Attachment 1 - Granicus

Attachment 1

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MASTER SERVICES AGREEMENTParking Access and Revenue Control System Replacement and Upgrade

City of Beverly Hills

MASTER SERVICES AGREEMENT

Parking Access and Revenue Control SystemReplacement and Upgrade

CONTRACT I

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Table of Contents

1. DEFINITIONS 4

2. MANAGEMENT&CONTROLOFDATA 9

3. SERVICE LEVEL AGREEMENTS; INTERRUPTIONS IN SERVICE; SUSPENSION AND TERMINATION OFSERVICE; CHANGES TO SERVICE 9

4. COMPLIANCE WITH APPLICABLE LAWS AND CITY POLICIES 10

5. PRODUCT AND SERVICES WARRANTIES, REPRESENTATIONS DISCLAIMER AND COVENANTS 11

6. CONFIDENTIALITY 11

7. SOFTWARE AS A SERVICE, SUPPORT AND SERVICES TO BE PERFORMED 12

8. GRANT OF LICENSE; RESTRICTIONS 13

9. DELIVERYANDACCEPTANCE 14

10. TERM 14

11. COMPENSATION, FEE AND PAYMENT SCHEDULE 14

12. RESPONSIBLE PRINCIPAL(S) 14

13. STATUSOFCONTRACTOR 15

14. PREVAILING WAGE 15

15. TERMINATION 15

16. EXAMINATION OF RECORDS AND AUDITS 16

17. WHEN RIGHTS AND REMEDIES NOT WAIVED 16

18. INSURANCE & BONDS 17

19. DEFENSE AND INDEMNIFICATION; LIMITATION OF LIABILITY 17

20. PERMITS AND LICENSES 19

21. TAXES, CHARGES AND PENALTIES 20

22. ASSIGNMENT; SUBCONTRACTING 20

23. NO THIRD-PARTY BENEFICIARY 20

24. NO AUTHORITY TO BIND CITY TO CONTRACTS 20

25. SEVERABILITY 20

26. CONFLICTOF INTEREST 21

27. NOTICES 21

28. DISPUTES 22

29. GOVERNING LAW; VENUE 22

30. NO DISCRIMINATION IN EMPLOYMENT 22

31. USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS 23

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MAST ER SERVICES AGREEMENTParking Access and Revenue Control System Replacement and Upgrade

32. LEGAL AUTHORITY 23

33. NO CONSTRUCTION AGAINST DRAFTING PARTY 23

34. CONTRACT DOCUMENTS 23

35. ORDER OF PRECEDENCE 24

36. SURVIVAL OF CERTAIN PROVISIONS 24

37. INUREMENT 24

38. FORCE MAJEURE 24

39. PARAGRAPH HEADINGS 25

40. CITYEXECUTIONOFAGREEMENT 25

41. COUNTERPARTS OF THIS AGREEMENT 25

42. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS 25

43. ADVERTISING AND PUBLIC DISCLOSURE 26

44. COMPLIANCE FOR IN-SCOPE SERVICES 26

45. ON-LINEAGREEMENTDISCLAIMER 27

46. PROHIBITED TERMS 27

47. ON-CALL SERVICES 27

48. PCI DSS COMPLIANCE 28

49. PCI RESPONSIBILITY MATRIX 28

50. IMPLEMENTATION SCHEDULE 28

EXHIBITS 30

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MASTER SERVICES AGREEMENTParldng Access and Revenue Control System Replacement and Upgrade

THIS MASTER SERVICES AGREEMENT (“Agreement”) is made between the City of

Beverly Hills, a California municipal corporation (“City”), and SMDATA Inc., a Delaware

corporation, registered to do business in California, whose address is 16600 Sherman Way, Suite

160, Van Nuys, CA 91406 (“Contractor”), individually a “Party” and jointly “the Parties.”

RECITALS

WHEREAS City is desirous of engaging a hosted third-party solution provider to aid City

in providing an automated parking access and revenue control system replacement and upgrade

for City owned public garages and the Contractor has agreed to provide the hosted solution,

services and other deliverables under the terms and conditions as set out below; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter set forth and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, City and Contractor incorporate the recitals set forth above agree as follows:

1. DEFINITIONS.

Whenever used herein, any schedules, exhibits, order forms, or addenda to this Agreement, the

following terms shall have the meanings assigned below unless otherwise defined therein. Other

capitalized terms used in this Agreement are defined in the context in which they are used.

1. “Acceptance” means the Deliverable demonstrates to City’s reasonable satisfaction that

the Deliverable conforms to and operates in all material respects according to the Acceptance

Criteria, and if required, has successfully completed Acceptance Testing in all material

respects, and for Deliverables not requiring Acceptance Testing that the Deliverable

reasonably conforms in all material respects to the Acceptance Criteria or City’s

requirements.

2. “Acceptance Certificate” means a written instrument by which City promptly notifies

Contractor that a Deliverable has been Accepted or Accepted with exceptions, and

Acceptance Criteria have been met or waived, in whole or in part.

3. “Acceptance Criteria” means functionality and performance requirements determined by

City and set forth on the Order Form for the applicable Product or Service, based upon the

Specifications, which must be satisfied prior to City’s Acceptance of a Deliverable, or the

System. City and Contractor shall agree upon written Acceptance Criteria in the Order Form

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for the applicable Product or Service.

4. “Acceptance Date” means the date on which City issues an Acceptance Certificate for the

System or a Deliverable.

5. “Acceptance lest” means the evaluation and testing method, procedures, or both, that are

set forth in the Order Form for the applicable Product or Service and are used to determine

whether the System or a Deliverable requiring Acceptance Testing performs in accordance

with the Acceptance Criteria.

6. “City” means the City of Beverly Hills

7. “City Council” means the City Council of the City of Beverly Hills

8. “City Data” means all information, whether in oral or written (including electronic) form,

created by or in any way originating with City and all information that is the output of any

computer processing, or other electronic manipulation, of any information that was created

by or in any way originating with City, in the course of using and configuring the Services

provided under this Agreement, and includes all records relating to City’s use of Contractor

Services. City Data also includes Confidential Information disclosed to Contractor.

9. “Confidential Information” means all records or data that are disclosed to Contractor in

written, graphic or machine recognizable form and is marked, designated, labeled or identified

at the time ofdisclosure as being confidential or its equivalent, or, if the information is in verbal

form, it is identified as confidential or proprietary at the time of disclosure and is confirmed

in writing within thirty (30) Calendar Days of the disclosure. Confidential Information shall

include, but is not limited to, P11, PHI, PCI, federal or state tax information (“Tax

Information”), Criminal Justice Information (CJI), personnel records, financial, statistical,

personnel, human resources data or Personally Identifiable Information and/or Personal

Information as described in the C.R.S 24-73-101, et seq; attorney/client privileged

communications; information which is exempt per federal laws (including but not limited to

copyright or HIPPA), all of which is not subject to disclosure. Confidential Information does

not include information which: (a) is public or becomes public through no breach of the

confidentiality obligations herein; (b) is disclosed by the party that has received Confidential

Information (the “Receiving Party”) with the prior written approval of the other party; (c) was

known by the Receiving Party at the time of disclosure; (d) was developed independently by

the Receiving Party without use of the Confidential Information; (e) becomes known to the

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Receiving Party from a source other than the disclosing party through lawful means; (f) is

disclosed by the disclosing party to others without confidentiality obligations; or (g) is

required by law to be disclosed.

10. “Data Incident” means any accidental or deliberate event that results in or constitutes an

imminent threat of the unauthorized access, loss, disclosure, modification, disruption, or

destruction of any communications or information resources of City. Data Incidents include,

without limitation (1) successful attempts to gain unauthorized access to a City system or City

information regardless of where such information is located; (ii) unwanted disruption or

denial of service; (iii) the unauthorized use of a City system for the processing or storage of

data; or (iv) changes to City system hardware, firmware, or software characteristics without

City’s knowledge, instruction, or consent. It shall also include any actual or reasonably

suspected unauthorized access to or acquisition of computerized City Data that compromises

the security, confidentiality, or integrity of City Data, or the ability of City to access City

Data.

11. “Day” shall mean calendar day (unless otherwise specified).

12. “Deliverable” means the Products or Services or documents or tangible work products

described in an Order Form to be provided to City by Contractor or the outcome to be

achieved or output to be provided, in the form of a tangible object or software that is produced

as a result of Contractor’s work that is intended to be delivered to City by Contractor under

this Agreement.

13. “Documentation” means, collectively: (a) all materials published or otherwise made

available to City by Contractor that relate to the functional, operational and/or performance

capabilities of the Services; (b) all user, operator, system administration, technical, support

and other manuals and all other materials published or otherwise made available by

Contractor, including marketing materials that describe the functional, operational and/or

performance capabilities of the Services; (c) any Requests for Information and/or Requests

for Proposals (or documents of similar effect) issued by City, and the responses thereto from

Contractor, and any document which purports to update or revise any of the foregoing; and

(d) the results of any Contractor “Use Cases Presentation,” “Proof of Concept” or similar type

presentations or tests provided by Contractor to City or as required to be produced by

Contractor subject to the terms of this Agreement.

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14. “Downtime” means any period of time of any duration that the Services are not made

available by Contractor to City for any reason, including scheduled maintenance or

Enhancements.

15. “Effective Date” means the date on which this Agreement is fully approved and signed by

City as shown on the Signature Page for this Agreement. The Effective Date for Services

may be set out in an Order Form or similar exhibit.

16. “Enhancements” means any improvements, modifications, upgrades, updates, fixes,

revisions and/or expansions to the Services that Contractor may develop or acquire and

incorporate into its standard version of the Services or which Contractor has elected to make

generally available to its customers.

17. “Equipment” means any hardware, machinery, device, tool, computer, computer

component, computer system, including add-ons, or peripherals of tangible form together

with the necessary supplies for upkeep and maintenance, and other apparatus, to be

provided to City by Contractor under this Agreement.

18. “Error” means any defect, problem, condition, bug, or other partial or complete inability

of a Product to operate in accordance with the applicable Specifications.

19. “Inspector” is an authorized representative of the City, assigned by the City to make

inspections of Work performed by or material supplied by the Contractor.

20. “Intellectual Property Rights” includes without limitation all right, title, and interest in and

to all (a) Patent and all filed, pending, or potential applications for Patent, including any

reissue, reexamination, division, continuation, or continuation in part applications throughout

the world now or hereafter filed; (b) trade secret rights and equivalent rights arising under the

common law, state law, and federal law; (c) copyrights, other literary property or authors

rights, whether or not protected by copyright or as a mask work, under common law, state

law, and federal law; and (d) proprietary indicia, trademarks, trade names, symbols, logos,

and/or brand names under common law, state law, and federal law.

21. “Laboratory” is a laboratory authorized by the City to test materials and Work involved in

the Contract.

22. “Manager” refers to the City Manager of the City of Beverly Hills, or a person designated

by the City Manager, to direct and coordinate Contractor in fulfillment of this Agreement.

23. “Order Form” means a quote in the form attached hereto as an exhibit, setting forth certain

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Products and/or Services to be provided pursuant to this Agreement. Any reference to an

“Order Form” in this Agreement includes Products and/or Services purchased by City

pursuant to Contractor’s online ordering process. An Order Form can also be a statement of

work or scope of work if attached to this Agreement.

24. “PCI” means “payment card industry,” and refers to a set of standards regarding security and

protection of any data related to credit card holders’ names, credit card numbers, or other

credit card information as may be protected by state or federal law.

25. “P11” means personally identifiable information including, without limitation, any

information maintained by City about an individual that can be used to distinguish or trace

an individual’s identity, such as name, social security number, date and place of birth,

mother’s maiden name, or biometric records. P11 includes, but is not limited to, all information

defined as personally identifiable information in § 24-72-501 and 24-73-10 1, C.R.S.

26. “Primary Functionality” means the basic functionality of the facility is operational with

minor adjustments/additions needed for final acceptance (i.e. customers can access the facility

using the equipment, makes payments, and other similar functions).

27. “Product(s)” means software, Equipment, and supplies delivered, or to be delivered,

pursuant to an Order Form.

28. “Project Administrator” shall mean the City Parking Services Manager, acting either

directly or through properly authorized agents. Such agents shall act within the scope of the

particular duties entrusted to them.

29. “Protected Information” includes, but is not limited to, personally-identifiable information,

student records, protected health information, criminal justice information or individual

financial information and other data defined under § 24-72-101 et seq., and personal

information that is subject to local, state or federal statute, regulatory oversight or industry

standard restricting the use and disclosure of such information. The loss of such Protected

Information would constitute a direct damage to City.

30. “RFP Response” means any proposal submitted by Contractor to City in response to City’s

Request for Proposal (“RFP”) titled Parking Access and Revenue Control System

Replacement and Upgrade (RFP-20-350-33).

31. “Services” means Contractor’s computing solutions, provided to City pursuant to this

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Agreement, that provide the functionality and/or produce the results described in the

Documentation, including without limitation all Enhancements thereto and all interfaces.

32. “Service Level Agreement(s)” mean the provisions set forth on Exhibit B attached

hereto, which are incorporated into this Agreement by this reference.

33. “Specifications” means the most current cumulative statement of capabilities,

functionality, and performance requirements for the Products or Services as set out in

the Acceptance Criteria, Order forms, Documentation, Contractor’s representations,

Contractor’s proposal, and City’s Request for Proposals.

34. “Subcontractor” means any third party engaged by Contractor to aid in performance of the

work or the Service. Contractor shall provide to City upon request a list of Subcontractors

providing material services to the Service.

35. “System” means the operational combination of all Products and Services to be provided by

Contractor to City under this Agreement.

36. “Third Party” means persons, corporations and entities other than Contractor, City or any

of their employees, contractors or agents.

37. “Third-Party Host” means the entity where the physical location of the server(s) of the

Contractor’s software resides.

2. MANAGEMENT & CONTROL OF DATA.

All rights in and to City Data shall remain the exclusive property of City, and Contractor has a

limited, nonexclusive license to access and use City Data as provided in Exhibit D of this

Agreement, attached hereto and incorporated herein by this reference.

3. SERVICE LEVEL AGREEMENTS; INTERRUPTIONS IN SERVICE;

SUSPENSION AND TERMINATION OF SERVICE; CHANGES TO SERVICE.

The parties agree to the Service Level Agreements set forth in Exhibit B, attached hereto and

incorporated herein by this reference.

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4. COMPLIANCE WITH APPLICABLE LAWS AND CITY POLICIES.

4.1 Contractor will comply with all applicable laws in performing the Services under

this Agreement. Any Contractor personnel visiting City’s facilities will comply with all

applicable City policies regarding access to, use of, and conduct within such facilities. City

will provide copies of such policies to Contractor upon request.

4.2 Website Compliance for ADA:

a. Compliance and Testing. All Contractor managed or operated public-facing digital

experiences (e.g., websites and webpages) must be compliant with Section 502 of the

Rehabilitation Act of 1973 and the WCAG 2.0 Level AA guidelines (collectively,

“Guidelines”). Prior to launching to the public, Contractor shall test all public-facing digital

experiences, both manually and in an automated fashion, as applicable, to confirm and

maintain compliance with the Guidelines, and then subsequently, no more than once per each

term year thereafter. Such manual and automated testing may only be performed by a third-

party vendor approved by the Department of Justice. City has a list of approved third-party

vendors. City does not warrant the work of any third-party vendor. All testing under this

section shall be performed by third-party vendors at the Contractor’s expense.

b. Validation, Review and Remediation. Contractor will notify City when its digital

experience is ready for City review and validation. City will then validate, prior to launch

and periodically thereafter, to confirm that the digital experience is compliant with the

Guidelines. Manual testing of the Contractor’s digital experience will be verified by City

with approved vendors and individuals of varying disabilities which shall include individuals

with vision or hearing impairments, and who have mobility or dexterity limitations. Upon

completion of all testing, a review will be performed by City’s web accessibility coordinator

to confirm completion of all accessibility requirements. In the event that any deficiencies

are discovered in the Contractor’s digital experience, City will promptly notify Contractor,

and Contractor will remediate prior to launch. A digital experience will not launch until all

deficiencies are remediated. All digital experiences must include a statement on the site that

the experience is accessible, will maintain accessibility, and will provide a mechanism for

users to submit feedback about accessibility issues.

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MASTER SERVECES AGREEMENTParking Access and Revenue Control System Replacement and Upgrade

c. In the event that the digital experience fails compliance at any time, Contractor

shall bring the digital experience into compliance within ninety (90) days, which may be

extended by mutual written agreement of the Parties. Failure to bring the digital experience

into compliance for any reason within such time, except as may be mutually extended by the

written agreement of the parties, shall be a breach of this Agreement.

5. PRODUCT AND SERVICES WARRANTIES, REPRESENTATIONS

DISCLAIMER AND COVENANTS.

The parties agree to the warranties, representations, disclaimers, and covenants set forth in

Exhibit C, attached hereto and incorporated herein by this reference.

6. CONFIDENTIALITY.

1. Contractor shall keep confidential, and cause all Subcontractors to keep confidential, all City

Data, unless City Data is publicly available. Contractor shall not, without prior written

approval of City, use, publish, copy, disclose to any Third Party, or permit the use by any Third

Party of any City Data, except as otherwise stated in this Agreement, permitted by law, or

approved in writing by City. Contractor shall provide for the security of all Confidential

Information in accordance with all applicable laws, rules, policies, publications, and guidelines.

2. The Receiving Party agrees to exercise the same degree of care and protection with respect to

the Confidential Information that it exercises with respect to its own similar Confidential

Information and not to directly or indirectly provide, disclose, copy, distribute, republish or

otherwise allow any Third Party to have access to any Confidential Information without prior

written permission from the disclosing party. However, (a) either party may disclose

Confidential Information to its employees and authorized agents who have a need to know; (b)

either party may disclose Confidential Information if so required to perform any obligations

under this Agreement; and (c) either party may disclose Confidential Information if so required

by law (including court order or subpoena). Nothing in this Agreement shalt in any way limit

the ability of City to comply with any laws or legal process concerning disclosures by public

entities. Contractor acknowledges that any responses, materials, correspondence, documents

or other information provided to City are subject to applicable state and federal law, including

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the California Public Records Act, and that the release of Confidential Information in

compliance with those acts or any other law will not constitute a breach or threatened breach

of this Agreement.

3. The Receiving Party will inform its employees and officers of the obligations under this

Agreement, and all requirements and obligations of the Receiving Party under this Agreement

shall survive the expiration or earlier termination of this Agreement. The Receiving Party shall

not disclose City Data or Confidential Infonnation to Subcontractors unless such

Subcontractors are bound by non-disclosure and confidentiality provisions at least as strict as

those contained in this Agreement.

7. SOFTWARE AS A SERVICE, SUPPORT AND SERVICES TO BE PERFORMED.

1. Contractor, under the general direction of, and in coordination with, Manager or other

designated supervisory personnel, agrees to provide the Services listed on Exhibit A, attached

hereto and incorporated herein by this reference and perform the technology related services

described on attached Exhibit A (the “Statement of Work” or “SOW”). The Parties

acknowledge that Contractor and City may work to further define the SOW, in which case that

work product (“follow-Up SOW”) will become a part of this Agreement by incorporation. If

the follow-Up SOW materially alters the attached SOW, the Parties agree to amend this

Agreement in writing.

2. As Manager directs, Contractor shall diligently undertake, perform, and complete all of the

technology related services and produce all the deliverables set forth on Exhibit A to City’s

satisfaction.

3. Contractor is ready, willing, and able to provide the technology related services and the

Services required by this Agreement.

4. Contractor shall faithfully perform the technology related services in accordance with the

standards of care, skill, training, diligence, and judgment provided by highly competent

individuals performing services of a similar nature to those described in the Agreement and in

accordance with the terms of the Agreement.

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5. User ID Credentials. Internal corporate or customer (tenant) user account credentials shall be

restricted as per the following, ensuring appropriate identity, entitlement, and access

management and in accordance with established policies and procedures:

7.5.1. Identity trust verification and service-to-service application (API) and information

processing interoperability (e.g., SSO and federation);

7.5.2. Account credential lifecycle management from instantiation through revocation;

7.5.3. Account credential andlor identity store minimization or re-use when feasible; and

7.5.4. Adherence to industry acceptable and/or regulatory compliant authentication,

authorization, and accounting (AAA) rules (e.g., strong/multi-factor, expire able, non-

shared authentication secrets).

6. Vendor Supported Releases. Contractor shall maintain the currency all third-party software

used in the development and execution or use of the Service including, but not limited to: all

code libraries, frameworks, components, and other products (e.g., Java JRE, code signing

certificates, .NET, jQuery plugins, SQL databases, etc.), whether commercial, free, open-

source, or closed-source; with third-party vendor approved and supported releases.

