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AS-NEEDED MAINTENANCE AND TRADE SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 15th day of July, 2014 by and between Bel Air Mechanical Inc., ("Contractor") a Corporation, whose address 1717 Solano Way#40, Concord, CA 94520 and the CITY OF PLEASANTON, a municipal corporation ("City"). RECITALS A. Contractor is qualified and experienced in providing the work or services set forth in Exhibit A of this Agreement. B. City finds it necessary and advisable to obtain work or services from Contractor on an as- needed basis. NOW THEREFORE, in consideration of the mutual covenants and conditions in this Agreement, City and Consultant agree as follows: 1. Term. The term of this Agreement commences on the date written above and will expire on June 30, 2015, unless the City exercises its option to extend the contract for an additional year. If City elects to extend the Agreement, it shall notify the Contractor in writing that the contract is being extended. 2. Services to be Performed. Contractor shall perform, or cause to be performed, the type of work or services described in Exhibit A. This Agreement does not obligate the City to utilize Contractor exclusively for the kind of work or services set forth in Exhibit A and incorporated herein by reference. The City reserves the right to select other contractors for these services as the City desires. When requested by the City, Contractor will submit a written estimate detailing the cost to perform the requested work or services. If the Contractor's estimate is agreeable to the City, the City shall issue a Work Authorization Letter detailing the work or services to be performed and setting forth the compensation to be paid to Contractor. Work Authorization Letters shall be signed by the City and the Contractor prior to commencement of the work and thereafter shall be incorporated into this Agreement as Exhibit B. 3. Compensation. Compensation for an individual Work Authorization shall not exceed $100,000. Total compensation under this Agreement for all Work Authorizations issued in the initial year of this Agreement shall not exceed $100,000. If the City extends the Agreement an additional year, total compensation for the second year shall not exceed $100,000. Payment shall be made within thirty (30) days of receipt of Contractor's invoice and approval by City. 4. Indemnification. Contractor shall hold harmless, defend, and indemnify the City, its officers, agents and employees ("Indemnitees"), against any and all claims, costs, demands, causes of action, suits, losses, expenses, attorney's fees, or liability, arising from or in any manner related to Contractor's (includes Contractor's employees, agents, or subcontractors) negligent act or omission, Page 1 of 5