below:

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: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D Certificate Of Completion
Envelope Id: E410BD74-B0A0-4D5D-A6B9-488FB1D4698D Status: Sent Subject: Complete with Docusign: CLEAN Agreement - Jewish Family Services Source Envelope:

Document Pages: 14 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 10:36:16 AM
Holder: Michael Liongson
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Eli Veitzer
[email protected]
President and CEO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 98.148.27.134
Sent: 5/18/2026 10:44:08 AM
Resent: 5/19/2026 4:56:24 AM
Viewed: 5/19/2026 7:01:16 AM
Signed: 5/19/2026 7:01:28 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Adrian Breitfeld
[email protected]
CFO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 12.77.217.114
Sent: 5/19/2026 7:01:29 AM
Viewed: 5/19/2026 7:19:49 AM
Signed: 5/19/2026 7:21:46 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: 5/19/2026 7:21:47 AM
Viewed: 5/19/2026 8:34:30 AM
Signed: 5/19/2026 8:34:53 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Gregory W. Barton
[email protected]
Fire Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address:
2600:8805:3c09:3700:99f6:2b9c:708b:5dbe
Signed using mobile
Sent: 5/19/2026 8:34:55 AM
Viewed: 5/19/2026 11:25:00 AM
Signed: 5/19/2026 11:25:11 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: 5/19/2026 11:25:13 AM
Viewed: 5/19/2026 11:41:54 AM
Signed: 5/19/2026 11:42:00 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 5/19/2026 11:42:01 AM
Viewed: 5/20/2026 9:29:06 AM
Signed: 5/20/2026 9:29:12 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
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
Karen Gutierrez
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/20/2026 9:29:14 AM
Electronic Record and Signature Disclosure:

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

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

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

Not Offered via Docusign
Michael J. Liongson
[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 5/18/2026 10:44:09 AM
Envelope Updated Security Checked 5/18/2026 11:01:56 AM Envelope Updated Security Checked 5/18/2026 11:01:56 AM Payment Events Status Timestamps
1 B0785-0001\3256589v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND LYTX, INC. TO PROVIDE THE CITY OF BEVERLY

HILLS WITH THE DRIVECAM PROGRAM SOLUTION
NAME OF CONTRACTOR: Lytx, Inc.

RESPONSIBLE PRINCIPAL OF Brendan MacKenzie, Chief Financial Officer CONTRACTOR:

CONTRACTOR'S ADDRESS: 9785 Towne Center Drive
San Diego, CA 92121
Attention: Brendan MacKenzie, Chief Financial
Officer
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 the Agreement
CONSIDERATION: Not to exceed $500,000.00
Contingency not to exceed $50,000.00
Total Agreement not to exceed $550,000.00, as
further described in Exhibit B
Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 2 B0785-0001\3256589v3.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND LYTX, INC. TO PROVIDE THE CITY OF BEVERLY

HILLS WITH THE DRIVECAM PROGRAM SOLUTION
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and Lytx, Inc. (hereinafter called "CONTRACTOR").

RECITALS
A. CITY desires to purchase and install DriveCam video event recorders (“VER or VERs”) and other hardware (collectively, “Hardware”) and related software (“Software”) as set forth in Exhibit A, attached hereto and incorporated herein by this reference (“Services”).

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

NOW, THEREFORE, the parties agree as follows:

Section 2. Time of Performance.

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

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

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

Section 4. Method of Payment. CITY shall pay CONTRACTOR said Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 3 B0785-0001\3256589v3.doc
Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

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

Section 6. Assignment. This Agreement shall not be assigned in whole or in part by CONTRACTOR without the prior written approval of the City Manager. Any attempt by CONTRACTOR to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect. The parties agree that, notwithstanding the foregoing, CONTRACTOR may (i) assign or transfer this Agreement as part of a sale of all or substantially all of its assets or stock or a merger with or into another corporation and (ii) assign this Agreement to an affiliate.

Section 7. Responsible Principal(s).
(a) CONTRACTOR's Responsible Principal set forth above (or his or her successor) 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 8. Personnel. CONTRACTOR represents that it has, or shall secure at its own expense, all personnel required to perform CONTRACTOR's Services under this Agreement. All personnel engaged in the work shall be qualified to perform such Services.

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 4 B0785-0001\3256589v3.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) A policy or policies of Cyber Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence. (5) A policy or policies of Technology Liability Insurance with minimum limits of One Million Dollars ($1,000,000) per occurrence. (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 polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a B+;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 the City’s Risk Manager such certificate or certificates. The general and vehicle liability insurance shall contain an endorsement naming CITY as an additional insured. (f) 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.
(g) Upon CITY’s request, CONTRACTOR shall declare any deductibles or self-insured retentions with respect to the insurance policies required by this Agreement.

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 5 B0785-0001\3256589v3.doc
(b) Notwithstanding the above, CITY shall defend, indemnify and hold CONTRACTOR and its officers, directors, agents and employees harmless from all damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) relating to the action or inaction of CITY’s drivers. (c) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, the City Council and each member thereof, every officer, employee and agent of CITY, from any liability or financial loss (including, without limitation, attorney’s fees and costs) arising from or related to any claim that the Software and/or Hardware provided by CONTRACTOR infringes upon any copyright, trade secret, trademark, patent or other proprietary or intellectual property right of any third party. This indemnity provision shall survive termination of this Agreement.
(1) Alternatives. If the Software and/or Hardware (collectively, “Product(s)”) becomes, or in CONTRACTOR’s sole opinion is likely to become, the subject of an infringement claim or action, CONTRACTOR may in its discretion: (a) procure for CITY the right to continue using the Product(s); (b) replace or modify the Product(s) so as to be free from infringement; or (c) accept return of the Product(s) and refund the payments paid by CITY for such Product(s) less a reasonable amount for use and damage. (2) Limitations. Notwithstanding the provisions of Section 12(c) above, CONTRACTOR has no liability to CITY for (a) the combination of the Product(s) with software, hardware or other materials not supplied or approved in writing by CONTRACTOR for use with the Product(s); (b) the activities of CITY, after CONTRACTOR has notified CITY in writing that such activities may result in such infringement; (c) use or operation of the Product(s) other than in strict accordance with the applicable written Software and Hardware related specifications CONTRACTOR provides to CITY (“Documentation”) or CONTRACTOR’s instructions; or (d) the modification of the Product(s), or any part thereof, unless such modification was made or recommended by CONTRACTOR, where such infringement would not have occurred but for such modifications. (3) Entire Liability. THE FOREGOING PROVISIONS OF THIS
SECTION 12(c) STATE CONTRACTOR’S ENTIRE LIABILITY, AND CITY’S EXCLUSIVE