8. GRANT OF LICENSE; RESTRICTIONS.

1. Contractor retains all right, title and interest in any pre-existing Intellectual Property which

may be used in performing the Services, including any modifications or improvements made

during the performance of the Services. During the term of the Agreement, Contractor may

provide to City access and use of software, application programming interface (API), City

portal, user Ds, tokens, passwords, computer tools as necessary for City to receive the Services

under the Agreement (the “Software Tools”) and associated documentation and material (the

“Documentation” as referenced in this section only).

2. Subject to the terms and conditions of this Agreement, Contractor grants to City a limited, non-

exclusive, non-transferable, non-sublicensable license during the term of the Agreement to

access and use the Software Tools, any Contractor-owned Intellectual Property, and the

Documentation for its purposes as envisioned under this Agreement. City will not directly or

indirectly a) sell, rent, lease, redistribute, assign or otherwise transfer the Software Tools to

any unaffiliated third party except as expressly permitted by the Contractor b) reverse engineer,

decompile, disassemble, disable the Software Tools or otherwise attempt to derive the source

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code, trade secrets or know-how in or underlying any Software Tools or portion thereof, c)

reproduce, modify, translate or create derivative works of all or any part of the Software Tools

or of the Documentation except that City may make reasonable numbers of copies of the

Documentation for its internal use, or d) remove, alter, or obscure any proprietary notice, labels

or marks on the Software Tools or e) use the Software Tools for any illegal, unauthorized or

other improper purposes.

9. DELIVERY AND ACCEPTANCE.

The parties agree to the delivery and acceptance terms set forth in Exhibit C, attached hereto and

incorporated herein by this reference.

10. TERM.

The term of the Agreement is two (2) years, beginning on the effective date of the Agreement (the

“Term”). Contractor shall commence its services under this Agreement upon the Commencement

Date or upon a receipt of a written notice to proceed from City. The Parties agree that the

Agreement may be renewed for three additional one (1) year terms upon the same terms and

conditions with an annual year-over-year increase of no more than three percent (3%) of the annual

cost for the renewal term. At the end of the initial Term the Parties shall adjust the pricing based

upon City’s actual or anticipated usage. In no case shall the term exceed five (5) years.

11. COMPENSATION, FEE AND PAYMENT SCHEDULE.

The parties agree to the compensation, fee and payment schedule set forth in Exhibit C.

12. RESPONSIBLE PRINCIPAL(S).

1. Contractor’s Responsible Principal 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.

2. City’s Responsible Principal shall be the City Manager or designee who shall administer the

terms of the Agreement on behalf of City.

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13. STATUS Of CONTRACTOR.

Contractor is an independent contractor retained to perform professional or technical services for

limited periods of time. Neither Contractor nor any of its employees are employees or officers of

City under Title 2 of the Beverly Hills Municipal Code, or for any purpose whatsoever. Contractor

license number is 942846.

14. PREVAILING WAGE.

City and Contractor acknowledge that this project is a public work to which prevailing wages

apply. Contractor shall comply in all respects with all applicable provisions of the California

Labor Code, including those set forth in Exhibit G, attached hereto and incorporated herein by this

reference.

15. TERMINATION.

1. City has the right to terminate the Agreement, or a product under the Agreement, with cause

upon written notice effective immediately, and without cause upon five (5) calendar days’ prior

written notice to Contractor. Contractor agrees to cease all work under this Agreement on or

before the effective date of such notice. However, nothing gives Contractor the right to perform

services under the Agreement beyond the time when its services become unsatisfactory to

Manager.

2. Notwithstanding the preceding paragraph, City may terminate the Agreement if Contractor or

any of its officers or employees are convicted, plead nob contendere, enter into a formal

agreement in which they admit guilt, enter a plea of guilty or othenvise admit culpability to

criminal offenses of bribery, kickbacks, collusive bidding, bid-rigging, antitrust, fraud, undue

influence, theft, racketeering, extortion or any offense of a similar nature in connection with

Contractor’s business. Termination for the reasons stated in this paragraph is effective upon

receipt of notice.

3. Tn 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

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services required by this Agreement. Upon termination of the Agreement, with or without

cause, Contractor shall have no claim against City by reason of, or arising out of, incidental or

relating to termination, except for compensation for work duly requested and satisfactorily

performed as described in the Agreement and shall refund to City any prepaid cost or expenses.

16. EXAMINATION OF RECORDS AND AUDITS.

Any authorized agent of City, including the City Auditor or his or her representative, has the right

to access, and the right to examine, copy and retain copies, at City’s election in paper or electronic

form, any pertinent books, documents, papers, and records related to Contractor’s performance

pursuant to this Agreement, provision of any goods or services to City, and any other transactions

related to this Agreement. Contractor shall cooperate with City representatives and City

representatives shall be granted access to the foregoing documents and information during

reasonable business hours and until the latter of three (3) years after the final payment under the

Agreement or expiration of the applicable statute of limitations. When conducting an audit of this

Agreement, the City Auditor shall be subject to government auditing standards issued by the

United States Government Accountability Office by the Comptroller General of the United States,

including with respect to disclosure of information acquired during the course of an audit. No

examination of records and audits pursuant to this paragraph shall require Contractor to make

disclosures in violation of state or federal privacy laws.

17. WHEN RIGHTS AND REMEDIES NOT WAIVED.

In no event shall any action by either Party hereunder constitute or be construed to be a waiver by

the other Party of any breach of covenant or default which may then exist on the part of the Party

alleged to be in breach, and the non-breaching Party’s action or inaction when any such breach or

default shall exist shall not impair or prejudice any right or remedy available to that Party with

respect to such breach or default; and no assent, expressed or implied, to any breach of any one or

more covenants, provisions or conditions of the Agreement shall be deemed or taken to be a waiver

of any other breach.

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MASTER SERVICES AGREEMENTParlng Access and Revenue Control System Replacement and Upgrade

1$. INSURANCE & BONDS.

The Contractor shall not begin Work until it has given the City evidence of all required insurance

coverage, including all additional insured endorsements. The Contractor also shall not begin Work

under the Contract until it has furnished to the City two Bonds: one guaranteeing the Contractor’s

faithful performance of the Contract, and other securing the payment of claims for labor and

materials. Each of these Bonds shall be executed in a sum equal to the Contract amount. (See

Exhibit F Insurance Requirements and Exhibit E Certificate of Insurance, attached hereto and

incorporated herein by this reference.)

All Bonds must be submitted using the required forms, which are in the Contract Documents, or

on any other form approved by the City Attorney.

The Faithful Performance Bond shall remain in force until the date of recordation of the Notice of

Completion. The Material and Labor Bond shall remain in force until expiration of the time within

which the California Labor Commissioner may serve a civil wage and penalty assessment against

the principal, any of its subcontractors, or both the principal and its subcontractors pursuant to

Labor Code Section 1741, and until the expiration of the time within which a joint labor

management committee may commence an action against the principal, any of its subcontractors,

or both the principal and its subcontractors pursuant to Labor Code Section 1771.2.

19. DEFENSE AND INDEMNIFICATION; LIMITATION OF LIABILITY.

1. Contractor hereby agrees to defend, indemnify, reimburse and hold harmless City, its

appointed and elected officials, agents and employees for, from and against all liabilities,

claims, judgments, suits or demands for damages to persons or property arising out of, resulting

from, or relating to the work performed under this Agreement (“Claims”), unless such Claims

are due to the sole or concurrent negligence or willful misconduct of City. This indemnity shall

be interpreted in the broadest possible manner to indemnify City for any acts or omissions of

Contractor or its subcontractors either passive or active.

2. Contractor’s duty to defend and indemnify City shall arise at the time written notice of the

Claim is first provided to City regardless of whether Claimant has filed suit on the Claim.

Contractor’s duty to defend and indemnify City shall arise even if City is the only party sued

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by claimant and/or claimant alleges that City’s negligence or willful misconduct was the sole

cause of claimant’s damages provided however City is able to evidence specific acts or

omissions by Contractor giving rise to an indemnity obligation hereunder.

3. Provided a Claim(s) gives rise to an indemnity obligation as delineated hereunder Contractor

will defend any and all Claims which may be brought or threatened against City and will pay

on behalf of City any expenses incurred by reason of such Claims including, but not limited

to, court costs and attorney fees incurred in defending and investigating such Claims or seeking

to enforce this indemnity obligation. Such payments on behalf of City shall be in addition to

any other legal remedies available to City and shall not be considered City’s exclusive remedy.

For any and all of its indemnity obligations hereunder this Agreement, the Contractor reserves

the right to identify and hire counsel of its choice, approval, if any required, not to be

unreasonably withheld by an Indemnified Party or the City. For the avoidance of doubt and

duplication of expenses, should an Indemnified Party engage counsel of its choice to “shadow”

counsel chosen by the Contractor, the Indemnified Party shall pay all costs and fees associated

with its choice of counsel and shall not be entitled to reimbursement, setoff, or payment

whatsoever from the Contractor for employing such counsel.

4. Insurance coverage requirements specified in this Agreement shall in no way lessen or limit

the liability of Contractor under the terms of this indemnification obligation. Contractor shall

obtain, at its own expense, any additional insurance that it deems necessary for City’s

protection.

5. This defense and indemnification obligation shall survive the expiration or termination of this

Agreement until the Services, Deliverables, or Equipment are performed, altered, replaced, or

maintained by a third party.

6. Infringement Section. Contractor shall indemnify, save, and hold harmless the Indemnified

Parties, against any and all costs, expenses, claims, damages, liabilities, and other amounts

(including attorneys’ fees and costs) incurred by the Indemnified Parties in relation to any

claim that any Deliverable, Service, software, or work product provided by Contractor under

this Agreement (collectively, “P Deliverables”), or the use thereof, infringes a patent,

copyright, trademark, trade secret, or any other intellectual property right provided City (a)

promptly notifies Contractor in writing of the Claim, (b) makes no admission of liability and

does not take any position adverse to Contractor, (c) gives Contractor sole authority to control

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the defense and settlement of the Claim, and (d) provides Contractor full disclosure and

reasonable assistance as required to defend the Claim at Contractor’s cost. In the event the IP

Deliverable or any portion of the IP Deliverable may in Contractor’s reasonable opinion to be

infringing, Contractor at its option and own expense may do the following: (i) secure for City

the right to continue the use of the infringing item, (ii) replace the infringing item with a

substantial equivalent non-infringing item, or (iii) modify the item to be non-infringing. If

Contractor is unable to perform the options previously listed (i) through (iii), City will then

return the W Deliverable to Contractor and Contractor will refund City the amount paid for

such item. This Infringement Section is Contractor’s entire liability and City’s sole and

exclusive remedy with respect to City’s inability to use the IP Deliverable or any portion of

the W Deliverable due to any infringement or Claim of infringement. Contractor will have no

indemnification obligations where: (AA) any IP Deliverable created in accordance with City’s

sole design or specifications, (BB) City alters the IP Deliverable, (CC) City combines the IP

Deliverable with materials not supplied or approved by Contractor and such infringement

would not have occurred absent such combination, or (DD) City continues to use the IP

Deliverable after receiving written notice from Contractor to stop using the IP Deliverable.

7. Tn entering into this Contract, Contractor offers and agrees to assign to City all rights, title,

and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15

U.S.C. Sec. 15) or under the Cartwright Act (Business and Professions Code Section 16700

et seq.) arising from purchases of goods, services, or materials pursuant to the Contract. This

assignment shall be made and become effective at the time City tenders final payment to

Contractor without further acknowledgment by the parties.

20. 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.

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MASTER SERVECES AGREEMENTParking Access and Revenue Control System Replacement and Upgrade

21. TAXES, CHARGES AND PENALTIES.

City shall not be liable for the payment of taxes, late charges or penalties of any nature other than

the compensation stated herein, except for any additional amounts which City may be required to

pay under state or local law.

22. ASSIGNMENT; SUBCONTRACTING.

Contractor shall not voluntarily or involuntarily assign any of its rights or obligations, or

subcontract performance obligations, under this Agreement without obtaining City’s prior written

consent. Any assignment or subcontracting without such consent will be ineffective and void and

shall be cause for termination of this Agreement by City. City has sole and absolute discretion

whether to consent to any assignment or subcontracting, or to terminate the Agreement because of

unauthorized assignment or subcontracting. In the event of any subcontracting or unauthorized

assignment: (i) Contractor shall remain responsible to City; and (ii) no contractual relationship

shall be created between City and any sub-consultant, Subcontractor, Third Party, or assign.

23. NO THIRD-PARTY BENEFICIARY.

Enforcement of the terms of the Agreement and all rights of action relating to enforcement are

strictly reserved to the Parties. Nothing contained in the Agreement gives or allows any claim or

right of action to any third person or entity. Any person or entity other than City or Contractor

receiving services or benefits pursuant to the Agreement is an incidental beneficiary only.

24. NO AUTHORITY TO BIND CITY TO CONTRACTS.

Contractor lacks any authority to bind City on any contractual matters. Final approval of all

contractual matters that purport to obligate City must be executed by City in accordance with the

City of Beverly Hills’ Municipal Code.

25. SEVERABILITY.

Except for the provisions of the Agreement requiring appropriation of funds and limiting the

total amount payable by City, if a court of competent jurisdiction finds any provision of the

Agreement or any portion of it to be invalid, illegal, or unenforceable, the validity of the

remaining portions or provisions will not be affected, if the intent of the Parties can be fulfilled.

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26. CONFLICT OF INTEREST.

1. No employee of City shall have any personal or beneficial interest in the services or property

described in the Agreement. Contractor shall not hire, or contract for services with, any

employee or officer of City.

2. Contractor shall not engage in any transaction, activity or conduct that would result in a conflict

of interest under the Agreement. Contractor represents that it has disclosed any and all current

or potential conflicts of interest. A conflict of interest shall include transactions, activities or

conduct that would affect the judgment, actions or work of Contractor by placing Contractor’s

own interests, or the interests of any party with whom Contractor has a contractual

arrangement, in conflict with those of City. City, in its sole discretion, will determine the

existence of a conflict of interest and may terminate the Agreement in the event it determines

a conflict exists, after it has given Contractor written notice describing the conflict.

27. NOTICES.

All notices required by the terms of the Agreement must be hand delivered, sent by overnight

courier service, mailed by certified mail, return receipt requested, or mailed via United States mail,

postage prepaid, including an electronic mail copy to the following addresses:

if to Contractor at:

SKDATA Inc16600 Sherman Way, Suite 160Van Nuys, CA 91406

Chris McKenty, Head of SalesChristopher. Mckenty(skidata.com

cc: Darrell Smithson, N.AM PresidentDarrell .Smithson(ti:skidata.corn

cc: Joe White, Counseli oe.White(Nagra.corn

and if to City at:

City of Beverly Hills455 North Rexford DriveBeverly Hills, CA 90210Attention: City Clerk

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With a copy of any such notice to:

City of Beverly Hills345 Foothill RoadBeverly Hills, CA 90210Attention: Director of Public Works

Notices hand delivered or sent by overnight courier are effective upon delivery. Notices sent by

certified mail are effective upon receipt. Notices sent by mail are effective upon deposit with the

U.S. Postal Service. The Parties may designate substitute addresses where or persons to whom

notices are to be mailed or delivered. However, these substitutions will not become effective until

actual receipt of written notification.

2$. DISPUTES.

All disputes between City and Contractor arising out of or regarding the Agreement will be

resolved by administrative hearing pursuant to the procedure established by D.R.M.C. § 56-

106(b)-(f). For the purposes of that administrative procedure, City official rendering a final

determination shall be Manager as defined in this Agreement.

29. GOVERNING LAW; VENUE.

The Agreement will be construed and enforced in accordance with applicable federal law, the laws

of the State of California, and the Municipal Code, ordinances, regulations and policies of the City

of Beverly Hills, which are expressly incorporated into the Agreement. Unless otherwise specified,

any reference to statutes, laws, regulations, charter or code provisions, ordinances, executive

orders, or related memoranda, includes amendments or supplements to same. Venue for any legal

action relating to the Agreement will be in the State of California. Contractor shall perform or

cause to be performed all services in full compliance with all applicable laws, rules, regulations

and codes of the United States, the State of California. County of Los Angeles, and the City of

Beverly Hills.

30. NO DISCRIMINATION IN EMPLOYMENT.

li connection with the performance of work under this contract, Contractor may not refuse to hire,

discharge, promote or demote, or discriminate in matters of compensation against any person

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othenvise qualified, solely because of race, color, religion, national origin, gender, age, military

status, sexual orientation, gender identity or gender expression, marital status, or physical or mental

disability. Contractor shall insert the foregoing provision in all subcontracts.

31. USE, POSSESSION OR SALE OF ALCOHOL OR DRUGS.

Contractor shall cooperate and comply with City regulations and policies concerning the use,

possession or sale of alcohol or drugs. Violation of these provisions or refusal to cooperate with

implementation of the policy can result in City barring Contractor from City facilities or

participating in City operations.

32. LEGAL AUTHORITY.

Contractor represents and warrants that it possesses the legal authority, pursuant to any proper,

appropriate and official motion, resolution or action passed or taken, to enter into the Agreement.

Each person signing and executing the Agreement on behalf of Contractor represents and warrants

that he has been fully authorized by Contractor to execute the Agreement on behalf of Contractor

and to bind Contractor validly and legally to all the terms, performances and provisions of the

Agreement. City shall have the right, in its sole discretion, to either temporarily suspend or

permanently terminate the Agreement if there is a dispute as to the legal authority of either

Contractor or the person signing the Agreement to enter into the Agreement.

33. NO CONSTRUCTION AGAINST DRAFTING PARTY.

The Parties and their respective counsel have had the opportunity to review the Agreement, and

the Agreement will not be construed against any party merely because any provisions of the

Agreement were prepared by a particular party.

34. CONTRACT DOCUMENTS.

The Contract Documents consist of this Master Services Agreement and the exhibits, the Notice

Inviting Proposals, Instructions to Proposers, Proposal (including documentation accompanying

the Proposal and any post-Proposal documentation submitted before the Notice of Award), the

Bonds, Workers’ Compensation Certificate of Insurance; Additional Insured Endorsement

(Comprehensive General Liability); Additional Insured Endorsement (Automobile Liability);

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MASTER SERVCCES AGREEMENTParking Access and Revenue Control System Replacement and Upgrade

Additional thsured Endorsement (Excess Liability), permits from regulatory agencies with

jurisdiction, General Provisions, Special Provisions, Plans, Standard Plans, Standard

Specifications, Reference Specifications, Addenda, Change Orders, and Supplemental

Agreements. The Contract Documents are attached hereto and incorporated herein by reference.

The Contract Documents and any other documents incorporated herein by specific reference,

represent the entire and integrated agreement between City and Contractor. This Contract

supersedes all prior oral or written negotiations, representations or agreements. This Contract may

not be modified or amended, nor any provision or breach waived, except in a writing signed by

both parties that expressly refers to this Contract.

35. ORDER OF PRECEDENCE.

In the event of any conflicts between the language of the Agreement and the exhibits, the language

of the Agreement controls.

36. SURVIVAL OF CERTAIN PROVISIONS.

The terms of the Agreement and any exhibits and attachments that by reasonable implication

contemplate continued performance, rights, or compliance beyond expiration or termination of the

Agreement survive the Agreement and will continue to be enforceable. Without limiting the

generality of this provision, Contractor’s obligations to provide insurance and to indemnify City

will survive for a period equal to any and all relevant statutes of limitation, plus the time necessary

to filly resolve any claims, matters, or actions begun within that period.

37. INUREMENT.

The rights and obligations of the Parties herein set forth shall inure to the benefit of and be

binding upon the Parties hereto and their respective successors and assigns permitted under this

Agreement.

3$. FORCE MAJEURE.

Neither party shall be responsible for failure to fulfill its obligations hereunder or liable for

damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection,

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natural disaster, unreasonable delay of carriers, governmental order or regulation, complete or

partial shutdown of plant, unreasonable unavailability of equipment or software from suppliers,

default of a Subcontractor or vendor (if such default arises out of causes beyond their reasonable

control), the actions or omissions of the other party or its officers, directors, employees, agents,

Contractors or elected officials and/or other substantially similar occurrences beyond the party’s

reasonable control (“Excusable Delay”) herein. In the event of any such Excusable Delay, time for

performance shall be extended for a period of time as may be reasonably necessary to compensate

for such delay.

39. PARAGRAPH HEADINGS.

The captions and headings set forth herein are for convenience of reference only and shall not be

construed to define or limit the terms and provisions hereof.

40. CITY EXECUTION OF AGREEMENT.

This Agreement is expressly subject to and shall not be or become effective or binding on City

until it has been fully executed by all signatories of City.

41. COUNTERPARTS OF THIS AGREEMENT.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original

of this Agreement.

42. ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS.

The Parties consent to the use of electronic signatures. The Agreement, and any other documents

requiring a signature hereunder, may be signed electronically by City and Contractor. The Parties

agree not to deny the legal effect or enforceability of the Agreement solely because it is in

electronic form or because an electronic record was used in its formation. The Parties agree not

to object to the admissibility of the Agreement in the form of an electronic record, or a paper copy

of an electronic document, or a paper copy of a document bearing an electronic signature, on the

ground that it is an electronic record or electronic signature or that it is not in its original form or

is not an original.

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43. ADVERTISING AND PUBLIC DISCLOSURE.

Contractor shall not include any reference to the Agreement or to services performed pursuant to

the Agreement in any of Contractor’s advertising or public relations materials without first

obtaining the written approval of City. Nothing in this provision precludes the transmittal of any

information to City officials.

44. COMPLIANCE FOR IN-SCOPE SERVICES.

Contractor covenants and agrees to comply with all information security and privacy obligations

imposed by any federal, state, or local statute or regulation, or by any industry standards or

guidelines, as applicable based on the classification of the data relevant to Contractor’s

performance under the Agreement. Such obligations may arise from:

Health Information Portability and Accountability Act (HIPAA)

IRS Publication 1075

Payment Card Industry Data Security Standard (PCI-DSS)

FBI Criminal Justice Information Service Security Addendum

CMS Minimum Acceptable Risk Standards for Exchanges

Contractor further covenants and agrees to maintain compliance with the same when appropriate

for the data and Services provided under the Agreement. Contractor further agrees to exercise

reasonable due diligence to ensure that all of its service providers, agents, business partners,

contractors, Subcontractors and any person or entity that may have access to City Data under this

Agreement maintain compliance with and comply in full with the terms and conditions set out in

this Section. Notwithstanding Force Majeure, the respective processing, handling, and security

standards and guidelines referenced by this section may be revised or changed from time to time

or City Data may be utilized within the Services that change the compliance requirements. If

compliance requirements change, Contractor and City shall collaborate in good faith and use all

reasonable efforts to become or remain compliant as necessary under this section. If compliance

is required or statutory and no reasonable efforts are available, City at its discretion may terminate

the agreement for cause.

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45. ON-LINE AGREEMENT DISCLAIMER.

Notwithstanding anything to the contrary herein, City shall not be subject to any provision included

in any terms, conditions, or agreements appearing on Contractor’s or a Subcontractor’s website or

any provision incorporated into any click-through or online agreements related to the work unless

that provision is specifically referenced in this Agreement.

46. PROHIBITED TERMS.

Any term included in this Agreement that requires City to indemnify or hold Contractor harmless;

requires City to agree to binding arbitration; limits Contractor’s liability for damages resulting

from death, bodily injury, or damage to tangible property; or that conflicts with this provision in

any way shall be void ab initio. Nothing in this Agreement shall be construed as a waiver of any

provision of state, county, or City laws, regulations, and statues.

47. ON-CALL SERVICES.

This Agreement or the SOW may contain hourly or daily rates and Contractor and Manager may

enter into work orders for ongoing services. City may authorize specific assignments for

Contractor by placing a written work order signed by Manager and Contractor (the “Order”)

describing in sufficient details the services and/or deliverables at the rates provided or as a flat

rate. Contractor agrees that during the term of this Agreement it shall fully coordinate its provision

of the services with any person or firm under contract with City doing work or providing services

which affect Contractor’s services. Contractor shall faithfully perform the work in accordance with

the standards of care, skill, training, diligence and judgment provided by highly competent

individuals and entities that perform services of a similar nature to those described in this

Agreement. Contractor represents and warrants that all services will be performed by qualified

personnel in a professional and workmanlike manner, consistent with industry standards; all

services will conform to applicable specifications and as attached to the Order, if any; and, it has

the requisite ownership, rights and licenses to perform its obligations under this Agreement fully

as contemplated hereby and to grant to City all rights with respect to any software and services

free and clear from any and all liens, adverse claims, encumbrances and interests of any Third

Party.

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48. PCI DSS COMPLIANCE.

The parties agree to the Payment Card Industry Data Security Standard (“PCI DSS”) compliance

tern-is set forth in Exhibit H, attached hereto and incorporated herein by this reference.

49. PCI RESPONSIBILITY MATRIX.

The parties will mutually agree in writing to the Payment Card Industry (“PCI”) Responsibility

Matrix, identified as Exhibit I to the Agreement, attached hereto and incorporated herein by this

reference.

50. IMPLEMENTATION SCHEDULE.

The parties will mutually agree to the Implementation Schedule in writing, identified as Exhibit J

to the Agreement, attached hereto and incorporated herein by this reference.

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IN WITNESS WHEREOF, the parties hereto have executed the Contract the day and year firstabove written.

CITY OF BEVERLY HILLS

By:

_________________________

ROBERT WUNDERLICH, Mayor

ATTEST:

By:

__________________

HUMA AHMED, City Clerk

(“Contractor”)

By:_ ‘1’L L&SOUt

Printed Name: Darrell SmithsonTitle: President, North America

By:____________________Printed Name: Robert WeiskopfTitle: CSO

APPROVED AS TO FORM: APPROVED AS TO CONTENT:

By:

____________________

By:

________________

LAURENCEW. WIENER GEORGECHAVEZCity Attorney City Manager

By:Printed Name:Title:

Uh-wu Vvtss±By:

________________________

SHARONL’HEUREUX DRESSELRisk Manager

By:

_________________

SHANA EPSTEINDirector of Public Works

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EXHIBITS

Exhibit A: Statement of WorkExhibit B: Service Level Agreements; Interruptions In Service; Suspension And Termination OfService; Changes To ServiceExhibit C: Compensation, Fee and Payment Schedule including Delivery and AcceptanceRequirements

Exhibit C. 1: Factory Acceptance Testing (“FAT”), Lane Acceptance Testing (“LAT”),Operational Demonstration Testing (“ODT”) criteria and acceptance formsto be submitted and mutually agreed upon within 10 days of notice toproceed

Exhibit D: Management & Control of DataExhibit E: Certificate of InsuranceExhibit F: Insurance RequirementsExhibit G: Terms for Compliance with California Labor Law RequirementsExhibit H: PCI DS$ ComplianceExhibit I: PCI Responsibility Matrix (to be submitted and mutually agreed upon within 10 days ofnotice to proceed)Exhibit J: Implementation Schedule (to be submitted and mutually agreed upon within 10 days ofnotice to proceed)

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MASTER SERVICES AGREEI’.1ENTParking Access and Revenue Control System Replacement and Upgrade

EXHIBIT A

Statement of Work

Off-Street Parking Revenue Access

and Control System (PARCS)

for


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Exhibit A Table of Contents

Section A: Overview 33

Section 8: Infectious Disease 35

Section C: PARCS Components and Architecture 37

Section D: PARCS Requirements 45

Section E: High-Level Project Plan 54

Section F: Training 62

Section G: Support and Maintenance 62

Section H: Quality Assurance 66

Section I: Compliance 67

Section J: Transition Requirements 67

Section K: Price 67

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Section A: OverviewThe City is contracting with SKIDATA to provide and support an on-line, real-time Automated ParkingAccess and Revenue Control System (PARCS) including hardware and back-office software within a gatedcontrolled environment for multiple facilities operated by the City of Beverly Hills functioning in themanner described herein (see Plans and Technical Specifications — Appendix II of RFP 20-350-33).

The City of Beverly Hills parking system includes 5,942± parking stalls in 14 gated off-street public parkingstructures, a parking command center, and ancillary employee parking areas. The City is the Owner of theparking system. The following locations have been identified for PARCS retrofit/addition:

Facility Address

Beverly North Garage 345 N. Beverly

Beverly South Garage 216 S. Beverly

Brighton Garage 9510 Brighton

Camden Garage 440 N. Camden

Rexiord/Civic Center Garage 450 N. Rexford

Beverly-Canon Garage 438 N. Beverly/439 N. Canon

Public Gardens Garage 242 N. Beverly/241 N. Canon

Third Street Garage 9333 W. Third

Bedford Garage 461 N. Bedford

Crescent North Garage 333 N. Crescent

Crescent South Garage 221 N. Crescent

Dayton Garage 9361 Dayton

Crescent Garage 450 N. Crescent

La Cienega Garage 321 S. La Cienega

City Hall North 487 N Rexford

Library Employee Lot 444 N. Rexford

Police Department Lot 464 N. Rexford

PARCS will be a fully automated Pay-on-Foot (POE) PARCS, with parking ambassadors, integrated withexisting rooftop and Indect APGS, and will include: entry ticket dispensers, exit ticket readers, license platerecognition (LPR), HID proximity readers as secondary credential, integration with City AMAG system forCity employee access rights, barcode/QR code readers at all entry/exit locations and POE5, EMV PCI P2PE

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credit card readers at exits and POEs, pre-purchases online (reservations), and frequent parker (loyalty)program.

The scope of the project shall include, but is not limited to, the design, development, programming,reliability testing, fabrication, unit testing, system testing, packaging, shipping, installation, startup,maintenance, training of staff, and documentation of a PARCS that will provide for multiple credentials foraccess control and payment services.

The proposed system shall have the capability of processing and tracking users of the parking facilities,both transient and non-transient parkers, in addition to providing parkers automated pay stationsstrategically located in the parking garages. The City expects this complete parking conversion will increaseefficiency, system productivity and improve customer service.

The Contractor shall require all subcontractors performing public works construction work to enter intoan agreement on a form approved by City.

Per the Project Schedule, SKIDATA proposes to remove Parking Booths from each garage per locationlisted below. Booth removals from each garage to start early morning at 4am as lanes will be closed offfor forklift and hauling booth(s)away to a one-way location designated by the City or haul away fordisposal. City to confirm option.

Booth removal locations:

Bedford (1)Beverly Canon (2)

• Beverly North (2)Beverly South (1)Brighton (1)Camden (1)Crescent North (1)Dayton (1)La Cienega (1)Rexford (2)

The parking attendant booth removal scope of work per location includes:

SKIDATA and City to follow the project schedule for removal of City cameras. Airducts and itemsused by the cashiers. — Scope by the City of Beverly Hills

Request any Electrical Panels locked by City locks to be removed the morning of the scheduledbooth removal- Request by SKIDATA and Electrical Contractor- Diamond Bar Electric

Close off lanes at 4am and drive in forklift and heavy lifting tools

Shut power off to booth and safe lockout both circuit breaker with approved safe lock system-Scope by Electrical Contractor- Diamond Bar Electric

• Disconnect main power feed into booth sub panel and all low voltage from booth load centerScope by Electrical Contractor- Diamond Bar Electric

Remove existing Red Head Lag Bolts that anchor the booth and prep for booth removal fromisland- Scope by Deike Construction

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Lift booth from the ground and clear out all power and low voltage cables to clear path to remove

booth- Scope by Electrical Contractor- Diamond Bar Electric and Deike Construction

Bring in forklift with extra-long forks to remove booth from the island and load onto trailer parked

in the driveway. Scope by Deike Construction

Secure booth on trailer and a one-time haul away to City designated area (City to confirm) or

offsite for disposal- Scope by Deike Construction

Pre-island infrastructure work for gutter cans to capture existing conduits and separate low and

high voltage for new sub panels, inner island conduits for UPS and relocations of Exit Power. Gates

where required- Scope by Electrical Contractor- Diamond Bar Electric

Install rebar with proper spacing as noted on the detail approved submitted drawings to Building

and Safety- Scope by Deike Construction

Call in for rough electrical inspection of rebar and electrical conduits- Scope by Electrical

Contractor- Diamond Bar Electric

Once APPORVED BY Electrical Inspector, procced with ordering concrete for the following day-

Scope by Deike Construction

Close off one lane for concrete pour- Scope by Deike Construction

Early morning concrete delivery where permitted. Concrete will be pumped in via concrete pump

and hose- Scope by Deike Construction

After a few hours of cure time, remove form boards and finish concrete to match existing finish-

Scope by Deike Construction

Booth remove scope complete and allow 2 days for concrete curing.

*City is responsible for removing any cameras mounted on booths and remounting along with air ducts

on booths.

Section B: Infectious Disease1. The federal government and state of California, and the County of Los Angeles have declared an

emergency due to a global pandemic caused by an infectious coronavirus which causes a diseasereferred to as COVID-19. In an effort to support and maintain a safe and healthy workplace forCity employees and the community, the City is requiring all contractors and the Contractor toimmediately monitor and track the signs and symptoms of COVID-19, the common cold, andinfluenza for all of its employees and subcontractors (collectively “Contractor employees”)assigned to City projects that come onsite to any City facility to perform services under theAgreement.

2. Contractor shall notify the City immediately in writing if Contractor or Contractor employees havecome in contact with anyone with an infectious disease or has contracted an infectious disease.Such Contractor employees shall immediately cease performing services under the Agreement.

3. Contractor shall monitor Contractor employees’ signs and symptoms with written logs. Contractorshall do and maintain a daily recording of the following:

a. Require Contractor employees to take their temperature each time they enter and exitCity facilities (both before and after work is performed at City facilities).

b. If Contractor employees have a fever (100°F or higher), are coughing, have troublebreathing, or other symptoms of COVID-19, the common cold, or influenza:

i. Do not have Contractor employees report to work.

Page 35 of 102B0785-0001\2530662v1.doc



ii. Contact your City Responsible Principal.iii. Direct Contractor employees to:

1. Not go out in public.2. Avoid contact with others.3. Not travel while sick.4. Cover mouth and nose with a tissue or sleeve (not hands), while coughing

or sneezing.5. Wash hands often with soap and water for at least 20 seconds to avoid

spreading illnesses such as the common cold, influenza, or COVID-19 toothers.

6. If soap and water are not readily available, use an alcohol-based handsanitize, which contains 60-95% alcohol or solutions for use at the facility.

c. Contractor shall disinfect all areas that Contractor employees come in contact with whileperforming services under the Agreement before and after usage.

d. Contractor employees shall not return to any City facility until they meet the guidance*

of the Los Angeles County Department of Public Health.

*Contractor acknowledges it has reviewed, understands, and will follow the Los Angeles CountyDepartment of Public Health guidance for managers.

4. Contractor shall also maintain daily monitoring and record keeping in connection with CITYprojects where Contractor employees come on site for the following information:

a. Projects are adhering to Social Distancing** and Industry Safety Standards for employeesand the public.

b. Contractor employees are not working while sick.c. Contractor shall notify their City Project Manager or City Responsible Principal prior to

reporting on site daily.U. Contractor shall contact their City Project Manager or City Responsible Principal to

reschedule non-essential services.

**please review Los Angeles County Department of Public Health guidelines for social distancing. For thelatest City updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus

City reserves the right to review Contractor’s daily logs to ensure compliance with this Agreement. Cityhas the right to send Contractor employees home who do not comply with these requirements. Contractor

shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact the Responsible Principal or Risk Management at (310) 285-1073.

Page 36 of 102B0785-0001\2530662v1.doc



Section C: PARCS Components and Architecture

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Lower Entry 1 I 1 1 1 1

UpperExit 1 1 1 1 1 1

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Page 37 of 102B0785-0001\2530662v1.doc

DocuSign Envelope ID: BB599EF5-3251 4C8C-8D81-6CE007865579


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B0785-0001\2530662v1.doc

Page 38 of 102



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Crescent Exit 1 1 1 1 1 1

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Page 39 of 102B0785-0001\2530662v1.doc

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SKIDATA PARCS Flow:

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Page 41 of 102B0785-0001\2530662v1,doc

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Contract Parker Use Case


B07$5-0001\2530662v1.doc

Page 44 of 102

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Section D: PARCS RequirementsGeneral Parking Access and Revenue Control

1. PARCS shall be a hybrid (cloud/locally hosted) access control system for those authorized tohave access to parking facility, doors, or special parking areas.

2. The PARCS solution proposed shall be a fully contained system and shall contain the followingintegrated components:

a. In-Lane Equipment with intercom and camera systemb. License Plate Recognitionc. Pay-on-Foot Equipmentd. PARCS Management Softwaree. Payment Processor and Gateway (via Windcave)f. Wayfinding/PGS integrationg. Customer Web Portal

3. Each transaction is to be processed as a revenue-controlled event/access or PARCS controllednon-revenue event.

4. Third-party security systems shall have ability to pulse gates for entry or exit using dry-contactrelay activation.

5. Owner vehicles requiring free, unrestricted, and fast ingress and egress to facilities may be soaccommodated using LPR, HID or other technologies. These transactions will be recorded bythe PARCS software as a non-revenue event.

6. The system shall support monthly parkers who prepay for parking monthly and haveunrestrictec in or out privileges during designated hours.

7. The system shall support frequent parkers who prepay or prearrange billing and will be ableto be billed or charged for parking at fees equal to or discounted, from revenue general andparking shall be accepted by the system.

8. PARCs shall be able to recognize and process a minimum of 2,500 users from any reader ordoor controller installed at the facility.

9. PARC5 shall include ability to vend gates remotely and shall include the ability to communicatewith a remote management service and/or on-site staff member through pay stationintercoms.

In Lane Ecuipment

1. Entry and exit machines should be able to display customer supplied video and/or play audioto assist customers with steps needed to complete transactions.

2. Exit machine and Automatic Payment Machines should be able to retract and retain validationtickets and, at exit, retain entry ticket.

3. Each entry and exit should include HID card access readers4. Each entry, exit, and payment machine should include EMV/NFC card readers5. Each entry, exit, and payment machine should include barcode reader capable of reading 1D

and 2D barcodes6. Tickets should use barcode not magnetic stripe technology.7. Ability to produce a ticket that allows the Patron to exit the facility without opening the exit

gate.

Page 45 of 102B07$5-0001\2530662v1.doc



Barrier Gates

1. The barrier gate shall provide an effective ingress and egress to one-way vehicles in theentrance and exit lanes.

2. The barrier arm shall retract quickly in a vertical plane on a command signal from the entrystation, exit station, LPR, card reader, or detector ioop depending on location, and return tothe lower position upon a signal from a detector (“closing loop”) located beyond the gate arm.

3. Barrier gates may be online to the central computer and shall be capable of responding toremote “raise,” “lower,” “open lane,” and “close lane” commands through a network devicefrom the central computer. A real-time status condition is required for all barrier gates.

4. Barrier gates shall transmit status messages to the central computer to indicate “UP” and“DOWN” status and gate malfunction or alarm condition.

5. The barrier gate shall be installed and shall incorporate in one housing all necessarycomponents for the functioning of the unit. The assembly shall operate in the environmentalconditions of the installed location.

6. The barrier arm shall be a breakaway design that can easily be replaced when broken.7. Provide and install articulating gate arms where required by low ceiling height.8. Each exit barrier gate shall be installed with an audible alarm and a visual warning beacon to

warn pedestrians of the moving gate arm. The barrier gate shall remain in the up position solong as a presence is detected on the closing loop.

9. The barrier gate arm shall have a down strike safety feature. Pursuant to this feature, shouldany object be struck by the gate arm during its descent, the arm shall immediately reverse andreturn to the up position without damage, and remain up until automatically reset by aninternal variable control. The sensory function shall be initiated by sensing the internalmechanical action. The external mounting of tubes, wiring, and electrical devices on the gatearm shall not be acceptable.

10. The barrier gate arm shall return to the down position after a programmable period if vehiclepassage through the gate is not completed and there is no vehicle presence on any detectorloops in the lane.

11. If a barrier gate remains in the up position when there are no vehicles detected on the laneloops, the gate shall send an alarm signal to the central computer.

12. If an entry barrier gate remains in the up position for more than the configured amount oftime without completing a vehicle entry sequence, the gate shall send an alarm signal to thecentral computer.

Vehicle Detection Loop or Vehicle Detectors

1. SKIDATA should ensure that detectors shall be installed for barrier gates, ticket dispensers,exit stations, LPR camera readers, LPR/HID antenna/reader, PROX/bar code readers, countsystem and any other device that requires loop detection input to function as a completesystem.

2. SKIDATA will be responsible for inspecting the currently installed inductive loops to ensurethat they are in good working order and are adequate for a complete working system.

3. In the event that new detection loops are required, any newly installed parking equipmentdetector loops installed by SKIDATA:

a. Shall be complete and terminated at the vehicle detectors without breaks or splices.

Page 46 of 10280785-0001\2530662v1.doc



b. SKIDATA shall be responsible for complete installation of the embedded ioops,including required saw-cuts.

c. Approved ioop sealant must be used in order to provide weather and moistureprotection for the loops.

d. SKIDATA shall use care and diligence in making saw-cuts to avoid contact with, orexposure of, embedded concrete reinforcement or cabling.