REMEDY, RELATING TO ANY ALLEGED OR ACTUAL INTELLECTUAL PROPERTY INFRINGEMENT BY THE PRODUCTS OR ANY PART THEREOF.
(c) CONTRACTOR’s indemnification obligations pursuant to this Section 12 are conditioned upon CONTRACTOR’s being promptly notified of all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over their defense and settlement (provided that failure to give such notice shall not limit CONTRACTOR’s indemnity obligation hereunder except to the extent that the delay in giving, or failure to give, the notice adversely affects CONTRACTOR’s ability to defend against such claim). CONTRACTOR shall not be responsible for any settlement it does not approve in writing.

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) Either party may immediately terminate this Agreement upon written notice if (i) the other party commits any material breach of this Agreement that is not remedied within thirty (30) days following receipt of written notice thereof from the non-breaching party Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 6 B0785-0001\3256589v3.doc
except for non-payment due to CONTRACTOR’s failure to provide certificates of insurance to CITY as required by the Agreement’s insurance requirements; (ii) a receiver is appointed for the other party or its assets; or (iii) the other party commences, or has commenced against it, proceedings under any bankruptcy, insolvency, or debtor’s relief law, which proceedings are not dismissed within one hundred and twenty (120) days.
(c) 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. All Software licenses granted pursuant to Section 17 and all Services (as hereinafter defined) provided hereunder shall terminate upon termination or expiration of this Agreement. The following Sections shall survive termination or expiration of this Agreement: 3, 12, 18, 19, 20 and 22 – 28.

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 and information generated by the Products provided and all documents and drawings prepared specifically for CITY in connection with the services 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 and Inspections. Subject to CONTRACTOR’s Video Retention Policy described in paragraph 6 of Exhibit A, CONTRACTOR shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of 3 years. CITY shall have access, without charge and upon reasonable notice, during normal business hours to such records, and the right to examine and audit the same and to make copies and transcripts therefrom, and to inspect all Program data, documents, proceedings and activities.

Section 17. Software.
(a) License. Subject to the terms of this Agreement, CONTRACTOR grants CITY a nonexclusive, nontransferable license to access and use the online web-based portal for Services CONTRACTOR makes available to CITY under this Agreement for CITY's internal fleet management purposes only, without the right to sublicense such rights, provided CITY unconditionally agrees to access and use the Software and Services strictly in accordance with any documentation provided to CITY, any terms of use posted on the CONTRACTOR website used to access the Services and this Agreement (“License”). Under the License, CITY may print out, or otherwise make, printed copies (“Copies”) of the reports, numeric results and other information and materials generated from CITY's access and use of the Software and Services for internal fleet management purposes only. Any updates, modifications, enhancements or new versions of the Software or Services provided or made available to CITY by CONTRACTOR, in accordance with this Agreement, shall be considered Software and Services subject to this Agreement. CONTRACTOR shall be entitled at any time and without liability to improve, modify, suspend, test, maintain or repair the systems used by CONTRACTOR to provide the Services in whole or in part and/or any other services rendered under this Agreement even if this requires temporarily suspending the operation of Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 7 B0785-0001\3256589v3.doc
the Services, provided that CONTRACTOR shall use reasonable efforts to minimize all forms of disruption resulting therefrom.
(b) License Term. Licenses are purchased and apply on a per Drive Cam VER basis for the applicable subscription period, including any renewal terms (the “License Term”).
(c) Restrictions on Use. Except as otherwise expressly provided in this Agreement, CITY agrees to: (i) only use the Software and Services in the manner, and for the purposes, expressly specified in this Agreement; (ii) not decompile, disassemble, analyze or otherwise examine the Software and/or Services for the purpose of reverse engineering, or facilitate or permit a third party to do so (except to the extent this restriction is expressly prohibited by applicable law); (iii) not delete or in any manner alter any notice, disclaimers or other legends contained in the Software and Services or appearing on any screens, documents, reports, numeric results or other materials obtained by CITY through use of the Software and Services (“Notices”); (iv) reproduce and display all Notices on Copies CITY makes, in accordance with this Agreement; (v) not attempt to access any systems, programs or data of CONTRACTOR that are not licensed under this Agreement; (vi) not copy, reproduce, republish, upload, post, transmit or distribute the Software or Services, or any portion thereof, or facilitate or permit a third party to do so; and (vii) not use any device or software to interfere or attempt to interfere with the proper operation of the Software and Services. CONTRACTOR may immediately terminate this Agreement in the event that CITY breaches the provisions of this Section.
(d) Retained Rights. Except for the limited licenses granted to CITY herein, this Agreement does not confer or transfer to CITY any right, title or interest in or to the Software, written Software and Hardware related specifications CONTRACTOR provides to CITY (“Documentation”), or any intellectual property rights relating thereto; CONTRACTOR and its licensors retain all right, title and interest in and to the foregoing. CITY for itself, and on behalf of each employee designated by CITY to use the Software (an “End User”), agrees to keep all items to which CONTRACTOR or any of its licensors retains title free and clear of all claims, liens and encumbrances except those of CONTRACTOR or its licensors, and any act of CITY or End User, voluntary or otherwise, purporting to create a claim, lien or encumbrance on any such item is void.