4. SKIDATA shall use care and diligence in locating embedded loops so as to avoid interferencefrom other metal objects.

5. SKIDATA shall repair any damage to concrete curbs or islands resulting from the installation.

Proximity Cards (HID)

1. PARCS shall include a card access system to support the City’s parking program.2. PARCS Card Access System shall support a hierarchy of access levels defined as groups3. Groups with access shall be provided the following parameters of access

a. Active time and dateb. Inactive time and datec. Specific door control or parking level accessU. Anti-pass back controlse. Door strike and hardware controlf. Rates structures/plans for dates and times parkedg. Extended time beyond allowed access to be charged to account.

4. Cards used for access within the PARCS system shall be reusable/reprogrammable withminimum of 10 uses/reprograms.

5. System shall allow a minimum of 20 programmable attributes for account/card holdingparkers.

6. Access shall be denied for card holders with expired accounts (group or prepaid).

Intercom & Camera System

1. SKIDATA shall provide an intercom system that consists of host intercom stations, an integratedcamera system, and an integrated microphone and speaker in each entry station, exit stationand POF.

2. The intercom shall be a push-button intercom such that in the event a parker needs assistancewhile stopped in a lane, the button can be pushed, and a connection established between thefield location and any host intercom station.

3. The intercom and camera communications shall be directed to a command desk consolelocated in the parking office with roll over capabilities to a second call center station asdesignated by the City.

4. The parking office shall be equipped with an intercom base station that displays the physicallocation of the incoming intercom call.

5. Once activated, two-way communication shall be possible, and the intercom line shall remainopen until the parking staff member terminates the call.

Page 47 of 10280785-0001\2530662v1 .doc


MASTER SERVICES AGREEMENTParking Access and Revenne Control System Replacement and Upgrade

License Plate Recognition (LPR)

1. PARCS shall include LPR technology for a cashless experience for customers in ParkingGarages. LPR functionality shall also be used to improve accountability by aiding in theprocessing of exception transactions.

2. LPR devices shall be placed at Entry and Exit lanes as per SKIDATA’s design.3. LPR system shall be mounted and configured to maximize automatic plate matching.4. LPR exceptions (no match, no tag, etc.) shall trigger an alert or alarm. The City shall have the

ability to disable such alarms, if desired.5. The SKIDATA shall provide all required cameras, filters and the necessary supplementary

lighting necessary to equip all included entry and exit lanes in a manner that will provide fullLPR subsystem functionality.

6. The Contractor shall also provide all housings, mounting posts, brackets, shielding orprotective devices required and appropriate to protect LPR lane components from damage,tampering or theft.

Automated Pay-On-Foot Equipment

1. POF stations will meet all ADA installation and operating requirements.2. POE stations will accept payment by cash (where noted), credit card, debit card, OR barcode

device, and integrated chip and pin reader.3. Front access door will be fitted with tamper-resistant locking and provide alarm contacts upon

entry.4. POF cabinet shall be weather resistant to all climates and designed for the specific weather

associated with Beverly Hills, CA.5. POF Station will accept notes and escrow One, Five, Ten-, and Twenty-Dollar denominations

in any sequence during the transaction. The note acceptor will reject from escrow all damagednotes and shall store all approved incoming notes into the vault.

6. POF station shall accept validation coupons, chaser tickets, or other credential for partial orfull payment of parking fee.

7. Intuitive parker interface monitor/screen with pictographs as necessary to assist the parkerthrough the payment process.

8. Cancel button that allows a parker to cancel a transaction once a parking ticket has beeninserted.

9. All static text shall be in English or other approved language with universal icons and graphics.10. Parker interface capable of displaying two user-selective languages at a minimum, including

English and Spanish.11. Capable of processing parking fee payments using multiple forms of payment, e.g., any

combination of credit card payment, or validation.12. Barcode reader for reading coupons, tickets, and PDA electronic visual display integrated into

the face of the pay station.13. Capable of completing online, real-time credit card authorization as well as storing offline

credit card transactions for uploaded upon re-establishment of communications.14. Permit the City to change or configure the grace time (the number of minutes between the

time a ticket is paid and the time a driver exits with vehicle through exit lane).15. Audit log when a cabinet has been opened or closed.16. Receipt generation upon successful payment.

Page 48 of 102B0785-0001\2530662v1.doc



Parking Office/Command Center

1. PARCS workstations with monitoring, controlling, and reporting capabilities.2. LPR workstations with monitoring and reporting capabilities.3. Intercom master stations to answer calls from in-lane equipment and POF5

Warranty, Repair, Maintenance & Support

For the purposes of the calculation of the start of the warranty period, the Work herein contracted forshall be deemed to be completed upon the date of the City’s acceptance of the entire Project, which iswhen the City Council directs staff to file a Notice of Completion. If that direction is contingent on thecompletion of any items remaining on a punch list, the Work herein contracted for shall be deemed to becompleted upon the date of the Project Administrator’s acceptance of the final item(s) on that punch list.

Contractor shall repair or replace defective materials and workmanship as required in Section 6-8.3 of the2018 edition of the “Greenbook: Standard Specifications for Public Works Construction” and the 2019Supplements. at Contractor’s own expense. Additionally, Contractor agrees to defend, indemnify and holdthe City harmless from claims of any kind arising from damage, injury or death due to such defects.

The parties agree that no certificate given shall be conclusive evidence of the faithful performance of theContract, either in whole or in part, and that no payment shall be construed to be in acceptance of anydefective Work or improper materials. Further, the certificate or final payment shall not terminate theContractor’s obligations under the warranty herein. The Contractor agrees that payment of the amountdue under the Contract and the adjustments and payments due for any Work done in accordance with anyalterations of the same, shall release the City, the City Council and its officers and employees from any andall claims or liability on account of Work performed under the Contract or any alteration thereof.

1. Comprehensive customer support 7 days a week including holidays. SKIDATA shall describetechnical support services, including 24/7-day customer support help desk availability(including holidays), on-line help features, transaction assistance, on-site support andtechnical support, during and beyond the installation and warranty periods. SKIDATA shalldescribe who is responsible for supporting the equipment including any and allsubcontractors.

2. SKIDATA must be able to provide timely responses including for on-site emergency serviceand repair based upon a mutually agreed escalation matrix

3. SKIDATA shall provide proof that it is an authorized manufacturer representative for theequipment proposed.

4. The PARCS shall include a factory warranty that equipment is free from defects in design,material, manufacturing and operation. During this period, SKIDATA will cover all parts & laborcosts associated with any defects due to normal operations.

5. The Installing PARCS Contractor shall guarantee the equipment, wire, cable, and installationfor 24 months from date of project completion and acceptance.

6. The installing PARCS Contractor shall provide a quarterly preventive maintenance program onsupplied hardware and software for the duration of the manufacturer warranty period. Thisincludes software & firmware updates at no additional charge.

Page 49 of 102B0785-0001\2530662v1.doc


MASTER SERVICES AGREEI’4ENTParking Access and Revenue Control System Replacement and Upgrade

7. Contractor shall provide an option for extended full parts & labor hardware and softwarecoverage. This will include a preventative maintenance program and software and firmwareupdates.

8. Contractor must notify operator a minimum of ten (10) business days in advance of anyscheduled service interruptions.

9. Contractor shall provide a detailed list of replacement parts stock which are recommendedfor City to keep on-hand.

Payment Methods, Payment Processing and Refunds

1. All payment transactions, processes and method must comply with all standards set forth inthe Compliance section of this RFP including PCI-DSS compliance and compliance with Cash-handling and Data Protection standards regulations.

2. The credit card and debit card payments that will be accepted include, but are not limited to:a. VISAb. Mastercardc. Bank Debit Cards with Credit Card logo

3. The City shall be the merchant of record. SKIDATA will use the City’s Payment GatewayProcesser

4. Each credit card transaction shall be encrypted and sent directly to clearinghouse to provideon-line real time approvals

5. Maximum authorization time from patron confirmation to clearinghouse authorization is ten(10) seconds.

6. Payments may be accepted in an offline mode.7. Credit card readers shall be capable of reading mag stripe products.8. Credit card readers shall be capable of reading EMV smart cards with chip and pin technology.9. Other Payment types to be accepted include NEC (Apple/Android pay).10. Must be able to accept 3td party sales from vendors including but not limited to Spot Hero,

Park Whiz, and Parkmobile.11. Cash shall be accepted at Pay-on-foot in the form of notes.12. Refunds may be processed and issued by authorized Parking personnel and in the event of

Online and 3rd Party cancellations.13. Equipment including Pay-on-foot, Pay-in-Lane can operate in ‘offline’ mode which allows the

terminal to process transactions without immediate authorization from the merchant servicesprovider. These offline transactions will then be processed through the merchant servicesprovider when online capability is restored. Additionally, terminals and lanes will beconfigured to minimize failures to each operating lane and ensure that a “lane” can processtransactions without communication to the internet or servers.

Pay Location Credit/Debit Cash

Pay-In-Lane Y N

Pay-on-Foot Y Y

On-line Web Portal V N

Page 50 of 102B0785-0001\2530662v1.doc


MASTER SERVICES AGREEMEt1TParking Access and Revenue Control System Replacement and Upgrade

3rd Party Sales Y N

PARCS Management System

The PARCS management system (PARCS MS) will be available to authorized parking personnel for use inday-to-day parking facility operations, parking operations management and administration of the parkingprogram. The following requirements are required to support these functional areas:

1. General Deployment

a. Sweb.Control, Sweb.Validate, and Sweb.Analyze will be browser-based and web-browser enabled; the aforementioned software is accessible by an authorized userthrough any internet browser of any City approved web enabled workstation ormobile device.

b. Users shall not require a client version of the software installed on their workstationsor mobile devices to access the noted PARCS applications.

2. Occupancy Monitoring

a. Unique count of every vehicular entry or exit from each area designated or floordesignated as a zone.

b. Ability to configure the number of parking spaces within an area or zone.c. Threshold limits shall be used to trigger full status.

d. Full status or count shall be able to be over-ridden by the PARCS MS operator andAdministrator to allow resumption of parking transactions.

e. Signage shall be either dynamically (logic) or manually controlled based on counts.f. Dynamic signage shall display as open/closed or a numeric space count.

g. Occupancy shall be maintained for each parking facility and display separate countsfor each parking facility, occupancy or space available.

h. Lane, facility and zone counts shall be available in hourly intervals. This data shall beavailable for specialized reports.

i. Activity Usage Reports shall be provided and shall include at a minimum date, time,card number, and location of entry as well as exit location.

j. Count Reports shall be provided to monitor, and report counts of the ACS card holderspresent on an hourly basis by group, lot occupancy.

k. Tracking shall include occupancy and report peak occupancy during each hour in realtime.

3. Equipment Monitoring

a. Monitor operational status of all entry and exit lanes and APMs.b. Warning alarms displayed and tracked through PARCS MS for the following

conditions:

i. Lane status; open or closed.ii. Gate failure.

iii. Gate up.iv. Low-ticket supply.v. Ticket in throat.

vi. Illegal entry or exit (reverse direction through lane).

Page 51 of 102B0785-0001\2530662v1.doc


MASTER SERVICES AGREEMENTParlng Access and Revenue Control System Replacement and Upgrade

vii. Back-out ticket.

viii. Ticket jam.

ix. Vehicle detected in lane for longer than 30 seconds without initiatingtransaction.

x. Count status.

xi. Passback violation.xii. Pay-on Foot equipment tampering.

xiii. Pay-on-foot door status, open or closed.xiv. Pay-on-foot receipt paper status.

xv. Visual abnormal status alarms at each workstation.xvi. When an alarm is turned off, visual signals stop at all workstations.

xvii. A daily log report identifying all system alarms.4. Revenue Control System (RCS)

a. Remote programming of all devices that process revenue-controlled transactions.b. Testing of fee structure prior to upload to the active parking system.c. Consolidated data and reporting from all devices processing revenue-controlled

transactions.U. Search, display and review of transactions based on user-defined parameters.

5. Revenue Control Reportsa. Shall be available which can be displayed on a monitor, printed on a printer,

converted to file (CSV, Excel, etc.) and are sortable chronologically and by shift or lane.Sample of desired reports include:

i. Daily Event Log - A listing of changes to system and users who made changes,including facility lane equipment alarms, remote gate opening, and system logo n/offs.

ii. Daily Transaction Report — A daily summary of all transactions processed ateach entry lane, pay-on-foot, or exit lane, including time, transaction time,payment amount and type.

iii. Entry lane counts.iv. Exit lane counts.v. Revenue Alarms Report — Provide report to include at a minimum remote gate

vends and manual gate open counts.vi. Monthly Lane Volume Report - Provide entry and exit counts by date. This

report is used for management planning and statistical information.vii. Monthly Duration Report - Provide duration of stay based on patrons’ elapsed

parking time and patron time of entry. This report is utilized in rate structureand facility usage analysis, management planning, statistical information,rate analysis, and revenue analysis.

viii. Ticket Sequence Report — Provide a complete sequence of transactionsrelated to individual tickets (i.e., information about how and when a ticketwas issued tied to how and when fee was paid and ticket was processed).

ix. Monthly Ticket Value Report - Provide ticket stratification based upon valueof all transactions processed. Provide breakdowns for each rate structure. Thisreport is used for revenue analysis, rate analysis, management planning, andstatistical information.

x. Outstanding Ticket Report — Provide a listing of tickets that have been issuedbut are not yet processed at an exit.

Page 52 of 102B0785-0001\2530662v1.doc



xi. Back-out/Stolen Ticket List — Provide a chronological list of back-out ticketsissued by ticket dispenser for selectable times.

xii. ACS Revenue by Payment Type — Provide revenue by payment type includingACS ID device number, account number, and month payment received.

b. Data integration shall be supported for the production of special forms such asinvoices or mass mailings.

6. Rate Structures & Configurationa. A minimum of twenty different fee structures.b. Each fee structure can program a minimum of forty fee increments.c. Automatic adjustment for daylight saving time and leap year in fee calculations.d. User defined maximums (12-hour, 24-hour, etc.)e. Provide for:

I. Day, evening, and night rates.ii. Weekend rates.iii. Flat rates.iv. Special event rates.v. Holiday rates.vi. User defined grace time parameters.vii. Coupon and Voucher programs (e.g. 10% oft coupon is given for every 10th

patron.)7. Sign-on and Security

a. Utilize protocols and passwords that prevent unauthorized access to software andhardware and manipulation of data and reports, including individual transactions.

b. Include minimum of 4 levels of access authorization to all operational, administrativeand reporting functions and provide the following security features:i. Define individual user and group-based security.ii. Ability to assign a unique user ID and password for each person authorized to use

system.iii. Ability to establish an expiration period for passwords and periodically change

that password for each authorized user ID.iv. Ability to disable a user ID following successive log-on failures exceeding a

programmed limit.v. Ability to view and report user and group level security rights and create user-

defined fields.vi. Ability to de-activate codes for former users and internal and external customers.vii. Password protected PARCS MS subsystems to restrict access to individual

functions of each subsystem:a. Revenue Control System Monitoring, Control, and Reporting.b. Access Control System Monitoring, Control, and Reporting.c. Occupancy Monitoring and Reporting.d. Equipment Monitoring and Reporting.e. Invoicing and A/R.1. Ad-hoc Reporting.

8. Event Tracking and Auditinga. User activity shall be recorded for security and auditing purposes. PARCS shall

maintain an audit trail file of operator, cashier, and administrator activities.9. Interoperability

Page 53 of 102B0785-0001\2530662v1.doc



a. While there are no current requirements to operate with other City systems theSKIDATA is expected to demonstrate interoperability abilities shall the need ariseduring the life of the contract.

b. SKIDATA shall demonstrate the use of:i. Open and published APIs to ensure the broadest support for interoperability

between components and to facilitate integration andii. Secure (e.g., non-clear text and authenticated) standardized network protocols

for the import and export of data.

Required SKIDATA Personnel

Contractor must notify City upon any need to change personnel.

Role Name ResponsibilitiesHead of Projects Robert Villar Provide overall support and management of the project

Mark Beatty and will assist the Project Manager in the planning ofthe project, and project implementation.

Sales Professional Mike Brill Support from a design standpoint and a continuedMary Beth McNair resource from initial project consult through

implementation, as needed.Operations Manager Daniel Soria (IT) Provide support to the project manager and be a

Nelson Garcia backup point of contact for planning, implementation,(installation) installation, and commissioning of the system.

Project Manager Ruben Martinez Main point of contact and responsible for planning andoversight of implementation, installation, andcommissioning of the system. Responsible formanaging warranty and service needs upon projectcompletion.

Senior Noe Carrillo Provide high level technical direction and support ofSystem Engineer Marco Ova ndo the network, server, and devices.System Chris Meyers Provide high level technical direction and support ofEngineer/Technician the network, server, and devices.Technician TBD Responsible for executing technical tasks as per the

identified implementation schedule providing supportfor staff during initial installation and post-installation.

Section E: High-Level Project Plan

Expectation of SKIDATA Project Manager: Utilizes PMI (Project Management Institute) projectmanagement methodologies to provide communication and planning for the project. The SKIDATA will usea professional issue tracker, such as JIRA or other project management tools to support the following:

a. Project Management (Gantt charts, schedules, Project meetings and change orders)b. Software bug and issue trackingc. Hardware bug and issue trackingU. Request for new Featurese. Automatic notification of updates via email and RSS feed. 0 & A solutions

Page 54 of 102B0785-0001\2530662v1.doc



f. Tracking tasks, developments and improvements Workflow systemg. Time-tracking toolsh. Meeting Minutesi. Assignments

Expectation of City Project Manager: The City Project Manager will work collaboratively with the SKIDATAto successfully implement PARCS by providing all requested data to the SKIDATA in a timely manner andtaking the SKIDATA consultation and recommendations into consideration to ensure a speedy andsuccessful project. The Project Manager will work with the necessary City departments to provide projectmanagement best practice including providing weekly status to project stakeholders, managing theTechnical Architecture Review (TAR) process and enterprise architecture and security review processes.

Change Management Plan: SKIDATA and the City will develop an appropriate change managementstrategy that at a minimum will:

a. Identify and fully articulate the organizational changes that the initiative will bringb. Develop specific transition and communication strategies for the various stakeholder

groups

c. Develop strategies for mitigating and managing major barriers for implementation

d. Work with City counterpart(s) and communication support staff

Key Milestones: The following pages illustrate a timeline estimate of key milestone tasks associated withthe implementation of the City of Beverly Hills PARCS project.

Project Plans will be developed for each Garage and phase of implementation.

Page 55 of 102B0785-0001\2530662v1.doc

UULUOIFl tivuiupu ILJ DDt)-34Z) l-’f’.,OL.-OUO i-OtUUiOOiDfi


City Beverly Hills VS 5-15—

ID Task Duration Start 21Half l 2022 Half 2,2022

Name Finish S 0 N J F M A M J A S20!)M

1

Parkinc Revenue Control Replacement Project 358.5 dys Tue 6/15/21 Fri 10/28/22throuch warranty yearl

2 Award 0 dys Tue 6/15/2 1 Tue + Award6/15/21 Contract Execution Notice toContract Execution Notice to Proceed

4 Internal Mobilization 0 dys Tue 6/15/21 Tue Proceed6/15/21 Internal29 dys Tue 6/15/21 Fri 7/23/2 1

5 Contract review/ Item 14 dys Tue 6/15/21 Fri 7/2/21

quIrements

requirements

6 Execute subcontractor agreement with 15 dys Mon 7/5/21 fri 7/23/21

________Execute

subcontractor agreement th VARVAR 15 dys Mon 7/5/21 Fri 7/23/21 Executed subcontractor agreement Others7 Executed subcontractor agreement IOthers

I t

8 Submittals 358.5 dys Tue 6/15/21 Fri 10/28/22

9 Submittal 358.5 dys Tue 6/15/21 Fri 10/23/22Schedule

0 Submittal for lane hardware sofiwareand 15 dys Mon 7/5/21 fri 7/23/21 Submittal for lane hardware sofiwareand LPR Rolling Gates

LPR Rolling Gates

11 Submit Design Plans 15 dys Mon 7/26/21 fri 8/13/21 Submit Design Plans

12 Submit As-built Drawings 15 dys Fri 10/7/22 fri 10/28/22

13 Submit Architecture/Construction Plans 15 dys Tue 6/15/21 Mon 7/5/2 1 Submit Architecture/Construction Plans

14 Submit detailed schedule 15 dys Tue 6/15/21 Mon 7/5/2 1 Submit detailed schedule

IS Receive acceptance 15 dys Tue 7/6/21 Mon 7/26/21V Receive acceptance

I PSDR Desicn Documentation 67 dys Tue 7/27/21 Wed 10/27/2 1 r— PSDR Design Documentation

17 Preliminary design documentation submittal 10 dys Tue 7/27/21 Mon 8/9/21 Preliminary design documentation submittal to City

to

City 3 dys Tue 8/10/21 Thu 8/12/21 t;,-IoOl—IWation/System design meeting

is Configuration/System design meetIng 2 dys fri 8/13/21 Mon 8/16/21 •llEIMAG.aiy acceptance of design documentation by City after design

i9 Preliminary acceptance of design m

documentation by City after design meeting 45 dys Tue 8/17/21 Mon20 Permitting Process estimate beginning and 10/18/21 Permitting Process estimate beginning and completion

completion

Critical Progress Start-only I T ka

Page 56 of 102B0785-0001\2530662v1.doc

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1 dy

5 dys

3 dye

1 dy

1 dy

16 dy5

14 dye

1 dy

1 dy

130 dys

Half 2, 2021MJJ

Fri 11/12/21 — Fri 11/12/21

Tue 11/30/21 Mon 12/6/21

Tue 11/30/21 Thu 12/2/21

Fri 12/3/21 Fri 12/3/21

Mon 12/6/21 Mon 12/6/21

Tue 8/17/21 Tue 9/7/21

Tue 8/17/21 Fri 9/3/21

Mon 9/6/21 Mon 9/6/21

Tue 9/7/21 Tue 9/7/2 1

Tue 10/19/21 Mon 4/18/22

43

44

45

46

47

48

49

50

51

52

53

54

55

56

57

Half 2. 2022J__ 4

Notify the City Schedule for Tests

Factory Acceptance Test - tA

Factory Acceptance Test

Approval of FAT Test

Equipment Ready for Deployment

Test Procedures LAT/ODT

Prepare Field Test Documents

Submit Test Documents

Notify City of Installation Test Schedule

Phase A Pre installation Civil Work - begin withcompletion of permitting

Locations, (Conduit/electrical fiber withoutimpact to lanes)

Beverly North Garage

Beverly South Garage

Brighton Garage

Camden Garage

Rexford Garage

Beverly Cannon

Public Gardens Garage

Third St Garage

Bedford Garage

Crescent North Garage

Crescent South Garage

SHalf 1,2022

N D I F M 4 M“Notify the City Schedule for Tests

Factory Acceptance Test - LA

Factory Acceptance Test

Approval of FAT Test

Equipment Ready for Deployment

oceduies t.AT lOOT

Field te$t Documents

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City of lflstallation Test Schedule

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130 dys Tue 10/19/21 Mon 4/18/22

5 dye

S dys

15 dye

5 dye

5 dys

25 dye

5 dye

5 dye

25 dys

10 dys

15 dye

Phase A Pre installation Clu

Tue 10/19/21

Tue 10/19/21

Tue 10/26/21

Tue 10/26/21

Tue 10/26/21

Tue 11/2/21

Tue 12/7/21

Tue 12/7/21

Tue 12/14/21

Tue 1/18/22

Tue 1/18/22

Locations (Conduitlelectri

Mon 10/25/21

Mon 10/25/21

Mon 11/15/21

Mon 11/1/21

Mon 11/1/21

Mon 12/6/21

Mon 12/13/21

Mon 12/13/21

Mon 1/17/22

Mon 1/31/22

Mon 2/7/22

Bevedr North Garage

8everJj South Garage

Bighton Garage

Camden Garage

Rexford Garage

Beverly Cannon

Public Gardens Garage

IThird St Garage

Bedford Garage

- Crescent North Garage


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Task Progre Cnbcal Mileztone E.temat a:k Deadline I’Manual ‘s;k — Cntical Split .,, Summary Progre: Evtemal MiieOone 0

B0785-0001\2530662v1.doc

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City Beverly Hillsv5 5-15-21


0

65

66

67

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69

70

-.--

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74

75

76

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79

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82

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Duration Start

10 dys Tue 2/8/22

15 dys Tue 2/8/22

lOdys Tue3/1/22

15 dys Tue 3/1/2 2

10 dys Tue 3/22/22

5 dys Tue 3/22/22

15 dys Tue 3/29/22

268.5 dys Tue 9/28/21

l5dys Tue 11/30/21

15 dys Tue 11/30/21

10 dys Tue 12/7/21

lOdys Tue 12/7/21

10 dys Tue 12/7/2 1

10 dys Tue 12/7/2 1

10 dys Tue 11/30/21

lOdys Tue 11/30/21

bUys Tue 11/30/21

144 dys Tue 12/21/21

144 dys Tue 12/21/21

3 dys Tue 12/21/21

15 dys Fri 12/24/21

7 dys Fri 1/14/22

$ dys Tue 1/25/22

6 dys Fri 2/4/22

Fnish

Mon 2/21/22

Mon 2/28/22

Mon 3/14/22

Mon 3/21/22

Mon 4/4/22

Mon 3/28/22

Mon 4/18/22

Fri 10/7/22

Men 12/20/21

Mon 12/20/21

Men 12/20/21

Mon 12/20/21

Mon 12/20/21

Mon 12/20/21

Mon 12/13/21

Mon 12/13/21

Mon 12/13/21

Fri 7/8/22

Fri 7/8/22

Thu 12/23/21

Thu 1/13/22

Mon 1/24/22

Thu 2/3/22

Fri 2/11/22

[M

-

Dayton Garage

Crescent Garage

La Cienega

City Hall North

library Employee Lot

‘ Police Department Lot

Command Center

Server Room hardware and Workstations

Equipment Installation and Configuration

Server and Switch Components

Setup Configuration of all Servers & Network swi

t- Setup configuration Databases

Setup connection to 3rd part interfaces

ri Workstations &LPR Integrations

LPR System Backend

Workstations

• Implementat

Phase 1 Base

Command Center

,— Beverly North Garage


i— Brighton Garage

r Camden Garage

Task Name Half 2. 2021 Half 1, 2022N 0 J I F M

Half 1. 2022I I c

Dayton Garage

Crescent Garage

La Cienega

City Hall North

Library Employee Lot

Police Department Lot

Command Center

Production Equipment Installation

Server Room hardware and Workstations

Equipment Installation and Configuration

Server and Switch Components

Setup Configuration of all Servers & Network

Setup configuration Databases

Setup connection to 3rd part interfaces

Workstations &LPR Integrations

CPR System Sackend

Workstations

Implementation

Phase 1 Base Deployment Switch Over

Command Center

Beverly North Garage


Brighton Garage

Camden Garage

Cnt,cal Progre Start-cnly E Baehne Summary I Inactive Task

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Task Progre Cntcal Milertorre • EtemaI Tafr: Deadtine 4

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Page4

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City Beverly Hills v5 5-15-21

ID Task Name Duration Start FinishHalf 2, 2021 Half 1,2022 Half 2,2022

J JAS I 0 I NDJM129 : Rexford Garage 11.5 dys Mon 2/14/22 Tue 3/1/22 t1 Rexford Garage

137! Beverly Canon Garage 14.5 dys Tue 3/1/22 Mon 3/21/22 r—i Beverly Canon Garage

14] Public Gardens Garage 11 dys Tue 3/22/22 Tue 4/5/22 , Public Gardens Garage

Third St Garage 5 dys Wed 4/6/22 Tue 4/12/22 Third St Garage

Bedford Garage 9 dys Wed 4/13/22 Mon 4/25/22 Bedford Garage

160!, Crescent North Garage 6 dys Tue 4/26/22 Tue 5/3/22 ri Crescent North Garage

168 Crescent South Garage 6 dys Wed 5/4/22 Wed 5/11/22 Crescent South Garage176 Dayton Garage 6 dys Thu 5/12/22 Thu 5/19/22 , Dayton Garage

184 Crescent Garage 12 dys Fri 5/20/22 Mon 6/6/22 t— Crescent Garage

190. La Cinega Garage 9 dys Tue 6/7/22 Fri 6/17/22 t, La Cinega Garage

i98 City Hall Lot 4 dys Fri 6/17/22 Thu 6/23/22 City Hall Lot

Police Department Lot 4 dys Fri 6/24/22 Wed 6/29/22 II Police Departit

Library Employee Lot 7 dys Thu 6/30/22 Fri 7/8/22 ri Library Emplc

216 Phase 2/3 LPR/Reservation Rolling Door 38.5 dys Mon 7/11/22 Thu 9/1/22 Pha

217 Garage by Garage 13 dys Mon 7/11/22 Wed 7/27/22 —y Garage b

218 Beverly North Garage 2.5 dys Mon 7/11/22 Wed 7/13/22 I Beverly Non

222 Beverly South Garage 2.5 dys Wed 7/13/22 Fri 7/15/22 I Beverly Sou

226 Brighton Garage 2.5 dys Mon 7/18/22 Wed 7/20/22 • Brighton G.

230!: Camden Garage 2.5 dys Wed 7/20/22 Fri 7/22/22 • Camden G

234 Rexford 3 dys Men 7/25/22 Wed 7/27/22 Rexford

23j LPR Cont. 19 dys Thu 7/28/22 Tue 8/23/22 i LPR

Public Gardens Garage 2.5 dys Thu 7/28/22 Mon 8/1/22 j Public Gs

243 Third St Garage 2.5 dys Mon 8/1/22 Wed 8/3/22 I Third St

247 Bedford Garage 2.5 dys Thu 8/6/22 Mon_8/8/22

_______________________

n Bedford

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Page 5

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City Beverly Hills v5 5-15-21

Page 6


Crescent North Garage


Dayton Garage

Crescent Garage

StartDuration

2.5 dys

2.5 dys

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ID Task Name

255

263

267

268

272

276

280

281

282 1

283

284

285

286

287

288

Half 1,2022N D I F M

LPR Cant.

Ca Cinega Garage

City Hall Cot

Library Employee Lot

Phase 4 Performance Evaluation

30 Day Test

Contract Closeout

Notice from Cityof completion of ODT

Project Closeout

Final Acceptance Begin Warranty period

Mon 8/8/22

Thu 8/11/22

Mon 8/15/22

Thu 8/18/22

Wed 8/24/22Wed 8/24/22

Fri 8/26/22

Tue 8/30/22

Tue 9/28/21Thu 9/1/22

Tue 10/4/22

Tue 10/4/22

The 10/4/22

Fri 10/7/22

Tue 9/28/21

Tue 9/28/21

6.5 dys

2.5 dys

2 dys

2 dys

268.5 dys

23 dys

3 dys

0 dys

3 dys

0 dys

10 dys

Wed 8/10/22

Mon 8/15/22

Wed 8/17/22

Tue 8/23/22

Thu 9/1/22

Fri 8/26/22

Tue 8/30/22

Thu 9/1/22

Fri 10/7/22

Tue 10/4/22

Fri 10/7/22

Tue 10/4/22

Fri 10/7/22

Fri 10/7/22

Mon 10/11/21

Mon 10/11/21

Haif 2, 2022A] M 3 3 A S

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Training

Training Schedule Submittal 30 days prior totraining

Training Manuals, Agenda, DocumentsSubmittal

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Section F: Training1. SKIDATA will provide training for the City’s staff and partners, free of charge, during the service

implementation phase.2. SKIDATA’s training department will provide a comprehensive training program including the

provision training classes and training manuals to meet or exceed the project’s needs.3. Each trainee will be provided with documentation, handouts and manuals covered in training

classes.4. Training will be delivered in a dedicated in person or virtual classroom environment to achieve

the best knowledge transfer.5. SKIDATA training hours will be adjusted as needed to meet City need with prior notice.6. SKIDATA will provide a training outline to the City for approval in advance of any training.7. The training schedule for initial installation will include training on all equipment, hardware and

software systems installed as part of the PARCS design as outlined below:

TRAINING 2 days

Deliver Training for Supervisors 1 day

Deliver Training for System Administrators 1 day

Deliver Training for Accounting/Audit 1 day

Milestone: Remedial Training Complete 0 days

8. Ongoing Training will be made available to the City as part of SKIDATA5 Service Agreement.Training will be offered as per the Service Agreement.

a. If training is part of the service agreement, attendance is required by the primarycustomer team in order guarantee service response time agreements.

9. All trainings will be performed at a SKIDATA training location or virtually. The training programwill be defined according to the needs of the City and the training agenda will be subject toapproval by City personnel.

Section G: Support and Maintenance1. Service Coverage Period: The following services will be available as indicated during the Service

Coverage period.a. Service Support

i. SKIDATA technicians will be available within the agreed coverage period bytelephone, e-mail, and customer portal for functional support.

ii. Each support case will be registered and handled according to standardizedprocesses.

1. Per support case via Help Desk, a support time of 15 minutes is included.2. Additional support will be charged according to the ‘SKIDATA Expert

Services Price List’ or is covered by the service agreement.3. Within the defined coverage period of the selected option no

supplements (weekend or nightwork) will be charged.4. Within the defined coverage period of the selected module the agreed

‘time to support remote’ and the ‘time to support on-site’ values arevalid.


Service Coverage Matrix:


5. The Help Desk may only be called by customer employees who have beentrained to use SKIDATA systems.

SKIDATA.CARE PACK I4ODUIESWARRANTY PREMIUM

SERVICE NAME BASIC EXTENDED PREMIUMYear 1 PLUSMON to FRI

MON to FRI MON to SUN MON to SUN MON to SUNO8AM toCoverage period

0MM to 5PM OBAM to 5PM 24 Hr 24 Hr5PMTime to support

w remote [Hr] 8/24/48/48 8/24/48/48 418/24/24 2/4/8/6 1/4/8/8tCritical, Major,

b Moderate, Minor]

< Time to supportUJ onsite [Hr] [Critical, 24/72/72/72 24/72/72/72 24/48/72/72 8/24/48/48 4/8/24/24X Major, Moderate,

MinorlIncidents +

Incidents +Service labor Not included Not included Incidents Requests +Requests

Third PattyHardware

Not included Quarterly Quarterly Quarterly QuarterlyMaintenanceSoftware Included Included Included Included IncludedMaintenance

Annual Bi-annual> Training Not included Not included Annual 4 Hriu Full day Full day

Performance Call history Call history MonthlyQuarterly MonthlyReview export export + TCO Plan

Spare Parts,exci. wear and Included Not Included Not Included Not Included Not Includedtear

2. Onsite and Remote Support Response Times: Within the agreed coverage period, each incidentwill be prioritized and handled according to the agreed classification. Incidents are classified intofour categories described below. The classification of incidents is done by SKIDATA in agreementwith the customer.

The contractually agreed use is impossible or unreasonablyrestricted and the error materially affects the Principal’sbusiness processes.The contractually agreed use is very restricted. The errormaterially affects the Principal’s business processes,however, the Principal is still able to continue to work in arestricted manner.

Category Description

Critical

Major

Response Time inHours

See Service

Coverage Matrix

See ServiceCoverage Matrix

B0785-0001\2530662v1.docPage 63 of 102



Moderate The contractually agreed use is slightly restricted. The error See Serviceslightly affects the Principal’s business processes, however, Coverage Matrixthe Principal is still able to continue to work in a slightlyrestricted manner.

Minor Incidents which do not fall into any other category. See ServiceCoverage Matrix

3. Prioritization times

Category Time to Support DescriptionRemote Time between the notification of an incident by the customer or the

detection of an incident by SKIDATA and the time until SKIDATA startstroubleshooting remote.

On-Site Time between the notification of an incident by the customer or thedetection of an incident by SKIDATA and the arrival at the site where theincident is detected, if it cannot be fixed by means of remote access ortelephone support.

4. Service Labor

A. Within the agreed coverage period, different types of service labor activities can be included.Service labor activities are divided into three types which are described below.

a. Incidents

Incident management is performed by a logical, systematic search for the cause of aproblem so that the device or process is ready for operation again after the solution.

b. Service requestsService requests are plannable activities to change the behavior and functionality ofthe access system.

c. Service on third party equipment

Third party equipment is hardware and software not provided by SKIDATA butrelated to the functionality of the access system. Third party equipment covered bythe agreement must be listed within appendix B.

B. To provide effective troubleshooting, SKIDATA’s service is organized in local and central serviceteams. All service engineers will be connected with central technical (CIS) support at SKIDATAheadquarters and with the worldwide acting R&D teams. Troubleshooting may be completeddone remotely. If remote troubleshooting is not possible, SKIDATA reserves the right to carryout a service visit on-site to handle the incident.

C. Excluded labor activities:

a. Troubleshooting of issues caused by misconduct of customer employee or operatorsb. Troubleshooting of issues caused by force majeure

D. Required spare parts will be invoiced if the option ‘Spare Parts.Care’ is not part of thisagreement.

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MASTER SERVICES AGREEMENTPar1ng Access and Revenue Control System Replacement and Upgrade

5. Hardware MaintenanceA. Hardware maintenance is a preventive maintenance and includes the inspection, cleaning, and

adjustment of hardware components as well as the execution of test runs necessary for properoperation. The costs of labor and travel are included.

B. Hardware maintenance is classified into Level 1 and Level 2 activitiesa. Level 1 activities: Cleaning and visual inspectionb. Level 2 activities: Maintenance according to inspection plan, replacement of wear

parts if necessary. A detailed list of activities is available on request.C. Required spare parts will be invoiced if the option ‘Spare Parts.Care’ is not part of this

agreement.

6. Software MaintenanceA. Software maintenance is a preventive maintenance and includes selected checks of the

SKIDATA software and operating system. The costs of labor and travel are included.B. Software maintenance is classified into Level 1 and Level 2 activities.

a. Level 1 activities: Patching (operating system, SKIDATA software)b. Level 2 activities: Database maintenance (archiving, indexing, log-file check,

maintenance plan), updates within the same SKIDATA software releaseA detailed list of activities is available on request.

C. The correction of any residual errors in any software products which may be discovered bythe Contractor or by the City will be considered maintenance. Such maintenance will beperformed by the Contractor without additional charge for the duration of this Contract.Suspected errors discovered by the City in the software products will be handled by thefollowing procedure:

a. A listing of the output and a copy of the evidential input data in machine-readableformat will be submitted to the Contractor along with a completed copy of theappropriate Contractor information form and, if appropriate, a listing of the contentsof the memory of the CPU at the time the error was noted.

b. Errors in the software product as verified by the Contractor will be corrected byproviding a new copy of said software product or a new copy of the affected portionsin machine-readable format.

c. The Contractor will be available to assist the City and County in isolating andcorrecting error conditions caused by the City and County’s particular hardware oroperating system at rates specified in this Contract. If the Contractor is called uponby the state to correct an error caused by the City and County’s negligence,modification by the City and County, City and County-supplied data, or machine oroperator failure or due to any other cause not inherent in the original softwareproducts, the Contractor reserves the right to charge the City and County for suchservice on a time and material basis at rates in accordance with the Contract.

U. Errors due to software outages are also considered maintenance and suchmaintenance will be performed by the Contractor without additional charge for theduration of this contract.

7. Performance ReviewA. SKIDATA will provide performance reviews according to the following schedule to analyze the

performance of SKIDATA’s service delivery.

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B. The following performance review types are available.a. Call history export: On request a summary of logged service calls will be provided. The

summary is an export of SKIDATA’s service management application.b. Quarterly report: SKIDATA provides proactive a summary of logged service calls per

quarter. The summary is an export of SKIDATA’s service management application. Itincludes the fulfillment level of the agreed SLA5 and shows basic performancestatistics.

8. Spare Parts CareA. The option ‘SPARE PARTS.CARE’ extends the service agreement with the supply and

installation of spare parts.B. Spares repaired by SKIDATA are refurbished and fully functional. Excluded from the scope of

delivery are spare parts which have been damaged by improper use, vandalism, or weatherconditions.

C. Wear and tear parts are excluded from the scope of delivery:a. Thermo printer headb. Sheer boltsc. Barrier armsU. Short term ticketse. Backup batteries for UPS

9. Anti-Virus ServiceA. The option ‘PROTECT.CARE extends the service agreement with the installation and operation

of an SKIDATA qualified anti-virus solution. All SKIDATA products with Microsoft Windows®based operating systems shall be equipped with an anti-virus service agent. The agentcommunicates via the Internet with the central anti-virus service to get the latest securityupdates (patterns). The agent protects against malicious software infection, detects potentialthreats, and removes them to prevent system downtime.

10. Upgrade careA. The option ‘UPGRADE.CARE’ extends the service agreement with regular upgrades of the

management software of the SKIDATA access solution. Upgrade means the transition fromone major release to the subsequent one. It usually contains some major new features as wellas basic enhancements that extend the functionality of software or hardware.

B. The upgrade includes the required SKIDATA software licenses, the preparation of the upgradeand the installation of upgrade. SKIDATA has a special focus to minimize the downtime of theaccess solution during the upgrade.

C. A prerequisite for the ‘Upgrade.Care’ option is an access solution with a supportedmanagement software (Parking.Logic, Freemotion.Logic, Handshake.Logic) installed.