Section 18. Warranties.
(a) Product Warranty. For a period of two (2) years after the date of shipment with respect to the VERs purchased hereunder (the “Warranty Period”), CONTRACTOR warrants to CITY that the VERs, as delivered by CONTRACTOR to CITY, will substantially conform to the Documentation. The Warranty Period shall be extended for the duration of any period for which CITY purchases an extended warranty from CONTRACTOR as specified in an applicable purchase order. The foregoing warranty shall not apply if CITY fails to notify CONTRACTOR in writing of such defects prior to the expiration of the Warranty Period, if the defect is not reproducible, or the defect is caused by: (i) CITY’s negligence or misuse, or events beyond CONTRACTOR’s reasonable control; (ii) to the extent performed by CITY or its representatives, the failure to install, maintain or use the VER in accordance with the Documentation and CONTRACTOR’s instructions; (iii) except as authorized by CONTRACTOR in writing, alterations to the VER made by anyone other than CONTRACTOR or its representatives; (iv) except as authorized by CONTRACTOR in writing, any attempt to service the VER other than by CONTRACTOR or its representatives; or (v) third party software, hardware, or materials not approved or supplied by CONTRACTOR.

CONTRACTOR shall not be responsible for any of CITY’s or a third party’s software, Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 8 B0785-0001\3256589v3.doc
information or data contained in, stored on, or integrated with any VER returned to CONTRACTOR pursuant to the foregoing warranty. CONTRACTOR’s and its suppliers’ sole liability, and CITY’s exclusive remedy, under this section shall be, at CONTRACTOR’s option:
(i) to use commercially reasonable efforts to correct any reproducible defects identified by CITY in writing during the Warranty Period which renders the VER non-conforming, (ii) to replace the defective VER (with either a new or refurbished product), or (iii) to accept return of the defective VER from CITY and provide CITY with a pro rata refund based on the remaining portion of the Warranty Period. Replacement VERs will assume the greater of the balance of the original Warranty Period or ninety (90) days. With respect to any Hardware parts or Software provided hereunder other than the VERs, CITY acknowledges and agrees that its use and possession of such product shall be governed by the terms of such product manufacturer’s warranty, if any, and CITY agrees to look solely to the manufacturer with respect to all applicable claims. The right to enforce all warranties made by any such manufacturer is hereby, to the extent CONTRACTOR has the right, assigned to CITY.

CONTRACTOR has no obligation to provide maintenance and support for out-of-warranty VERs.
(b) Warranty Claims. To make a return under the warranties herein, CITY must first contact CONTRACTOR technical support and assist in a reasonable troubleshooting effort to restore the VER to service. Upon a failure determination by CONTRACTOR technical support, provided CITY requests a Return Material Authorization number (RMA) within the Warranty Period, CONTRACTOR will provide CITY an RMA number and a prepaid return label. For all warranty returns, CITY must use the return label provided by CONTRACTOR to send the VER to CONTRACTOR, packaged appropriately for safe shipment. CONTRACTOR shall pay all freight charges for shipment to CITY of any replacement product covered by these warranty provisions. (c) Service Warranty. CONTRACTOR warrants to CITY that any Services to be performed hereunder shall be performed in a professional and workmanlike manner.

CONTRACTOR’s and its suppliers’ sole liability, and CITY’s exclusive remedy, under this section shall be for CONTRACTOR to use commercially reasonable efforts to re-perform the Services. With respect to installation services provided hereunder, the foregoing warranty shall apply solely for the one (1)-year period after installation. CONTRACTOR shall retain sole control over the manner and means by which it performs its obligations hereunder, and CONTRACTOR shall be entitled to subcontract (in whole or in part) CONTRACTOR’s responsibilities under the Agreement to a third party of CONTRACTOR’s choice, but CONTRACTOR shall remain responsible for CONTRACTOR’s subcontractor’s actions in carrying out CONTRACTOR’s obligations under the Agreement. (d) Disclaimer of Warranty. EXCEPT AS EXPRESSLY SET FORTH IN

THIS SECTION, CONTRACTOR AND ITS LICENSORS, SUPPLIERS, AND

DISTRIBUTORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,

INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. CONTRACTOR

AND ITS LICENSORS, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY THAT

THE SOFTWARE WILL WORK IN COMBINATION WITH ANY HARDWARE OR

SOFTWARE PRODUCTS PROVIDED BY THIRD PARTIES, THAT THE OPERATION OF

THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, THAT ALL DEFECTS

IN THE SOFTWARE CAN BE CORRECTED, OR THAT ANY SPECIFIC RESULT OR OUTCOME WILL BE ACHIEVED BY UTILIZING THE PRODUCTS OR SERVICES.

FURTHER, NEITHER CONTRACTOR, ITS LICENSORS, SUPPLIERS, NOR

DISTRIBUTORS MAKES ANY WARRANTY THAT ACCESS TO THE SERVICES OR ASSOCIATED NETWORK COVERAGE (E.G. WIRELESS NETWORK COVERAGE) WILL Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 9 B0785-0001\3256589v3.doc
BE CONTINUOUS OR UNINTERRUPTED.