Section H: Quality Assurance1. System and Hardware Testing

A. The developed system must undergo rigorous unit, system, integration, interface and user

acceptance testing. All software components separately and together shall be tested, asrequired. All data integrations shall also be tested to ensure that the system interacts withother systems as expected. The SKIDATA shall provide detailed test cases, as well as testingstatus updates and resolutions for issues identified.

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Section I: Compliance1. Compliance Review

A. SKIDATA will ensure that the PARCS solution continues to meet all City Policies as well asFederal, State and local laws and regulations

B. SKIDATA will attest to adherence with the following City Policies annually. The City will makeavailable all applicable City policies to SKIDATA.

a. Data Retention Policyb. Department of Financec. ADA policyd. Branding and UX Standardse. Security Policy (MFA)1. Data Protocolsg. PCI Complianceh. lOT Policyi. LPR Policy

Sectioni: Transition Requirements1. In order to implement the new PARCS solution, the City requires an orderly and planned transition

including system configuration rigorous testing, operational and system training and businesscontinuity planning.

2. SKIDATA will be required to produce a detailed transition plan. It is anticipated that the currentPARCS and the new PARCS will operate in parallel until the new system is deemed stable, meetsrequirements and passes final testing and acceptance. The duration of this dual operations willbe detailed during the Design phase of the project. It is important to minimize the duration of dualoperations to reduce technical and operational complexities.

3. A Business Continuity Plan shall be created that prescribes how to conduct business and serveclients following a disruptive event, before restoration of services occurs.

4. Finalize the Service Recovery (aka Disaster Recovery) Plan detailing a plan of action in the eventoperations are disrupted by events such as severe weather, fire, earthquake, malicious activity,or electric utility disruption. Plans should include provisions to update and improve these plansat least annually, or each time services or infrastructure undergoes major changes. Relatedactivities may include IT security classification, risk assessment, and compliance evaluation.

Section K: Price1. SKIDATA will invoice the City for hardware, software, support, maintenance and project costs

according to the pricelist in this section.2. Payments will be made to SKIDATA within 30 days of receipt of invoice

Section L: Optional ScopeThe City can choose to implement the following options provided by SKIDATA:

1. Three year extended PM contract with spare parts.2. Loyalty program through Chauntry, allowing the City to integrate with the Wallis Annenberg

Center and bundle/integrate with Chauntry’s Reservations platform.

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3. E-ticketing that allows the City to send validations/pre-paid tickets via OR code either individuallyor to groups. E-ticketing is provided through SKIDATA sweb services.

4. Sweb validate kiosks.5. Integrated EV stations including charging mount/stand and plugs. Allows transient customer to

pay for parking and charging on one ticket/transaction. Monthly parkers can have charging costssent to their account.

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EXHIBIT B

Service Level Agreements; Interruptions In Service; Suspension And Termination Of Service;

Changes To Service

1. Liquidated DamagesLiquidated damages shall be as set forth in Section 6-9 of the 2018 edition of the “Greenbook:

Standard Specifications for Public Works Construction” and the 2019 Supplements, except that the

sum of Two Hundred and Fifty dollars ($250) per calendar day is amended to Five Hundred dollars

($500) per calendar day. Nothing in this Section shall prohibit the Project Administrator or City

Council from granting the Contractor an extension of time and waiving the liquidated damages.

Section 6-9 “LIQUIDATED DAMAGES” of the 2018 edition of the “Greenbook: Standard

Specifications for Public Works Construction” is as follows, “Failure of the Contractor to complete

the Work within the time allowed will result in damages being sustained by the Agency. Such

damages are, and will continue to be, impracticable and extremely difficult to determine. For each

consecutive calendar day in excess of the time specified for completion of the Work, as adjusted

in accordance with 6-4, the Contractor shall pay to the Agency, or have withheld from monies due

it, the sum of $250, unless otherwise specified in the Special Provision.

Execution of the Contract shall constitute agreement by the Agency and Contractor that $250 per

Day is the minimum value of the costs and actual damage caused by the failure of the Contractor

to complete the Work within the allotted time. Such sum is liquidated damages and shall not be

construed as a penalty and may be deducted from payments due the Contractor if such delay

occurs.”

2. Response TimesContractor will:

Provide expedited response to a service calls by the City or the City’s Parking Operator.

Priority Definition: There are four priority levels for service requests ranging from Priority

1 (Critical) to Priority 4 (Minor). Each priority level will have a required response time, as

further defined in table below.

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3. Service Level Priority Definitions

PriorityScope Examples

Code

1 Emergency: An entire critical sub-system is down or an Any parking facility cannot exitCritical entire parking structure is inoperable, any cars

*Critical sub-systems include application servers (SKIDATA, The Credit Processing System isParking Guidance, Anti-Virus, Domain), data servers down(SKIDATA or PARCS), Credit Card System, LPR System, Card An entire entry or exit plazaAccess System, Intercom System (entire system or two or within a structure is downmore units down in the command center)

2 Urgent: An important sub-system is down or a major aspect A manned cashier booth is downMajor of a parking structure is not functional. Two or more express lanes are

*Important sub-systems include PARCS Workstations, Entry down simultaneously within aLanes (two or more in a single structure), Pay on Foot, Exit single parking structureLanes (two or more in a single structure), Parking SpaceCount System as requested by City

3 Normal: Normal, daily break/fix activity. PGS sensors offlineModerate Coder not functional

• POE lock broken

‘ One of the master handsets inthe Command Center is notfunctionalAn electronic sign at an entry orexit lane is not functional orparking spot counts arereporting incorrect as deemedby parking operator

4 Scheduled Maintenance or Priority 1 — 3 as requested by Routine Scheduled MaintenanceMinor City. activity

If we have permission for delayon Priority 1—3, the authorizedCustomer contact name must belogged

4. City Operational hours

City Operational hours are from 8:00 AM to 5:00 PM, Monday through Friday.

5. Service Level Response Time During Operational Hours

Priority Remote Response On-Site Response

1 1 hours 2 hours of service call2 2 hours 2 hours of service call3(1) 4 hours 8 hours of service call4)1) As Scheduled As Scheduled

6. City after hours

City after hours are defined as any hours outside the City Operational hours.

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7. Service L.evel Response Time During After Hours

Priority Remote Response On-Site Response1 1 hour 2 hours of service call2 2 hours 2 hours of service call or 6 am, whichever is last3(1) 10:00 AM the Next business day 12:00 Noon the Next business day4(1) AsScheduled AsScheduled

(‘) Priority 3 and Priority 4 service requests will be addressed Monday through Friday duringnormal SKIDATA business hours, excluding holidays.

8. Response and report timeContractor will:

Comply with response times according to the Service Level Response Times tables in thiscontract.

Notify the City when a service request can/cannot be resolved and completed during thefirst visit.

Notify the CITY immediately of any unresolved issue and expected time/date whenrequest is anticipated to be resolved. Failure to do so may result in assessment ofpenalties in accordance with Attachment 1 to Exhibit B — Schedule of Deductions.

9. Repair TimeContractor will:

Provide a correction or workaround for Priority one (1) and two (2) errors within twenty-

four (24) hours from CITY’s first reporting to SKIDATA. Failure to do so may result inassessment of penalties in accordance with Attachment 1 to Exhibit B — Schedule ofDeductions.

Provide a correction or workaround for Priority three (3) errors within seventy-two (72)

hours from CITY’s first reporting to SKIDATA. Failure to do so may result in assessment ofpenalties in accordance with Attachment 1 to Exhibit B — Schedule of Deductions.

Provide a correction or workaround for Priority four (4) errors as scheduled by the CITY.Failure to do so may result in assessment of penalties in accordance with Attachment 1to Exhibit B — Schedule of Deductions.

10. Total ServiceContractor will:

Respond to unscheduled service calls for remedial maintenance (as a result of normalwear and tear) performed in response to CITY’s request on a twenty-four (24) hours perday basis throughout the year, including holidays.

11. Contractor ResponsibilitiesContractor will:

Before leaving the Customer’s location and/or closing any service request, SKIDATA willobtain confirmation from the parking operator that a reported problem has been resolvedto the operator’s satisfaction and notify CITY of the fault status. The name of the person

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approving the service request closure must be noted in the service request so that it willappear in the service request reports. Failure to do so may result in assessment ofpenalties in accordance with Attachment 1 to Exhibit B — Schedule of Deductions.

Must follow all CITY procedures for processing service requests and interacting with theCITY.

All CITY rules and regulations must be followed at all times.

Must properly dispose of all trash and debris generated by their activities at the end ofeach workday.

Provide technicians who have a minimum of one (1) year experience on the componenton which they are working and who are factory certified and fully qualified to be engagedin the activity on which they are working. Technicians who do not meet thesequalifications will not be permitted to work on any CITY systems, software, or equipment.

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Attachment 1 to Exhibit B

Schedule of Deductions

In addition to the penalties and deductions set forth elsewhere in this Contract, upon review of a monthly

invoice, City project manager reserves the right to deduct fees from Contractor’s monthly fee payment

under any conditions listed below and per Exhibit A — Scope of Work

DEDUCTIONS -Limited to 20 deductions per month up to the

amount of the parts and labor monthly fee FREQUENCY TOTAL PRICE

Response and/or Repair not completed within timeframe Per OccurrencePer Day $2,000.00

Priority 1

Response and/or Repair not completed within timeframe Per OccurrencePer Day $1,000.00

Priority 2

Response and/or Repair not completed within timeframe Per OccurrencePer Day $500.00

Priority 3

Response and/or Repair not completed within timeframe Per OccurrencePer Day

Priority 4 $250.00

Other Response and/or Report Requirements not met Per Occurrence $100.00Per Day

PCI documentation submitted beyond the allowed two (2) Per Occurrence $500.00business days Per Day

And/or

PCI Compliance requests not addressed

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EXHIBIT C

Compensation, Fee and Payment Schedule including Delivery and AcceptanceRequirements

1. DELIVERY AND ACCEPTANCE

1.1. Right to Perform Acceptance Testing. Prior to accepting Deliverables, City shall have the

right to perform Acceptance Testing to evaluate the Deliverable(s) to ensure they meet

Acceptance Criteria, if any, set forth on the applicable Order Form or Statement of Work.

Contractor shall cooperate with City in the development of Acceptance Criteria that shall

be codified in the applicable Order Form or Statement of Work that will set forth the

location, date, and other specifications of the Acceptance Testing, if any. Acceptance

Testing may occur in one or more phases, depending on the integration of contingent

products, scalability, perfomance tuning or other measurable features or milestones.

1.1.1. Acceptance testing phases may include factory Acceptance Testing (“FAT”), Lane

Acceptance Testing (“LAT”), Operational Demonstration Testing (“ODT”), and any

other tests requested by City to confirm system is operating per specification.

1.2. After an Acceptance Test and if at any time the Service does not conform, City will notify

Contractor in writing within twenty (20) days and will specify in reasonable detail the

identified failures and possible reasons for failure. Contractor will, at its expense, repair

or replace the nonconforming product within fifteen (15) days after receipt of City’s notice

of deficiency.

1.3. If City issues an Acceptance Certificate for an “Acceptance with Exception(s)” City will

list the exception(s) and the date for Contractor’s correction of the Error(s). If Error(s) are

corrected by the listed date(s) City agrees to commence further Acceptance Testing of the

Deliverable or affected portion(s). If the Deliverable passes the Acceptance Tests, City

will issue an Acceptance Certificate.

1.4. If a Deliverable fails a second or subsequent Acceptance Test (or in the event of a single

Acceptance Test, the Acceptance Test) in no event shall there be an increase to the original

price agreed to by the Parties for the Deliverable.

1.5. The foregoing procedure will be repeated until City accepts or finally rejects the

Deliverable, in whole or part, in its sole discretion. In the event that the Service does not

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MASTER SERVICES AGREEMEr4TParking Access and Revenue Control System Replacement and Upgrade

perform to City’s satisfaction, City reserves the right to repudiate acceptance. If City

finally rejects the Service, or repudiates acceptance of it, Contractor will refund to City all

fees paid, if any, by City with respect to the Service.

1.6. If City is not satisfied with Contractor’s performance of the technology related services

described in the Statement of Work, City will so notify Contractor within thirty (30) days

after Contractor’s performance thereof. Contractor will, at its own expense, re-perform the

service within fifteen (15) days after receipt of City’s notice of deficiency. The foregoing

procedure will be repeated until City accepts or finally rejects the technology related

service in its sole discretion. If City finally rejects any technology related service,

Contractor will refund to City all fees paid by City with respect to such technology related

service.

1.7. Contractor warrants that during the term of this Agreement that the Service and any

associated components will not materially diminish during the subscription Term.

2. COMPENSATION AND PAYMENT

2.1. Fee: The fee for the Services and technology related services is described in this Exhibit.

The fee shall be compensation for the complete system for all eighteen (1$) sites, plus the

centralized facility, plus two-year warranty. The fee shall be paid in accordance with

payment milestones.

2.1.1. Invoices may be issued by Contractor upon each milestone achieved per facility:

Milestone Percentage to be invoicedDeposit (based upon order by City facility 40%authorized & equipment order placed)Equipment and software received by Contractor 30%and confirmed by City by facility

Substantial completion (primary functionality 25%confirmed by facility go-live)

Final total retention (issuance of final 5%Acceptance Certificate for the entire systemincluding the final facility)

2.1.2. Each invoice shall reflect the description of work completed, the scheduled value,

work completed (from previous invoices plus current invoice), materials currently

stored by Contractor, Total Completed and Stored to date, Percent complete, Balance

B0785-0001\2530662v1.docPage 75 of 102



to finish, and Retention. Contractor may use the “Contractor’s Application for

Payment” format which presents the information in a summary table.

2.2. Reimbursement Expenses: The fees specified above include all expenses, and no other

expenses shall be separately reimbursed or incurred hereunder for the provision of the

Service(s).

2.3. Invoicing: Contractor must submit an invoice which shall include City contract number,

clear identification of the deliverable(s) that has been completed, and other information

reasonably requested by City. Payment on all uncontested amounts shall be paid within

30 days of receipt of invoice.

2.4. Schedule of Values: Contractor must submit a mutually agreed upon Schedule of Values

within 10 days of notice to proceed.

2.5. Maximum Agreement Liability:

2.5.1. Notwithstanding any other provision of the Agreement, City’s maximum payment

obligation will not exceed $5,365,862.28 (the “Maximum Agreement Amount”).

City is not obligated to execute an Agreement or any amendments for any further

services, including any services performed by Contractor beyond that specifically

described in the attached Exhibits. Any services performed beyond those in the

attached Exhibits are performed at Contractor’s risk and without authorization under

the Agreement.

2.5.1.1. Each facility has a specific “not to exceed” amount, as follows:

facility Name Not to Exceed AmountBeverly North $331,040.66Beverly South $213,107.33Brighton $257,209.08Camden $166,561.47Rexford/Civic Center $263,501.49Beverly-Canon $488,979.92Public Gardens $545,400.97Third Street $207,790.37Bedford $268,178.23Crescent North $146,035.51Crescent South $295,017.49Dayton $149,037.26Crescent $632,855.43

B0785-0001\2530662v1.docPage 76 of 102


City Hall North $42,959.91Library Employee $54,262.89Police Department $33,891.06Command Center& Server $311,506.92Add’! Scope items provided by SKIDATA $181,931.002-Year Warranty with Basic PM Contract $176,052.00Annual Licensing Fees (4 years)* $333,952.44TOTAL $5,365,862.28

*fljjp1j & sweb licensing; Year 1 incldued.

2.5.1.2. Maximum Agreement Amount does not include applicable taxes.

2.5.1.3. Maximum Agreement Amount does not include costs for installation or

mounting of Visual Message Signs (VMS).

2.5.2. City’s payment obligation, whether direct or contingent, extends only to funds

appropriated annually by the City of Beverly Hills City Council, paid into the

Treasury of the City, and encumbered for the purpose of the Agreement. City does

not, by the Agreement, irrevocably pledge present cash reserves for payment or

performance in future fiscal years. The Agreement does not and is not intended to

create a multiple-fiscal year direct or indirect debt or financial obligation of City.

2.6. Optional Scope. The City can choose to implement the following options provided by

SKIDATA with the following pricing.

Optional Items Estimated Cost Annual Fee*3 Year Extended PM Contract w/spare parts $577,500.00Loyalty Program** (Chauntry) $15,000.00sweb.e-Ticketing (14 Car Parks) $14,211.38 $580.00sweb.Validate Kiosks (quantity: 14) $27,350.68Integrated EV Charging* ** $15,000.00TOTAL $649,062.06

*per car park. Year 1 included.

**Additional $0.40/transaction in Year 1, no minimums. Year 2 and beyond, minimum$1,000/month transaction fees. Integrated with Reservations.

***Per two units with eSelector. Allows guest to pay for parking and charging together. Monthlyparkers have charging costs charged to their account.

2.7. Retention Substitution. Five percent (5%) of any progress payment will be withheld as

retention. In accordance with Public Contract Code Section 22300, and at the request and


La Cienega $266,590.85

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expense of the Contractor, securities equivalent to the amount withheld may be deposited

with City or with a State or federally chartered bank as escrow agent, which shall then pay

such moneys to the Contractor. Upon satisfactory completion of the Project (City delivery

of Acceptance Certificate for the system), the securities shall be returned to the Contractor.

Alternatively, Contractor may request that the City make payments of earned retentions

directly to an escrow agent at Contractor’s expense. No such substitutions shall be

accepted until all related documents are approved by the City Attorney.

2.8. Liquidated Damages. All Work shall be completed within 365 calendar days following

the date specified in the written Notice to Proceed from the City, unless otherwise extended

by the City. There will be a liquidated damage $250.00 assessment for each calendar day

that Work remains incomplete beyond the time specified for the completion of the Work

in the Contract Documents.

2.9. Compensation for Delay (per diem). The daily Compensation for Delay shall be $75 and

the monthly Compensation for Delay shall be $1,500.

3. BONDS

3.1. Contractor shall provide faithful performance and payment Bonds, each in a sum equal to

the Contract Price. Bonds must be issued by a California admitted Surety insurer and

submitted using the required City approved forms, which are set forth in the Contract

Documents.

4. WARRANTY

4.1. Two-year warranty shall begin once City has accepted the final completion of system for

all parking facilities. Prices shall remain fixed until City acceptance of the final completion

of the system for all parking facilities and during the two-year warranty. At the end of the

two-year warranty, prices may be increased, then annually thereafter, upon written notice

from Contractor to City and written approval by City, according to All Urban Consumers

Price Index for Los Angeles-Long Beach-Anaheim, CA (1982-1984=100) published by

the United States Department of Labor, Bureau of Labor Statistics, but not to exceed 3%

annually.

ATTACHMENT 1 TO EXHIBIT C

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Factory Acceptance Testing (“FAT”), Lane Acceptance Testing (“LAT”), OperationalDemonstration Testing (“ODT”) criteria and acceptance forms to be submitted and mutually agreedupon within 10 days of notice to proceed.

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ATTACHMENT 2 TO EXHIBIT C

Bond No.

I. BONDS

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Bond No.

PAYMENT BOND

(LABOR AND MATERIALS)

KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Beverly Hills (‘City”), State of California, has awarded to

________________

(“Principal”)

(Name and address of Contractor)

a contract (the “Contract”) for the Work described as follows:

PARKING ACCESS AND REVENUE CONTROLS SYSTEM (PARCS) UPGRADE PROJECT(Project name)

WHEREAS, under the terms of the Contract, the Principal is required before entering upon the performanceof the work, to file a good and sufficient payment bond with the City to secure the claims to which referenceis made in Title 3 (commencing with Section 9000) of Part 6 of Division 4 of the Civil Code.

NOW, THEREFORE, we, the undersigned Principal, and

________________________________________

(Name and address of Surety)

(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held andfirmly bound unto the City and all contractors, subcontractors, laborers, material suppliers, and other personsemployed in the performance of the agreement and referred to in Title 3 (commencing with Section 9000) ofPart 6 of Division 4 of the Civil Code in the penal sum of

_____________________

Dollars ($ ), for materials furnished or labor thereon of any kind, or foramounts due under the Unemployment Insurance Act with respect to this work or labor, that the surety willpay the same in an amount not exceeding the amount hereinabove set forth, and also in case suit is broughtupon this bond, will pay, in addition to the face amount thereof, costs and reasonable expenses and fees,including reasonable attorneys’ fees, incurred by City in successfully enforcing this obligation, to be awardedand fixed by the court, and to be taxed as costs and to be included in the judgment therein rendered.