Section 19. Limitation of Liability. EXCEPT FOR BODILY INJURY AND CLAIMS BY THIRD PARTIES, EITHER PARTY’S BREACH OF SECTION 20 (CONFIDENTIALITY), AND CITY’S BREACH OF SECTION 17 (SOFTWARE LICENSE), IN NO EVENT WILL EITHER PARTY (WHICH IN CONTRACTOR’S CASE INCLUDES ITS

LICENSORS, SUPPLIERS, AND DISTRIBUTORS) BE LIABLE FOR ANY INDIRECT,

INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES

FOR LOSS OF PROFITS, REVENUE, BUSINESS, SAVINGS, DATA, USE, OR COST OF

SUBSTITUTE PROCUREMENT, INCURRED BY EITHER PARTY OR ANY THIRD-PARTY,

WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE OTHER PARTY HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE. IN NO EVENT WILL CONTRACTOR OR ITS LICENSORS,

SUPPLIERS, OR DISTRIBUTORS BE LIABLE FOR ANY AMOUNTS EXCEEDING TWO MILLION DOLLARS ($2,000,000.00).

Section 20. Confidentiality.
(a) Confidential Information. Pursuant to the terms of this Agreement, each party (a “Disclosing Party”) has provided, or will provide the other party (a “Receiving Party”) with certain information, and/or access to certain information including public safety information (the “Information”), which was or will be obtained by Disclosing Party pursuant to a License Agreement with a third party, or which is the proprietary information of Disclosing Party, or which is not publicly known. Receiving Party, its employees, agents, representatives, contractors and subcontractors shall hold the Information private and confidential to the extent authorized by law, and shall not: (a) use the Information, nor cause the Information to be used for any purpose other than in connection with the Services provided under this Agreement, (b) participate in the wrongful use, illegal use, or unauthorized disclosure of the Information, or (c) sell, release, free trade, assign, or provide access to the Information, directly or indirectly, to third parties. This provision shall survive termination of this Agreement. At any time, upon Disclosing Party’s request, Receiving Party shall return to Disclosing Party or destroy all of Disclosing Party’s Confidential Information in its possession, including, without limitation, all copies and extracts thereof. Notwithstanding the foregoing, CONTRACTOR’s only obligations with respect to destruction of video clips generated by VERs shall be to comply with CONTRACTOR’s Video Retention Policy (as described in Exhibit A). Receiving Party may disclose Confidential Information to any third party to the limited extent necessary to exercise its rights, or perform its obligations, under this Agreement; provided that, all such third parties are bound in writing by obligations of confidentiality and non-use at least as protective of the Disclosing Party’s Confidential Information as this Agreement. In the event that Receiving Party is requested or required (by operation of law, oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process) to disclose any Confidential Information of Disclosing Party, Receiving Party shall provide Disclosing Party with prompt notice of any such request or requirement so that Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not obtained, Receiving Party agrees to furnish only that portion of the Confidential Information for which Disclosing Party has waived compliance or for which Receiving Party is required to furnish by law, rule, regulation or court order.
(b) Limitations. The obligations contained in this Section 20 shall not apply to information that: (i) is required to be disclosed under state or Federal Law; (ii) is or becomes generally known to the public through no act or omission of Receiving Party; (iii) Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 10 B0785-0001\3256589v3.doc
was in Receiving Party’s lawful possession prior to the disclosure and was not obtained by Receiving Party either directly or indirectly from Disclosing Party; (iv) is lawfully disclosed to Receiving Party by a third party without restriction on disclosure; or (v) is independently developed by Receiving Party without use of or reference to Disclosing Party’s Confidential Information.
(c) As between CONTRACTOR and CITY, CITY shall own the
information, data and content captured by the Products in CITY’s possession or otherwise provided by CITY to CONTRACTOR in connection with CONTRACTOR’s provision of the Services (“Data”). CONTRACTOR and its subcontractors shall have the right to use such Data in connection with performance of services hereunder and to improve and expand CONTRACTOR’s products and services. CONTRACTOR shall have the right (which shall survive termination and expiration of this Agreement) to use and disclose the non-video and non-audio meta-data components of the Data for any legal purposes; provided that, CONTRACTOR does not indicate to any third party that such components were provided by, obtained from, or associated with, the CITY or CITY’s drivers. Such usage rights shall continue and survive destruction of any video clips to which such non-video and non-audio meta-data components relate.
(d) Warranty by CITY. CITY represents and warrants that (i) it has the necessary right and authority to disclose all data and information (including Data) disclosed or provided to CONTRACTOR under this Agreement; and (ii) any Data disclosed by CITY, as well as any other content created or stored in CONTRACTOR servers by CITY in the course of using the Services will comply with all applicable laws, and will not infringe the copyright, trade secret, privacy, publicity, or other rights of any third party.

Section 21. 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 22. 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 23. 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 24. 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 matters provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.

Section 25. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 26. CITY Not Obligated to Third Parties. CITY shall not be Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 11 B0785-0001\3256589v3.doc
obligated or liable under this Agreement to any party other than CONTRACTOR.

Section 27. 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 _______2026, 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: LYTX, INC.

SHELLEY E. BENNETT
Secretary

BRENDAN MACKENZIE
Chief Financial Officer
[Signatures continue on following page.]
Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 12 B0785-0001\3256589v3.doc
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

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

ANTHONY RODSTEIN
Purchasing Services Manager

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 13 B0785-0001\3256589v3.doc

EXHIBIT A

SCOPE OF WORK
CONTRACTOR shall provide CITY with the Lytx DriveCam Program Solution (the “Program”) upon written notice to proceed and through scheduling of CITY Fleet Services staff as more particularly described in the Agreement including this Exhibit A.

1. MANAGED SERVICES

1.1 Description of Services. CONTRACTOR shall provide CITY remote access to CONTRACTOR’s data center via in-bound internet connectivity, providing access to CITY’s Data and the hosted Software applications licensed hereunder in order to view driving behaviors captured by CITY’s VERs and the related assessments performed by CONTRACTOR. Extra charges may apply for manually triggered events and real-time cellular downloads. CONTRACTOR shall provide CITY monthly and weekly reports (by driver, site and company) including feedback on CITY driving. CONTRACTOR shall provide remote Program management services whereby CONTRACTOR shall: (i) monitor the operational status of the VERs, event movers and daily flow of driving events from the CITY’s site to CONTRACTOR’s server, and initiate appropriate corrective action; and (ii) monitor CITY’s Managed Services’ key performance indicators. CONTRACTOR retains the right, in its sole discretion, to adjust the VER settings, including, but not limited to, clip length, clip compression and sensitivity of VER accelerometers, as determined by CONTRACTOR to be necessary to provide the Services hereunder.