It is hereby expressly stipulated and agreed that this Bond shall inure to the benefit of any and all persons,companies, and corporations entitled to file claims under Title 3 (commencing with Section 9000) of Part 6 ofDivision 4 of the Civil Code, so as to give a right of action to them or their assigns in any suit brought uponthis Bond.

Should the condition of this Bond be fully performed, then this obligation shall become null and void, otherwiseit shall be and remain in full force and effect.

The Surety hereby stipulates and agrees that no change, extension of time, alteration, or addition to the termsof the Contract or the specifications accompanying the same shall in any manner affect its obligations on thisBond, and it does hereby waive notice of any such change, extension, alteration, or addition.

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IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall for all purposesbe deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below,the name of each corporate party being hereto affixed and these presents duly signed by its undersignedrepresentative(s) pursuant to authority of its governing body.

Dated:

_____________________________________________

“Principal” “Surety”

By:

_____________________________________

By:

_____________________________________

Its Its

By:

_____________________________________

By:

_____________________________________

Its Its

(Seal) (Seal)

APPROVED AS TO FORM:

By:

_______________________________

Laurence S. Wiener, City Attorney

Note: This Bond must be executed in duplicate and dated all signatures must be notarized, and evidence of theauthority of any person signing as attorney-in-fact must be attached. IF CONTRACTOR IS APARTNERSHIP, ALL PARTNERS MUST EXECUTE BOND. DATE OF BOND MUST NOT BE PRIORTO DATE OF CONTRACT. Surety companies executing Bonds must appear on the TreasuryDepartment’s most current list (Circular 570 as amended) and be authorized to transact business in theState where the project is located.

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Bond No.

_________

PERFORMANCE BOND

KNOW ALL PERSONS BY THESE PRESENTS that:

WHEREAS the City of Beverly Hills (City”), has awarded to

_________________________

(‘Principal”)

(Name and address of Contractor)

a contract (the “Contract”) for the Work described as follows:

PARKING ACCESS AND REVENUE CONTROL SYSTEM (PARCS) UPGRADE PROJECT(Project name)

WHEREAS, Principal is required under the terms of the Contract to furnish a Bond for the faithful performanceof the Contract.

NOW, THEREFORE, we, the undersigned Principal, and

________________________________________

(Name and address of Surety)

(“Surety”) a duly admitted surety insurer under the laws of the State of California, as Surety, are held and

firmly bound unto the City in the penal sum of

____________________________________________________

Dollars ($ ), this amount being not less than the totalContract Price, in lawful money of the United States of America, for the payment of which sum well and trulyto be made, we bind ourselves, our heirs, successors executors and administrators, jointly and severally,firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH THAT, if the hereby bounded Principal, his, her or itsheirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well andtruly keep and perform the covenants, conditions and provisions in the Contract and any alteration thereofmade as therein provided, on the Principal’s part, to be kept and performed at the time and in the mannertherein specified, and in all respects according to their true intent and meaning, and shall indemnify and saveharmless the City, its officers, agents and employees, as therein stipulated, then this obligation shall becomenull and void; otherwise, it shall be and remain in full force and effect.

As a part of the obligation secured hereby and in addition to the face amount specified therefor, there shall be includedcosts and reasonable expenses and fees, including reasonable attorneys’ fees, incurred by City in successfully enforcingsuch obligation, all to be taxed as costs and included in any judgment rendered.

The Surety hereby stipulates and agrees that no change, extension of time, alteration or addition to the termsof the Contract or of the Work to be performed thereunder or the specifications accompanying the same shallin anywise affect its obligations under this Bond, and it does hereby waive notice of any such change,extension of time, alteration or addition to the terms of the Contract or to the Work or to the specifications.Surety hereby waives the provisions of California Civil Code 2845 and 2849. The City is the principalbeneficiary of this Bond and has all rights of a party hereto.

Page 84 of 102B0785-0001\2530662v1.doc


MASTER SERVICES AGREEMENT

Parking Access and Revenue Control System Replacement and Upgrade

IN WITNESS WHEREOF, two (2) identical counterparts of this instrument, each of which shall forall purposesbe deemed an original hereof, have been duly executed by Principal and Surety, on the date set forth below,the name of each corporate party being hereto affixed and these presents duly signed by its undersignedrepresentative(s) pursuant to authority of its governing body.

Dated:

___________________________

“Principal” “Surety”

By:

_______________________________________

By:

______________________________________

Its Its

By:

_____________________________________

By:

_____________________________________

Its Its

(Seal) (Seal)

APPROVED AS TO FORM:

By:

________________________________

Laurence S. Wiener, City Attorney

Note: This Bond mt/st be exectited in duplicate and dated, all signatures must be notarizec and evidence of the authority of

any person signing as attorney-in-fact must be attached. If CONTRA CTOR IS A PARTNERSHIP, ALL PARTNERSMUST EXECUTE BOND. DATE Of BOND MUST NOT BE PRIOR TO DATE Of CONTRACT. Surety companies

exectiting Bonds must appear on the Treasury Department’s most current list (Circular 570 as amended) and be

authorized to transact business in the State where the project is located.

Page $5 of 102B0785-0001\2530662v1.doc



EXHIBIT D

Management & Control of Data

1. RIGHTS AND LICENSE IN AND TO DATA

1. 1. The Parties agree that as between them, all rights in and to City Data shall remain the

exclusive property of City, and Contractor has a limited, nonexclusive license to access

and use City Data as provided in this Agreement solely for the purpose of performing its

obligations hereunder.

1.2. All City Data created and/or processed by the Service is and shall remain the property of

City and shall in no way become attached to the Service, nor shall Contractor have any

rights in or to City Data without the express written permission of City and may not

include Protected Information.

1.3. This Agreement does not give a party any rights, implied or otherwise, to the other’s data,

content, or intellectual property, except as expressly stated in the Agreement.

1.4. City retains the right to use the Service to access and retrieve data stored on Contractor’s

Service infrastructure at any time during the term of this Agreement at its sole discretion.

2. DATA PRIVACY

2.1. Contractor will use City Data only for the purpose of fulfilling its duties under this

Agreement and for City’s sole benefit and will not share City Data with or disclose it to

any Third Party without the prior written consent of City or as otherwise required by law.

By way of illustration and not of limitation, Contractor will not use City Data for

Contractor’s own benefit and, in particular, will not engage in “data mining” of City Data

or communications, whether through automated or human means, except as specifically

and expressly required by law or authorized in writing by City.

2.2. Contractor will provide access to City Data only to those Contractor employees,

contractors and Subcontractors (“Contractor Staff’) who need to access City Data to fulfill

Contractor’s obligations under this Agreement. Contractor will ensure that, prior to being

granted access to City Data, Contractor Staff who perform work under this Agreement

have all undergone and passed criminal background screenings; have successfully

completed annual instruction of a nature sufficient to enable them to effectively comply

Page 86 of 10280785-0001\2530662v1.doc



with all data protection provisions of this Agreement; and possess all qualifications

appropriate to the nature of the employees’ duties and the sensitivity of City Data they

will be handling.

2.3. Contractor shall implement and maintain reasonable written security procedures and

practices that are appropriate for all PIT received by Contractor. Unless Contractor agrees

to provide its own security protections for the information it discloses to a third-party

service provider, Contractor shall require all its third-party service providers to implement

and maintain reasonable written security procedures and practices that are appropriate to

the nature of the personal identifying information disclosed and reasonably designed to

help protect the personal identifying information subject to this Agreement from

unauthorized access, use, modification, disclosure, or destruction. Contractor and its

third-party service providers that maintain electronic or paper documents that contain

Protected Information under this Agreement shall develop a written policy for the

destruction of such records by shredding, erasing, or otherwise modifying the Protected

Information to make it unreadable or indecipherable when the records are no longer

needed.

2.4. Contractor may provide City Data to its agents, employees, assigns, and Subcontractors

as necessary to perform the work under this Agreement, but shall restrict access to

Confidential Information to those agents, employees, assigns, and Subcontractors who

require access to perfon-n their obligations under this Agreement. Contractor shall ensure

all such agents, employees, assigns, and Subcontractors sign, or have signed, agreements

containing nondisclosure provisions at least as protective as those in this Agreement, and

that the nondisclosure provisions are in force at all times the agent, employee, assign, or

Subcontractor has access to any Confidential Information. Contractor shall provide copies

of those signed nondisclosure provisions to City upon execution of the nondisclosure

provisions if requested by the City.

3. DATA SECURITY AND INTEGRITY

3.1. All facilities, whether Contractor hosted or Third-Party Hosted, used to store and process

City Data will implement and maintain administrative, physical, technical, and procedural

safeguards and best practices at a level sufficient to provide the requested Service

Page $1 of 10280785-0001\2530662v1.doc



availability and to secure City Data from unauthorized access, destruction, use,

modification, or disclosure appropriate for City Data. Such measures, when applicable

due to the presence of Protected Information, include, but are not limited to, all applicable

laws, rules, policies, publications, and guidelines including, without limitation: (i) the most

recently promulgated IRS Publication 1075 for all Tax Information, (ii) the most recently

updated PCi Data Security Standard from the PCI Security Standards Council for all PCI,

(iii) the most recently issued version of the U.S. Department of Justice, Federal Bureau of

Investigation, Criminal Justice Information Services Security Policy for all CII, (iv) the

California Consumer Protection Act, (v) the Children’s Online Privacy Protection Act

(COPPA), (vi) the family Education Rights and Privacy Act (FERPA), (vii) §24-72-

101 et seq., (viii) the Telecommunications Industry Association (or “Association” or

“TIA”) Telecommunications Infrastructure Standard for Data Centers (TIA-942); (ix) the

federal Health Insurance Portability and Accountability Act for all PHI and the HIPAA

Business Associate Addendum attached to this Agreement, if applicable. Contractor shall

submit to Manager, within fifteen (15) days of Manager’s written request, copies of

Contractor’s policies and procedures to maintain the confidentiality of protected health

information to which Contractor has access, and if applicable, Contractor shall comply

with all HIPAA requirements contained herein or attached as an exhibit.

3.2. Contractor warrants that all City Data will be encrypted in transmission (including via web

interface) and in storage by a mutually agreed upon National Institute of Standards and

Technology (NIST) approved strong encryption method and standard.

3.3. Contractor shall use industry-standard and up-to-date security tools, technologies and

procedures including, but not limited to anti-virus and anti-malware protections and

intrusion detection and reporting in providing Services under this Agreement. Contractor

shall ensure that any underlying or integrated software employed by the Service is updated

on a regular basis and does not pose a threat to the security of the Service.

3.4. Contractor shall, and shall cause its Subcontractors to, do all of the following:

3.4.1. Provide physical and logical protection for all hardware, software, applications, and

data that meets or exceeds industry standards and the requirements of this Agreement.

3.4.2. Maintain system and application security, as well as network security for those

portions of the network not under City control; which includes, but is not limited to,

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intrusion detection (host and network), annual security testing, and improvements or

enhancements consistent with evolving industry standards.

3.4.3. Comply with State and federal rules and regulations related to overall security,

privacy, confidentiality, integrity, availability, and auditing.

3.4.4. Ensure that security is not compromised by unauthorized access to workspaces,

computers, networks, software, databases, or other physical or electronic

environments.

3.4.5. Promptly report all Data hcidents, including Data Incidents that do not result in

unauthorized disclosure or loss of data integrity.

3.4.6. Subject to Contractor’s reasonable access security requirements and upon

reasonable prior notice, Contractor shall provide City with scheduled access for the

purpose of inspecting and monitoring access and use of City Data, maintaining City

systems, and evaluating physical and logical security control effectiveness.

3.4.7. Contractor shall perform current background checks in a form reasonably

acceptable to City on all its respective employees and agents performing services or

having access to City Data provided under this Agreement, including any

Subcontractors or the employees of Subcontractors.

3.4.8. Contractor will provide notice to the security and compliance representative for

City indicating that background checks have been performed. Such notice will inform

City of any action taken in response to such background checks, including any

decisions not to take action in response to negative information revealed by a

background check.

3.4.9. If Contractor will have access to Tax Information under the Agreement, Contractor

shall comply with the background check requirements defined in IRS Publication

1075 and § 24-50-1002, C.R.S.

3.5. If applicable, Contractor shall use, hold, and maintain Confidential and Protected

Information in compliance with all applicable laws and regulations only in facilities

located within the United States, and shall maintain a secure environment that ensures

confidentiality of all Confidential and Protected Information.

3.6. Prior to the Effective Date of this Agreement, Contractor will, at its expense, conduct or

have conducted the following, and thereafter, Contractor will, at its expense, conduct or

Page 83 of 102B0785-0001\2530662v1.doc



have conducted the following at least once per year, and immediately after any actual or

reasonably suspected Data thcident:

3.6.1. A SSAE 16/SOC 2 or other mutually agreed upon audit of Contractor’s security

policies, procedures and controls;

3.6.2. A quarterly external and internal vulnerability scan of Contractor’s systems and

facilities, to include public facing websites, that are used in any way to deliver

Services under this Agreement. The report must include the vulnerability, age and

remediation plan for all issues identified as critical or high;

3.6.3. A formal penetration test, performed by a mutually agreed upon process and

qualified personnel of Contractor’s systems and facilities that are used in any way to

deliver Services under this Agreement.

3.7. Contractor will provide City the reports or other documentation resulting from the above

audits, certifications, scans and tests within seven (7) business days of Contractor’s receipt

of such results.

3.8. Based on the results and recommendations of the above audits, certifications, scans and

tests, Contractor will, within thirty (30) calendar days of receipt of such results, promptly

modify its security measures to meet its obligations under this Agreement and provide

City with written evidence of remediation.

3.9. City may require, at its expense, that Contractor perform additional audits and tests, the

results of which will be provided to City within seven (7) business days of Contractor’s

receipt of such results.

3.10. Contractor shall protect data against deterioration or degradation of data quality and

authenticity, including, but not limited to annual third-party data integrity audits.

Contractor will provide City the results of the above audits.

4. RESPONSE TO LEGAL ORDERS, DEMANDS OR REQUESTS FOR DATA

4.1. Except as otherwise expressly prohibited by law, Contractor will:

4.1.1. If required by a court of competent jurisdiction or an administrative body to disclose

City Data, Contractor will notify City in writing immediately upon receiving notice

of such requirement and prior to any such disclosure;

4.1.2. Consult with City regarding its response;

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4.1.3. Cooperate with City’s reasonable requests in connection with efforts by City to

intervene and quash or modify the legal order, demand or request; and

4.1.4. Upon request, provide City with a copy of its response.

4.2. If City receives a subpoena, warrant, or other legal order, demand or request seeking data

maintained by Contractor, City will promptly provide a copy to Contractor. Contractor

will supply City with copies of data required for City to respond within forty-eight (4$)

hours after receipt of copy from City and will cooperate with City’s reasonable requests

in connection with its response.

5. DATA INCIDENT RESPONSE

5.1. Contractor shall maintain documented policies and procedures for Data Incident and

breach reporting, notification, and mitigation. If Contractor becomes aware of any Data

Incident, it shall notify City immediately and cooperate with City regarding recovery,

remediation, and the necessity to involve law enforcement, as determined by City. If there

is a Data Incident impacting residents of the State of California or any other jurisdiction,

Contractor shall cooperate with City to satisfy notification requirements as currently

defined in either federal, state, or local law. If City can provide evidence of negligence of

Contractor or any of its agents, employees, assigns or Subcontractors are the cause or

source of the Data Incident, Contractor shall be responsible for the cost of notifying each

person who may have been impacted by the Data Incident as required by law. If a Data

Incident is due to the negligence of Contractor, Contractor shall take steps to reduce the

risk of incurring a similar type of Data Incident in the future as directed by City, which

may include, but is not limited to, developing and implementing a remediation plan.

5.2. Contractor shall report, either orally or in writing, to City any Data Incident involving City

Data, or circumstances that could have resulted in unauthorized access to or disclosure or

use of City Data, not authorized by this Agreement or in writing by City, including any

reasonable belief that an unauthorized individual has accessed City Data. Contractor shall

make the report to City immediately upon discovery of the unauthorized disclosure, but in

no event more than forty-eight (48) hours after Contractor reasonably believes there has

been such unauthorized use or disclosure. Oral reports by Contractor regarding Data

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Incidents will be reduced to writing and supplied to City as soon as reasonably practicable,

but in no event more than forty-eight (48) hours after oral report.

5.3. Immediately upon becoming aware of any such Data Incident, Contractor shall fully

investigate the circumstances, extent and causes of the Data Incident, and report the results

to City and continue to keep City informed daily of the progress of its investigation until

the issue has been effectively resolved.

5.4. Contractor’s report discussed herein shall identify: (i) the nature of the unauthorized use

or disclosure, (ii) the data used or disclosed, (iii) who made the unauthorized use or

received the unauthorized disclosure (if known), (iv) what Contractor has done or shall do

to mitigate any deleterious effect of the unauthorized use or disclosure, and (v) what

corrective action Contractor has taken or shall take to prevent future similar unauthorized

use or disclosure.

5.5. Within five (5) calendar days of the date Contractor becomes aware of any such Data

Incident, Contractor shall have completed implementation of corrective actions to remedy

the Data Incident, restore City’s access to the Services as directed by City, and prevent

further similar unauthorized use or disclosure.

5.6. Contractor, at its expense, shall cooperate fully with City’s investigation of and response

to any such Data Incident.

5.7. Except as otherwise required by law, Contractor will not disclose or otherwise provide

notice of the incident directly to any person, regulatory agencies, or other entities, without

prior written permission from City.

5.8. In addition to any other remedies available to City, Contractor will promptly reimburse

City in full for all costs incurred by City in any investigation, remediation or litigation

resulting from any such Data Incident, including but not limited to providing notification

to third parties whose data were compromised and to regulatory bodies, law-enforcement

agencies or other entities as required by law or contract; establishing and monitoring call

center(s), and credit monitoring and/or identity restoration services to assist each person

impacted by a Data Incident in such a fashion that, in City’s sole discretion, could lead to

identity theft; and the payment of legal fees and expenses, audit costs, fines and penalties,

and other fees imposed by regulatory agencies, courts of law, or contracting partners as a

result of the Data Incident.

Page 86 of 102B0785-0001\2530662v1.doc

uocuign Inveiope iu: bo F--ii.1 -4Lt.-bU1 -bLbUU 13bb (J

MASTER SERVICES AGREEMENTParldng Access and Revenue Controt System Replacement and Upgrade

6. DATA RETENTION AND DISPOSAL

6.1. Using appropriate and reliable storage media, Contractor will regularly backup data and

retain such backup copies consistent with City’s data retention policies. At all times while

this Agreement is in effect, Contractor shall ensure that the last two (2) consecutive years

of City’s Data shall be maintained, backed up, retrievable and accessible as per City’s

retention policy for California Fair Political Practices Commission (fPPC) filings at the

time of execution of this Agreement.

6.2. At City’s election, Contractor will either securely destroy or transmit to City repository

any backup copies of City Data. Contractor will supply City a certificate indicating the

records disposed of, the date disposed of’, and the method of disposition used.

6.3. Contractor will immediately preserve the state of the data at the time of the request and

place a “hold” on data destruction or disposal under its usual records retention policies of

records that include data, in response to an oral or written request from City indicating

that those records may be relevant to litigation that City reasonably anticipates. Oral

requests by City for a hold on record destruction will be reduced to writing and supplied

to Contractor for its records as soon as reasonably practicable under the circumstances.

City will promptly coordinate with Contractor regarding the preservation and disposition

of these records. Contractor shall continue to preserve the records until further notice by

City.

7. DATA TRANSFER UPON TERMINATION OR EXPIRATION

7.1. Upon expiration or earlier termination of this Agreement or any Services provided in this

Agreement, Contractor shall accomplish a complete transition of the Services from

Contractor to City or any replacement provider designated solely by City without any

interruption of or adverse impact on the Services or any other services provided by third

parties in this Agreement. Contractor shall cooperate fully with City or such replacement

provider and promptly take all steps required to assist in effecting a complete transition of

the Services designated by City. All services related to such transition shall be performed

by Contractor at no additional cost to City. Contractor shall extend the Agreement monthly

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if additional time is required beyond the termination of the Agreement, if necessary, to

effectuate the transition and City shall pay a proration of the subscription fee.

7.2. Upon the expiration or termination of this Agreement, Contractor shall return City Data

provided to Contractor in a common and readily usable format if requested in writing by

City or destroy City Data and certify to City that it has done so, as directed by City. If

Contractor is prevented by law or regulation from returning or destroying Confidential

Information, Contractor warrants it will guarantee the confidentiality of, and cease to use,

such Confidential Information. To the extent that Contractor is requested to perform any

services beyond the return of City’s Data in connection with termination assistance, the

same shall be performed pursuant to a written statement of work under this Agreement and

paid for by City, applying Contractor’s then-current rates for daily/hourly work, as the

case may be.