1.2 Managed Services; Suspension. Subject to CITY’s compliance with the terms and conditions of the Agreement and this Scope of Work, CONTRACTOR shall provide the Managed Services to CITY. If CITY fails to pay any amounts due hereunder, CONTRACTOR may immediately suspend the Managed Services; upon payment by CITY of all such delinquent amounts CONTRACTOR will re-institute the Managed Services.

Notwithstanding the foregoing, CONTRACTOR may not suspend the Managed Services if CITY’s failure to pay is caused solely by CONTRACTOR’s failure to provide CITY with valid and approved insurance certificate(s) as required under the terms of the Agreement or any other failure to comply with the terms of the Agreement.

1.3 Remote Access to Results. Subject to CITY’s compliance with the terms and conditions of the Agreement and this Scope of Work, CITY shall have remote inbound internet access to the Data which are hosted on computer hardware servers controlled by CONTRACTOR. To access such Data remotely, CITY will be assigned user accounts and related user identification numbers (collectively, “User IDs”) and passwords. CITY may allow any employee designated by CITY (each, an “End User”) to remotely access such Data; provided, that, by using the Services, CITY and such End User agree to the terms of use posted on the website used to access the Services (currently, https://online.drivecam.com).

CITY may have only as many End Users as the number of User IDs activated at any one time. No User ID may be shared by more than one End User. CITY acknowledges that CONTRACTOR may track the number of active User IDs and to disallow use by more than the authorized number of User IDs.

1.4 Driver Aid Only CITY acknowledges and agrees that the VER and associated services are a driver aid only. They are not a substitute for a safe, conscientious driver. They cannot compensate for a driver that is distracted, inattentive or impaired by fatigue, drugs or alcohol. Whether the VER is in use or not the driver is responsible to avoid a collision. CITY’s drivers should never wait for the VER to provide a Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 14 B0785-0001\3256589v3.doc
warning before taking measures to avoid an accident. Failure to do so can result in serious personal injury or death or severe property damage, and CONTRACTOR disclaims any and all liability relating to any such actions.

1.5 . CITY assumes all responsibility for choosing and maintaining the client configurations utilized by CITY in connection with the Products and Managed Services, including, without limitation, permission hierarchies and any CITY-managed settings, and CONTRACTOR expressly disclaims any and all liability for any damages resulting therefrom.

1.6 Usage Calculations. Video browse time is measured by time spent browsing video on CITY VER. Video upload time is measured by length of minutes of video uploaded to CONTRACTOR data center from CITY VER. Live stream time is measured by time spent live streaming video from CITY VER. The number of minutes of video browsed, live-streamed, or uploaded will be calculated based on the number of views recorded (e.g., if a minute of video is uploaded from each of 4 camera views, that is considered 4 minutes for purposes of CITY’s minutes usage calculation hereunder). Total minutes are pooled and usage is determined by CONTRACTOR. Any unused minutes are forfeited at the end of each month. If the minutes cap is reached in a given month, CONTRACTOR has the right to suspend video access service for the remainder of the month unless or until CITY purchases additional minutes.

2. TRAINING SERVICES. If training services are purchased by CITY under a purchase order, CONTRACTOR shall use commercially reasonable efforts to provide CITY with reasonable direction and initial training with respect to the features, functionality, use and operation of the Products and the Managed Services. CITY shall use commercially reasonable efforts to ensure that all personnel using any Product(s) and/or the Managed Services receive appropriate training, are familiar with the Products and the Managed Services, and are fully qualified to carry out their duties and responsibilities.

3. SUBSCRIPTION TERM; EARLY TERMINATION. A Managed Services subscription shall commence on the first day of the first month following the date of shipment of the applicable VER to which the subscription applies. Managed Services purchased under a purchase order shall only apply to the VERs ordered thereunder (including any replacement VERs), and CONTRACTOR shall have no obligation to provide Managed Services with respect to VERs that are not procured by CITY from CONTRACTOR. This provision shall survive termination or expiration of the Agreement for any reason.

4. SUPPORT AND MAINTENANCE SERVICES. CONTRACTOR shall use commercially reasonable efforts to provide technical support via email at [email protected] and a toll-free customer support line at (866) 910-0403. For security reasons, CITY shall provide CONTRACTOR in writing the name(s) and contact information of CITY’s technical personnel who will liaison with CONTRACTOR regarding all technology-related matters.

CITY may update such information as necessary upon written notice to CONTRACTOR.

CONTRACTOR shall not be obligated to provide support to any person other than the designated liaison(s). In order to receive support from CONTRACTOR, CITY shall provide CONTRACTOR with all information necessary for CONTRACTOR to trouble shoot technical errors experienced by CITY with respect to CONTRACTOR’s provision of Products hereunder. CITY agrees to provide CONTRACTOR with reasonable access (including, without limitation, remote access) to all necessary CITY personnel, facilities and equipment (including the Products) for the purpose of providing the support services hereunder.

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 15 B0785-0001\3256589v3.doc

5. SERVICE REQUIREMENTS. Use of a computer and internet connectivity is necessary to use Managed Services, and CITY is solely responsible for obtaining such items and paying all fees related thereto. CITY agrees to access and use the Software and Managed Services in accordance with any and all operating instructions or procedures that may be issued by CONTRACTOR and amended by CONTRACTOR from time to time.

6. VIDEO CLIP RETENTION POLICY. CONTRACTOR’s Video Clip Retention Policy (“Policy”), which shall apply with respect to the Agreement and may be updated by CONTRACTOR at any time upon written notice to CITY, is as follows: Events shall be available online for ninety (90) days and then stored on backup media and will no longer be available online. CONTRACTOR will charge its standard fee on a per-event basis to retrieve any video event file from backup storage. Backups will be stored for the remaining portion of one (1) year (approximately 275 days). At that time, the video associated with the event will be deleted.

7. ORDERS; DELIVERY; IMPLEMENTATION.

7.1 Order; Acceptance; Change. CITY shall initiate all purchases under this Agreement by submitting CITY purchase orders to CONTRACTOR, which are subject to CONTRACTOR’s acceptance. Upon acceptance by CONTRACTOR, all purchase orders are binding and non-cancelable, except that purchase orders may be canceled, rescheduled, or amended with CONTRACTOR’s prior written approval and subject to payment of any additional fees mutually agreed by CONTRACTOR and CITY in writing.

7.2 Delivery. All items shall be delivered to the carrier F.C.A.

CONTRACTOR’s designated shipping place. With respect to DriveCam VERs and other Hardware purchased by CITY hereunder, title to the Hardware (excluding title to the Software (as hereinafter defined)) will pass to CITY upon CONTRACTOR’s delivery to the carrier. All freight, insurance, and other shipping related expenses, including but not limited to taxes and duties, shall be paid by CITY. Within fifteen (15) days after delivery of any Hardware to CITY. CITY or its designee (including any third party purchaser of CITY) hereunder, CITY must provide CONTRACTOR with written notice of any discrepancy between the applicable purchase order and the shipment delivered.

7.3 Installation of Products. If installation services are included in a CITY purchase order, CONTRACTOR shall use commercially reasonable efforts to install the Software and Hardware acquired under this Agreement (collectively, “Products”). CITY shall provide CONTRACTOR a safe, designated installation area protected from environmental hazards. CITY shall provide CONTRACTOR with reasonable cooperation and access to all necessary CITY personnel, facilities and equipment (including the Products) for the purpose of performing its obligations hereunder. Any CONTRACTOR installation services provided hereunder shall be subject to a mutually agreed installation schedule. CITY shall be responsible for ensuring availability of vehicles and VERs and access to installation site on agreed installation date, and shall comply with all reasonable instructions related to the installation. No refunds shall apply.

7.4 Installation Delay. CONTRACTOR’s failure to complete an installation due to vehicle or VER unavailability or lack of access to installation site on agreed installation date.

If the implementation schedule is delayed, extended or rescheduled at CITY’s request (in each case, with less than seven days’ prior written notice to CONTRACTOR), CITY’s failure to provide CONTRACTOR access to vehicles, facilities and/or necessary equipment or any other reason caused by CITY, CITY agrees to reimburse CONTRACTOR for any costs (including Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 16 B0785-0001\3256589v3.doc
labor costs, travel, food, lodging, extra shipping fees and other project specific costs) and cancellation fees incurred by CONTRACTOR as a result of such change. CITY shall be responsible for approving the installation placement and technique on the initial VER for each major vehicle type (First Article Installation), including compliance with applicable laws. Such approval shall constitute authorization for CONTRACTOR to proceed with installation of remaining VERs using the CITY-approved placement and technique.

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 17 B0785-0001\3256589v3.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONTRACTOR for the Products and satisfactory performance of the services described in Exhibit A in an amount not to exceed $550,000 which includes $50,000 in contingency for unanticipated services at the rates set forth in this Exhibit.

CONTRACTOR shall charge CITY the following rates for the product(s) and services and in accordance with Attachment 1 to this Exhibit: CONTRACTOR’s rates shall remain the same for five years from the Commencement Date of the Agreement.

Pricing Summary
Pricing for 163 City vehicles includes purchase of the DriveCam SF300 VER Hardware), training, all start-up fees, and a five year subscription to DriveCam Managed Services and Real Time Fleet Tracking services as set forth in Attachment 1 to this Exhibit.

Annual Reoccurring annual costs (Years 1 thru 5) = $74,328.00 which includes subscription to DriveCam Managed Services, DriveCam Online® Software subscription/licenses and Real Time Fleet Tracking Services and Reporting.

Pricing definitions – what’s included:

SF300 Video Event Recorder (VER) – Cellular (CDMA) – Part number VER-SF300 – This line item pricing includes SF300 Video Event Recorders (Hardware required on each vehicle), wiring harnesses required for installation, mounting Hardware and installation instructions and wiring diagrams. Each SF300 Video Event Recorder comes standard with a two year warranty. Extended Warranties are available for purchase upon request.

Training for Software Usage, Event Review, Driver Coaching - This line item pricing provides CITY’s staff training as required by the Agreement. The price includes a combination of eLearning courses for driver coaches and Program managers along with WebEx training as a team for question and answer sessions and sharing of best practice coaching in the government industry.

Managed Services Subscription initial year and renewal years – This line item pricing includes the subscription to DriveCam Managed Services; includes all cellular fees, downloading/uploading data transfer, reviewing / analyzing, scoring, reporting, Program management, assigned Client Account Manager (CAM), quarterly Program reviews, and 24/7 technical support.

DriveCam Online® Subscription initial year and renewal years – This line item pricing includes licenses to use DriveCam Online®. The subscription includes unlimited access to use the web-based DriveCam Online®; unlimited reporting, access to
dashboards, key metrics, coaching analysis, insights, analytics, coaching tools, etc.

Real Time Fleet Tracking
The cost for this service is $8.99 per vehicle, per month.

Shipping
CONTRACTOR provides standard ground shipping (typically five business days) to customer locations. Air freight is available at an additional charge. CONTRACTOR shall bill at the actual cost of shipping. All freight, insurance, and other shipping related expenses, including but not limited to taxes and duties, shall be paid by CITY.