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Exhibit E: Certificate of Insurance

—ThACORD CERTIFICATE OF LIABILITY INSURANCE

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIOHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY TNE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITtONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain poticies may require an endorsement A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT Certflca(esNAME:I FAXThe PLEXUS Omupe LLC PHONE (847) 307-61 (XI I (NC. Na( (847) 307-6189Ia/C No, Coil

tL21805W Field Parkway, SIn 300 ADDRESS: cnrtiEoalesplesosgrnupe.com

INOURER(sl AFFORDINO COVERAGE NAICIDeer Park IL 60010 INSERERA: ConTinental Casualty 20443

IN5URED INSURER B: National Fire Insurance Of Hartford 20478

56/DATA, Inc. INSURER C’ Conlinenlal Insurance Company of New Jersey 42805Senlry Control Systems, LLC INSURER 0:

5080 N. 40th Street issumee e’Phoenin AZ 85018 INSURERP:

COVERAGES CERTIFICATE NUMBER: 21-22 GL,AL,WC,UMBR, REVISION NUMBER:THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE EEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY FERIWINDICATED NOTWTHSTAXDINO ANY RECUIREMENT, TERM OF CONDITION CF ANY CONTRAST OR OTHER DOCUMENT WITH RESPECT TO OWICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURM/CE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMSEXCLUSIONS AND COFOITIOCS OP SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS

:655 VOL OUR POLICY EFF POLICY EXPLIE TYPE SF INSURANCE •u30 wa5 POUCY NaIiPH /MW00NYYY? ‘WODfrflE) LASTS

CONBIERCIAL GENERAL LIA8IUTY EACH OCCURRENCE S 1,000,000

SAMAOE TO RENTED 1,000,000PREMISES lEe mnurmnnoI

A

CLAIBSMADE OCCUR

9045618249 01/01/2501 D1XI1/2022

MED NAP Ides ow wroonl 15,000

PERSOnAL E ADV INJURY 1,000,000

OEN’LADORED.STE LIMIT APPLIES FUR GENERAL AGGREGATE 5 2,000,000

FOLICY [ RA 5?- PVFAGO 2,000,000JECT U LOC PRODUCT8 COM

—

—

AUTOMOBILE LIABILITY COMEINED EINOLE LIMIT 5 1,000,500lEo onodenl/

)< ANYAUTO BODILY INJURYIFe, wreonl

B OWSED SCHEDULED B04SB1B235 01/01/2021 01/01/2022 800ILYINJURYIPO,emBonIIAUTOS ONLY L—J AUTOSHINES I I NON-O#RES PROPERTY DAMAGEAUTOS ONLY

j_,,_,,AUTOS ONLY — — IFeramiaoor:

EACH OCCURRENCE 5 5,000,000)< UMBRELLALIAB OCCUR

6045618252 01/01/2021 01/01/2022A EXCESS LIRE I CLNIMSMASE AGGREGATE 0 5,000,000

DES I XI RETENTION S 10,000 —

—

.NORKERS COMPENSATION n,I PEN I 0TH-“I STATUTE I I ERABE EMPLOYEES’ LIABILflY YIN i,ooo,oooANY PROPRIETON/PARTNERIEXECUTISE

“ OFFICERINEMEEP EXCLUDES’ fl N/A 6081602806 / 6081602687 01/01/2021 01/01/2022 E.L. EACHACCIDENT

IMoodetom In NE) S L DISEASE - ER EMPLOYEE $ 1000,000It yes, anornun underDESCNIR’ION OP OPERATIONS wIns — — E L DISEASE- POIJCY LIMIT 5 1,000,000

Each Claim $10,900,000Technology Errors & Omissions

C lncladeo Cyber/Privacy 652179225 01/01/2021 01/01/2022 Aggregate $10,000,000

DESCRIPTION OP OPERATIONS I LOCATIONS I VEHICLES IACONO 151, AddlIlanal Remarks dehedalo, may ba ananhed It m on space is roqoiroA

Cortificato is issued as eSidenoe of 500erage.

CERTIFICATE HOLDER CANCELLATION

SHOULDANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE BELL BE DEUVERED INACCORDANCE WITH THE POLICY PROVISIONSEvidnnce Of Coverage

AuTHORIZED REPRESENTATIVE

SATE IMMWDIYYYYI

03/26/2021

SIEES-2S15ACORD CORPORATION. All rights reServed.ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD

B0785-0001\2530662V1.dOcPage 89 of 102

uocusign tnveiope lii: 13S599EF5-3251 408U-SU61 -6CE007865579


AGENCY CUSTOMER ID: 00003269

0065cc PaME9IN05500The PLEXUS Groups LLC 9KIDATA, INC

POLICY 565555

CORPSe SOC COOS

EPPECTME OOTE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

FORMNUMRER: 25 FORM TITLE: CertficoteofLiobil6y Insurance Notes

Policy: Crbc,o LabilityPolicy Term: 110112021 - 110112022Policy Cacier: Federal Insurance CoripacyPolicy Ncznbsr. 9260-5913UrnS: $3900000Aqqregats- 990,0W Dod.

ACUNU Wi (ZUUUIU1) ‘uuun”.’wnrwnn rain. Allrlghtsresewed.

The ACORD same and logo are registered marks of ACORD

‘-1€ACORD

LOC

ADDITIONAL REMARKS SCHEDULE Page at

B0785-0001\2530662v1.docPage 90 of 102



AGENCY CUSTOMER ID:

___________

ThACORD ADDITIONAL REMARKS SCHEDULE

AGENCY PARMEOINOEREO

The PLEXUS Grnupe LLC ORIOATA, Inc

POLICY Nuagos

CAIER ARC CODE

EPPEcTrAE DATE;

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,

F ORM N UMBER: 25 F ORM TITLE: Certificate of Liability Inuurance Nctes

the TechnoIo Errors and Onisnions Lability Insurance is”Claims-Made’ coverage. Cairns adtystrnent expenses hducing attorney feeewit reduce thelinsto of atsurance.Retread—c Date: 02/22/2005

- Deductible: 550000 each claim

The General Lability Insurance nckrdesthefdiowirrg:

- Additional Insured Blanket, Pereons or orgarizatians sutjecttoa writes contract or agreement.

- Transfer ofwsher of right of recovery against others Blanket, subject to wrdteocontract or agreement.

- Primary, Non-contributory Insurance Blanket, Persons or organizations subject to awritten contract or agreement

- Additional Insured Blanket, Persona or Organoations pursuantto a unison contract cr agreement arising net of ongoing operations.

- Additional Insured. Eluoket, Persons or Organtations pursuantto a nelsen contract cr agreement, arising out of completed operations

- Pratirey, Non-Contributory Insurance Blanket Persons or Organizations subject to araneon contract or agreement

- Thorn in no dndrmtlbla for General Uabitty.

The Technologr Errors & 0 mssions Insarance includes the following

- VicartousAddibonal Insured. Blanket subject to neiffnn contract or agreement- Primary and Non-Cnntribatary: Blanket sublnct to wrEns contract or agreement

Property With Transit! InstallationCarrier Continental Insurance CnmpapePolicy tIM 0076047015Policy Dates: Ot/01!2021 - 01!01t2022Spactat Form! Replacement CostInstaltabon Floater: $5000000Property inTrannt: $t,000,000Temp Stcragn: $2,000,000 per locationDeductible $50,000Additional subltmitiodeductibles applj for Earthquake and Flood

ACORD 101 (2008101)

The ACORD name aed lego are registered marks oFACORD

© 2008 ACORD CORPORATION. All rtghts rewed.

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EXHIBIT F

INSURANCE REQUIREMENTS

1.1 Commencement of Work: The Contractor shall not commence work under this Contract until

all insurance required under this section has been obtained by Contractor and approved by

City; nor shall Contractor allow any Subcontractor to commence work until all similar

insurance required of Subcontractor has been so obtained and accepted.

1.2 Liability Insurance: Contractor shall procure and maintain for the duration of the contract,

insurance against claims for injuries to persons or damage to property which may arise from

or in connection with the performance of the work by Contractor, his agents, representatives,

employees or Subcontractors, pursuant to Contractor’s proposal or any subsequent contract.

Insurance shall be of the type, in the amounts and subjects to the provisions described below.

1.2.1 Contractor shall at all times during the term of this Agreement carry, maintain, and keep in

full force and effect, insurance as follows:

1.2.1.1 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, and Two

Million Dollars ($2,000,000) in the aggregate, against any personal injury, death, loss or

damage resulting from the wrongful or negligent acts by Contractor. The Umbrella

SKIDATA limit is Five Million Dollars ($5,000,000) and provide additional coverage in

excess of the City minimum coverage requirement.

1.2.1.2 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.

1.2.1.3 Workers’ compensation insurance as required by the State of California.

1.2.1.4 A policy or policies of Professional Liability Insurance (errors and omissions) with

minimum limits of One Million Dollars ($1,000,000) per claim and Two Million Dollars

($2,000,000) 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.

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1.2.1.5 A policy or policies of Technical Errors and Omissions and Cyber Liability Insurance

with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two

Million Dollars ($2,000,000) in the aggregate, against any loss or damage resulting from

data breaches and/or the wrongful or negligent acts by Contractor.

1.2.1.6 A policy or policies of Employers Liability and Crime Insurance coverage with minimum

limits of Five Hundred Thousand Dollars ($500,000) per claim

1.2.2 Contractor shall require each of its Subcontractors to maintain insurance coverage which

meets all of the requirements of this Agreement.

1.2.3 The policy or policies required by this Agreement shall be issued by an insurer admitted in

the State of California with a rating of at least an A; XV in the latest edition of Best’s

Insurance Guide.

1.2.4 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.

1.2.5 At all times during the term of this Agreement, Contractor shall maintain on file with the

City Clerk a certificate or certificates of insurance 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 Clerk such certificate or certificates. The general,

automobile, and excess liability insurance shall contain an endorsement naming City as an

additional insured.

1.2.6 The general liability and vehicle liability 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.

1.2.7 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.

1.2.8 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-

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insured retentions with respect to City, or Contractor shall procure a bond guaranteeing

payment of losses and expenses.

1.2.9 This insurance coverage amounts required under the Agreement do not limit City’s right

to recover against Contractor and its insurance carriers.

1.2.10 In the event Contractor does not maintain current, valid evidence of insurance on file with

City, City may, at its option, withhold payment of any moneys owed to Contractor, or

which it subsequently owes to Contractor, until proper proof is filed.

1.3 No Limitation on Indemnity

1.3.1 The insurance provisions shall not be construed to limit Contractor’s indemnity obligations

contained in these Contract Documents.

1.3.2 In addition, Contractor shall guarantee and warranty all work against defective

workmanship and materials furnished by Contractor for a period of two (2) years from the

date the work was completed and accepted by City.

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EXHIBIT G

Terms for Compliance with California Labor Law Requirements

Section 1. CONTRACTOR acknowledges that the project as defined in this Agreement

between CONTRACTOR and CITY, to which this Agreement to Comply with California Labor

LawRequirements is attached and incorporated by reference, is a “public work” as defined in

Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code

(“Chapter l”),and that this Agreement is subject to (a) Chapter 1, including without

limitation Labor Code Section 1771 and (b) the rules and regulations established by the Director

of Industrial Relations (“DIR”) implementing such statutes. CONTRACTOR shall perform all

work on the project as a public work. CONTRACTOR shall comply with and be bound by all

the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein.

Section 2. California law requires the inclusion of specific Labor Code provisions in certain

contracts. The inclusion of such specific provisions below, whether or not required by California

law, does not alter the meaning or scope of Section 1 above.

Section 3. CONTRACTOR shall be registered, if required, with the Department of Industrial

Relations in accordance with California Labor Code Section 1725.5, and has provided proof of

registration to CITY prior to the effective date of this Agreement. CONTRACTOR shall not

perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5.

CONTRACTOR and subcontractors shall maintain their registration with the DIR in effect

throughout the duration of this Agreement. If CONTRACTOR or any subcontractor cease to be

registered with DIR at any time during the duration of the project, CONTRACTOR shall

immediately notify CITY.

Section 4. Pursuant to Labor Code Section 1771.4, CONTRACTOR’s services are subject to

compliance monitoring and enforcement by DIR. CONTRACTOR shall post job site notices, as

prescribed by DIR regulations.

Section 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem

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wages for each craft, classification, or type of worker needed to perform the Agreement are on

file at City Hall and will be made available to any interested party on request. CONTRACTOR

acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem

wages, and CONTRACTOR shall post such rates at each job site covered by this Agreement.

Section 6. CONTRACTOR shall comply with and be bound by the provisions of Labor Code

Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the

penalties for failure to pay prevailing wages. CONTRACTOR shall, as a penalty to the CITY,

forfeit two hundred dollars ($200) for each calendar day, or portion thereof for each worker

paid less than the prevailing rates as determined by the DIR for the work or craft in which the

worker is employed for any public work done pursuant to this Agreement by CONTRACTOR

or by any subcontractor.


Section 1776, which requires CONTRACTOR and each subcontractor to (1) keep accurate

payrolirecords and verify such records in writing under penalty of perjury, as specified in

Section 1776, (2) certify and make such payroll records available for inspection as provided by

Section 1776, and (3) inform the CITY of the location of the records.


Sections 1777.5, 1777.6 and 1777.7 and California Administrative Code title 8, section 200 et

seq.concerning the employment of apprentices on public works projects. CONTRACTOR shall

be responsible for compliance with these aforementioned Sections for all apprenticeable

occupations. Prior to commencing work under this Agreement, CONTRACTOR shall provide

CITY with a copy of the information submitted to any applicable apprenticeship program.

Within 60 days after concluding work pursuant to this Agreement, CONTRACTOR and each

of its subcontractors shall submit to the CITY a verified statement of the journeyman and

apprentice hours performed under this Agreement.

Section 9. CONTRACTOR acknowledges that eight hours labor constitutes a legal day’s work.

CONTRACTOR shall comply with and be bound by Labor Code Section 1810.

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CONTRACTOR shall comply with and be bound by the provisions of Labor Code Section 1813

concerning penalties for workers who work excess hours. CONTRACTOR shall, as a penalty

to the CITY, forfeit twenty-five dollars ($25) for each worker employed in the performance of

this Agreement by CONTRACTOR or by any subcontractor for each calendar day during which

such worker is required or permitted to work more than eight hours in any one calendar day and

40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter

1, Article 3 of the Labor Code. Pursuant to Labor Code section 1815, work performed by

employeesof CONTRACTOR in excess of eight hours per day, and 40 hours during any one

week shall be permitted upon public work upon compensation for all hours worked in excess of

eight hours per day at not less than one and one-half times the basic rate of pay.

Section 10. California Labor Code Sections 1860 and 3700 provide that every employer will be

required to secure the payment of compensation to its employees. In accordance with the

provisions of California Labor Code Section 1861, CONTRACTOR hereby certifies as follows:

“I am aware of the provisions of Section 3700 of the Labor Code

which require every employer to be insured against liability for

workers’ compensation or to undertake self-insurance in

accordance with the provisions of that code, and I will comply

with such provisions before commencing the performance of the

work ofthis contract.”

Section 11. for every subcontractor who will perform work on the project, CONTRACTOR

shalibe responsible for such subcontractor’s compliance with Chapter 1 and Labor Code

Sections 1860 and 3700, and CONTRACTOR shall include in the written contract between it

and each subcontractor a copy of those statutory provisions and a requirement that each

subcontractor shall comply with those statutory provisions. CONTRACTOR shall be required

to take all actions necessary to enforce such contractual provisions and ensure

subcontractor’s compliance, including without limitation, conducting a periodic review of the

certified payroll records of the subcontractor and upon becoming aware of the failure of the

subcontractor to pay his or her workers the specified prevailing rate of wages. CONTRACTOR

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shall diligently take corrective action to halt or rectify any failure.

Section 12. To the maximum extent permitted by law, CONTRACTOR shall indemnify, hold

harmless and defend (at CONTRACTOR’s expense with counsel reasonably acceptable to the

CITY) the CITY, its officials, officers, employees, agents and independent contractors serving

in the role of CITY officials, and volunteers from and against any demand or claim for damages,

compensation, fines, penalties or other amounts arising out of or incidental to any acts or

omissions listed above by any person or entity (including CONTRACTOR, its subcontractors,

and each of their officials, officers, employees and agents) in connection with any work

undertaken orin connection with the Agreement, including without limitation the payment of all

consequential damages, attorneys’ fees, and other related costs and expenses. All duties of

CONTRACTOR under this Section shall survive termination of the Agreement.

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EXHIBIT H

PCI DSS COMPLIANCE

1. If Contractor is directly involved in the processing, storage, or transmission of cardholder

data on behalf of City as part of this Agreement, this Section applies. Any Contractor who

provides or has access to software, systems, hardware, or devices which process and/or

interact with payment card information or payment cardholder data must be compliant with

the current version of the Payment Card Industry Data Security Standard (PCI DSS).

2. Contractor covenants and agrees to comply with Visa’s Cardholder Information Security

Program (CISP), MasterCard’s Site Data Protection Rules (SDP), and with all other credit

card association or National Automated Clearing House Association (NACHA) rules or

rules of member organizations (“Association”), and further covenants and agrees to

maintain compliance with the PCI DSS, SDP, and (where applicable) the Payment

Application Data Security Standard (PA-D S 5) (collectively, the “Security Guidelines”).

Contractor represents and warrants that all of the hardware and software components

utilized for City or used under this Agreement is now PCI DSS compliant, and will be

during the term of this Agreement. All service providers that Contractor uses under the

Agreement must be recognized by Visa as PCI D$S compliant. Contractor further agrees

to exercise reasonable due diligence to ensure that all of its service providers (as defined

by the PCI Security Council), agents, business partners, contractors, Subcontractors and

any person or entity that may have access to credit card information under this Agreement

maintain compliance with the Security Guidelines and comply in full with the terms and

conditions set out in this Section. Contractor further certifies that the equipment, as

described herein, will be deployed in a manner that meets or exceeds the PA DSS and/or

PCI certification and will be deployed on a network that meets or exceeds PCI standards.

Contractor shall demonstrate its compliance with PCI DSS by annually providing City an

executed Attestation of Compliance (AOC). Contractor must provide verification to City,

prior to start up and ongoing annually during the term of this Agreement, that all modules

of Contractor’s system(s) that interface with or utilize credit card information in any

manner or form of collection are PCI DSS compliant. If the Contractor is a service provider

involved in the processing, storage or transmission of cardholder data or sensitive

authentication data (collectively “Data Handling”) on behalf of City that would result in

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Data Handling being included in Citys PCI scope through connected software or

components, then the Contractor must provide a PCI Responsibility Matrix (or “Matrix”)

to be attached to this Agreement as Exhibit I. The Matrix must identify where

responsibility resides for each PCI control requirement, whether it be with the Contractor,

City or shared by both. Any PCI control requirements that do not apply should be indicated

along with any pertinent notes.

3. Contractor shall not retain or store CAV2/CVC2/CVV2/CD or such data prohibited by

PCI DSS subsequent to authorization of a credit card transaction, shall prohibit disclosure

of any and all cardholder information, and in the event of a compromise of credit card

information of any kind, Contractor shall notify City in writing consistent with the Data

Incident response notification requirements of this Agreement, and shall provide, at

Contractor’s sole expense, all necessary and appropriate notification to parties and persons

affected by such disclosure and compromise. Invocation of this provision and associated

expense borne by Contractor shall be capped at twenty-five thousand ($25,000.00) USD.

4. If any Association requires an audit of Contractor or any of Contractor’s Service

Providers, agents, business partners, contractors or Subcontractors due to a data security

compromise event related to this Agreement, Contractor agrees to cooperate with such

audit. If as a result of an audit of City it is determined that any loss of information is

attributable to Contractor, Contractor shall pay City’s reasonable costs relating to such

audit, including attorney’s fees. No review, approval, or audit by City shall relieve

Contractor from liability under this section or under other provisions of this Agreement.

Invocation of this provision and associated expense borne by Contractor shall be capped

at twenty-five thousand ($25,000.00) USD.

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Exhibit I: PCI Responsibility Matrix (to be submitted and mutually agreed upon in writing

within 10 days of the notice to proceed)

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Exhibiti: Implementation Schedule (to be submitted and mutually agreed upon within 10days of notice to proceed)

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DocuSignCertificate Of Completion

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Document Pages: 109 Signatures: 5 Envelope Originator:Certificate Pages: 3 Initials: 0 Lucy QuitalteAutoNav: Enabled 455 N. Rexford DriveEnvelopeld Stamping: Enabled Beverly Hills, CA 90210Time Zone: (UTC-08:00) Pacific Time (US & Canada) [email protected]

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