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 18 B0785-0001\3256589v3.doc
Warranty
The VER carries a two-year limited warranty at $46.90 per VER. Beyond year two the extended warranty is $46.90 per VER per year.

Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 19 B0785-0001\3256589v3.doc
ATTACHMENT 1 TO EXHIBIT B
Docusign Envelope ID: 149D9743-F103-860E-8094-9E1BB4734CF3 Certificate Of Completion
Envelope Id: 149D9743-F103-860E-8094-9E1BB4734CF3 Status: Sent Subject: Complete with Docusign: Agreement - LYTX, Inc. - Drivecam Source Envelope:

Document Pages: 19 Signatures: 7 Envelope Originator:

SVP/CFO
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 76.152.101.98
Sent: 6/2/2026 10:19:00 AM
Resent: 6/2/2026 5:30:12 PM
Viewed: 6/2/2026 5:35:36 PM
Signed: 6/2/2026 5:35:47 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Shelley E. Bennett
[email protected]
SVP, General Counsel
Lytx, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 4.53.120.226
Sent: 6/2/2026 10:19:01 AM
Viewed: 6/2/2026 10:32:13 AM
Signed: 6/2/2026 3:21:46 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Deborah R. Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 208.87.235.180
Sent: 6/2/2026 5:35:49 PM
Viewed: 6/3/2026 9:00:54 AM
Signed: 6/3/2026 9:01:12 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Anthony Rodstein
[email protected]
Purchasing Services Manager
City of Beverly Hills (Finance Department)
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.181
Sent: 6/3/2026 9:01:14 AM
Viewed: 6/3/2026 10:10:07 AM
Signed: 6/3/2026 10:11:07 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 6/3/2026 10:11:08 AM
Viewed: 6/3/2026 10:33:31 AM
Signed: 6/3/2026 10:33:38 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: 6/3/2026 10:33:39 AM
Viewed: 6/3/2026 10:35:58 AM
Signed: 6/3/2026 10:36:26 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: 6/3/2026 10:36:28 AM
Viewed: 6/3/2026 11:43:35 AM
Signed: 6/3/2026 11:45:26 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
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 6/2/2026 10:19:01 AM
Payment Events Status Timestamps
B0785-0001\3250694v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND
SERVICES RELATED TO THE CITY’S DOCUMENT AND

RECORDS MANAGEMENT SYSTEM
NAME OF CONSULTANT: MetaSource, LLC

RESPONSIBLE PRINCIPAL
OF CONSULTANT: Steve Cooley, Strategic Account Manager
CONSULTANT'S ADDRESS: 12162 South Business Park Drive,
Suite 113
Draper, UT 84020
CONSULTANT’S E.I.N/TAX I.D. NO.: 26-0771758
CITY'S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: David Schirmer, Chief Information
Officer
COMMENCEMENT DATE: July 1, 2026
TERMINATION DATE: June 30, 2027, unless sooner terminated pursuant to Section 13 of the Agreement
CONSIDERATION: Not to exceed $200,000 based on the rates set forth in Exhibit B
Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -2-
B0785-0001\3250694v2.doc

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND

METASOURCE, LLC FOR OPENTEXT KOFAX SUPPORT AND
SERVICES RELATED TO THE CITY’S DOCUMENT AND

RECORDS MANAGEMENT SYSTEM
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "City"), and MetaSource, LLC (hereinafter called "Consultant").

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

B. Consultant represents that it is qualified and able to perform the Services in accordance with the terms set forth herein.

AGREEMENT
NOW, THEREFORE, the parties agree as follows:

Section 1. Consultant's Services. Consultant shall provide Kofax maintenance and support, document conversion services, and related professional services, as more particularly described in Exhibit A, Scope of Work, in a manner satisfactory to City and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions.

Section 2. Time of Performance. This Agreement shall commence upon a notice to proceed, and shall terminate on the Termination Date set forth above, unless sooner terminated pursuant to Section 13 of this Agreement.

Section 3. Compensation. City agrees to compensate Consultant, and Consultant agrees to accept in full satisfaction for the services required by this Agreement the Consideration set forth above and more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said Consideration shall constitute reimbursement of Consultant's fee for the services as well as the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable).

Section 4. Method of Payment. Consultant shall submit to City a detailed invoice (as is further described in Exhibit B), on a monthly basis or less frequently, for the services performed pursuant to this Agreement. Within 30 days of receipt of each invoice, City shall pay all undisputed amounts included on the invoice.

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

Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -3-
B0785-0001\3250694v2.doc
Section 6. Assignment and Subcontracting. Consultant shall not assign or attempt to assign any portion of this Agreement, or subcontract any required performance hereunder, without the prior written approval of the City Manager. Consultant, however, shall at all times be responsible for the services performed by any subcontractors.

Section 7. Party Representatives.
(a) Consultant: Responsible Principal. The Responsible Principal set forth above shall be principally responsible for Consultant's obligations under this Agreement and shall serve as principal liaison between City and Consultant. Designation of another Responsible Principal by Consultant shall not be made without the prior written consent of City. (b) Consultant’s Onsite Representatives. Consultant shall have at least one competent representative on the project site at all times while work is in progress. At the City’s direction and at the sole discretion of the City, Consultant shall immediately replace any individual who fails to perform the duties required by the work with a qualified, competent replacement that is acceptable to City’s authorized representative. (c) City Representative. The City Manager or their designee shall represent City in the implementation of this Agreement.

Section 8. Personnel. Consultant represents that it has, or shall secure at its own expense, all personnel required to perform Consultant's services under this Agreement.

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

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

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

Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -4-
B0785-0001\3250694v2.doc
4) A policy or policies of Professional Liability Insurances (errors and omissions) with minimum limits of One Million Dollars ($1,000,000.00) per claim and in the aggregate for the Services to be performed pursuant to this Agreement. (b) Consultant shall require each of its sub-Consultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or polices required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best's Insurance Guide.
(d) Consultant agrees that if it does not keep the aforesaid insurance in full force and effect City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may take out the necessary insurance and pay, at Consultant's expense, the premium thereon.
(e) At all times during the term of this Agreement, Consultant shall maintain on file with City’s Risk Manager a certificate or certificates of insurance on the 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.

Section 12. Indemnification.
(a) Consultant agrees to indemnify, hold harmless and defend City , the City Council and each member thereof, and every officer, employee and agent of the City from any claim, liability or financial loss (including without limitation, attorney’s fees and costs) arising out of the acts or omissions of Consultant, its employees, agents, representatives, and/or subcontractors, whether intentional, reckless, negligent, or otherwise wrongful, in the performance of this Agreement.
(b) Consultant agrees to indemnify, hold harmless and defend the City, the City Council and each member thereof, every officer, employee and agent of the City from and Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -5-
B0785-0001\3250694v2.doc
against any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any claim that the technology and services provided by Consultant under this Agreement infringes upon any copyright, trade secret, trademarks, patent or other proprietary or intellectual property right of any third party.
(c) All duties of Consultant under this section shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) City may cancel this Agreement, with or without cause, at any time upon five (5) calendar days written notice to Consultant. Consultant agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by City, due to no fault or failure of performance by Consultant, Consultant shall be paid full compensation for all services performed by Consultant, in an amount to be determined as follows: For work done in accordance with all of the terms and provisions of this Agreement, Consultant shall be paid an amount equal to the amount of services performed prior to the effective date of termination or cancellation; provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid Consultant for the full performance of the services required by this Agreement.

Section 14. City’s Responsibility. City shall provide Consultant with all pertinent data, documents, and other requested information as is available for the proper performance of Consultant’s services.

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

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

Section 17. Nondiscrimination by Consultant. In the performance of this Agreement, Consultant assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or 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 Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -6-
B0785-0001\3250694v2.doc
activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations).

Consultant shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Non-Disclosure.
(a) Pursuant to the terms of this Agreement, City has provided, or will provide Consultant with certain information, and/or access to certain information (the “Information”), which was or will be obtained by the City pursuant to a License Agreement with a third party, or which is the proprietary information of the City, or which is not publicly known. Consultant, its employees, agents, representatives, contractors and subcontractors shall hold the Information private and confidential, and shall not:
(i) Use the Information, nor cause the Information to be used for any purpose other than in performance of its duties to the City, (ii) Participate in the wrongful use, illegal use, or unauthorized disclosure of the Information, or
(iii) Sell, release, free trade, assign, or provide access to the Information, directly or indirectly, to third parties. This provision survives termination of Consultant’s duties to the City.

Section 19. Notice. Any notice required by this Agreement shall be deemed received on: (a) the day of delivery if delivered by hand or overnight courier service during regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses set forth above or to such other addresses as the parties may designate in writing.

Section 20. Attorney’s Fees. In the event of litigation between the parties arising out of or connected with this Agreement, the prevailing party in such litigation shall be entitled to recover, in addition to any other amounts, reasonable attorney’s fees and costs of such litigation.

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

Section 22. Entire Agreement. This Agreement represents the entire integrated agreement between City and Consultant, and supersedes all prior negotiations, 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: 6A31B80C-9188-426D-B324-C300B8890A47 -7-
B0785-0001\3250694v2.doc
Section 23. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 24. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Section 25. No Third Party Beneficiaries. This Agreement and the obligations hereunder are not intended to benefit any party other than City and Consultant, except as expressly provided otherwise herein. No entity not a signatory to this Agreement shall have any rights or causes of action against any party to this Agreement as a result of that party’s performance or non-performance under this Agreement, except as expressly provided otherwise herein.

EXECUTED this_____ day of _______________, 202__.

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

HUMA AHMED
City Clerk
COMPANY NAME: METASOURCE, LLC
________________________________

RANDY POWELL
Vice President
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER NANCY HUNT-COFFEY
City Attorney City Manager
[Signatures Continue]
Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -8-
B0785-0001\3250694v2.doc

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

ANTHONY RODSTEIN
Purchasing Services Manager
Docusign Envelope ID: 6A31B80C-9188-426D-B324-C300B8890A47 -9-
B0785-0001\3250694v2.doc

EXHIBIT A

SCOPE OF WORK
Consultant shall provide the following services related to the City’s Documents and Records Management System (or “system”) as set forth in this Exhibit and City’s Request for Proposals to the City’s full satisfaction:

TASK 1: Document Conversion Services: Consultant shall provide document conversion services, which shall be provided on an as needed basis, as determined by City representatives.
(a) Consultant’s duties shall include provision of all necessary discovery, sample testing, image adjustment, labor, hardware, equipment, software, validation, quality control, and release to complete full document conversion services into the City’s Document and Records Management system.
(b) Consultant shall provide high quality scanning services at 200 DPI resolution for various document types and sizes, as directed by City staff.

TASK 2: Professional Services: Consultant shall provide Kofax maintenance support, software customizations, engineering, integrations, and application development services to maximize the performance of the records management system. (a) Consultant shall provide the following professional services as requested by City in writing:
i. Provide detailed technical specifications, develop code, and other necessary technical tasks to automate and integrate AX applications with various City software applications.
ii. Provide discovery, solutions deployment, application testing, validation and support. iii. Develop application code and perform the integration necessary for ‘public access’ applications.
iv. Create departmental AX applications.
v. Provide various application services to optimize City department applications and workflows.
(b) The following tasks shall be provided with respect to all professional services requests received from authorized City staff:
i. Project Management: Consultant shall present a comprehensive project plan and project budget, detailing time and resources required to accomplish the requested tasks. Consultant shall employ professional project management software such as Microsoft Project.

Beverly Hills City CouncilJune 9, 2026

Beverly Hills City Council
June 9, 2026