AGENDA REPORT
Meeting Date: February 8, 2022
Item Number:
To: Honorable Mayor & City Council
From: Laura Biery, Marketing and Economic Sustainability Manager Cindy Owens, Policy and Management Analyst
Subject: APPROVAL OF THE BEVERLY HILLS CITY COUNCIL CVB /
MARKETING COMMITTEE RECOMMENDATIONS TO AMEND THE
AGREEMENT WITH THE BEVERLY HILLS CONFERENCE AND
VISITORS BUREAU TO ADD ADDITIONAL SCOPE OF WORK AND
INCREASE THE CONSIDERATION OF THE FISCAL YEAR 2021-2022 AGREEMENT;
AUTHORIZE THE CITY MANAGER TO EXECUTE AMENDMENT NO.
1 TO THE AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS
AND THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU
FOR PROMOTION OF THE CITY FOR FISCAL YEAR 2021-2022; AND APPROVAL OF A FISCAL YEAR 2021-2022 CHANGE PURCHASE
ORDER FOR THE BEVERLY HILLS CONFERENCE AND VISITORS
BUREAU IN THE AMOUNT OF $50,000 FOR A TOTAL NOT TO
EXCEED AMOUNT OF $3,480,990
Attachments: 1. CVB Presentation Deck from February 1, 2022
2. Original Agreement with the Beverly Hills Conference and Visitors Bureau (227-21)
RECOMMENDATION
Staff recommends the City Council:
1) Authorize the City Manager to execute Amendment No. 1 to the agreement with the Beverly Hills Conference and Visitors Bureau for promotion of the City for Fiscal Year 2021-2022;
2) Approve a change purchase order in the amount of $50,000 for a total not to exceed of $3,480,990; and
3) Waive the bidding requirements per Beverly Hills Municipal Code 3-3-204 (E) as the Beverly Hills Conference and Visitors Bureau, through its mission and partnership with the City, represents certain unique aspects of performing D-13
Meeting Date: February 8, 2022
marketing while maintaining the City’s brand thus it would be in the best interest of the City to continue to utilize this vendor for these services.
INTRODUCTION
This item seeks City Council approval of the Beverly Hills City Council Liaison CVB / Marketing Committee (Mayor Bob Wunderlich and Vice Mayor Lili Bosse) recommendation to expand the scope of work of the Beverly Hills Conference and Visitors Bureau (CVB) to include the production and distribution of the “Feel Good” TV Campaign.
Additionally, this item requests the City Council authorize the City Manager to execute Amendment No. 1 to the Agreement with the CVB for this work and to increase the consideration of the Agreement by $50,000 for a total not to exceed of $3,480,990 as well as approve a corresponding Fiscal Year 2021-2022 change purchase order.
DISCUSSION
The CVB has put together a strategy to help continue to reinforce that the City of Beverly Hills is open and welcoming world-class events, and has many new development projects underway. The “Feel Good” TV Campaign is focused on combatting negative press to reinforce that Beverly Hills is indeed open for business and tourism travelers alike. One element of this strategy is a TV Commercial shoot featuring Beverly Hills that will play primetime on KABC, KTLA and streaming services. The CVB will own the content and can look to revise the content for international markets as well as replay the video at other times of the year on owned channels.
The TV Commercial would air for approximately eight weeks. It would focus on the domestic target markets of Los Angeles, San Diego, San Francisco and New York. The TV Commercial Deck from the February 1, 2022 City Council CVB / Marketing Liaison Committee Meeting (Attachment 1) provides detail regarding the proposed marketing initiative and scope of work.
The CVB’s current Fiscal Year 2021-2022 agreement (Attachment 2) is for a total not to exceed amount of $3,430,990. The “Feel Good” TV Campaign was not part of the original Work Plan Budget for the CVB for Fiscal Year 2021-2022.
FISCAL IMPACT
The CVB estimates the total cost for both production and advertising of the TV Commercial campaign to be $350,000. The CVB has identified $300,000 in available funding for this effort namely from the following sources:
$100,000 in the Domestic Marketing line item within the current CVB Fiscal Year 2021-2022 budget
$200,000 in the buffer (previously set aside CVB funding to close any possible gap in Transient Occupancy Tax if it were to occur)
The Finance Department will be presenting a mid-year budget update at the February 15, 2022 City Council Meeting; however in advance of that presentation, the Finance Department has concurred that a gap in Transient Occupancy Tax revenue is not currently anticipated for Fiscal Year 2021-2022. Thus the CVB may choose to utilize the $200,000 in the buffer toward this effort.
The CVB is requesting the City provide $50,000 in funding for the “Feel Good” TV Campaign. If approved, staff has confirmed with the Finance Department that funding is Meeting Date: February 8, 2022
available in the City Council approved Tourism and Marketing budget (00101311) for Fiscal Year 2021-22 for this Campaign.
Jeff Muir
Finance Director
Gabriella Yap
Deputy City Manager
Concurred By Approved By
Attachment 1
Beverly Hills “Feel Good”
Campaign Review and Proposal
Counter Negative Press
In response to recent negative press focused on crime in Los Angeles and Beverly Hills, BHCVB, has put together a strategy to help continue to reinforce that the city is open, welcoming word-class events and has many new development projects underway. The following tactics are either being executed or being proposed:• Talking points to answer any questions media or customers may have.
These have been distributed to all of BHCVB’s global agencies and to the hotels. • Press release outlining all development and new businesses. This will be distributed week of January 31.
• Commercial shoot featuring Beverly Hills that will play primetime on ABC, KTLA and streaming services. BHCVB will own the content and can look to revise for international markets and replay at other times of the year on owned channels.
Incremental
Funding Request
Incremental Funding Request For Commercial Shoot
Funding Source Budget ExplanationProgram Cost 350,000 $ Includes production and distribution to San Francisco, LA County, Orange County, San Diego and New York BHCVB Current Domestic Marketing Budget 100,000 $
Budget comes from spring campaign fund
BHCVB Buffer 200,000 $
BHCVB would replace this with any remaining unspent funds ("carryover") from FY 21/22 City via Funding Request 50,000 $
We would ask that the city provide $50,000 to make sure we can reach necessary audiences Thank You
Attachment 2
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 AGREEMENT NO.
I 221-21 I
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE
BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR
PROMOTION OF THE CITY FOR FISCAL YEAR 2021-2022
NAME OF CONTRACTOR:
RESPONSIBLE PRINCIPAL OF
CONTRACTOR:
CONTRACTOR'S ADDRESS:
CITY'S ADDRESS:
COMMENCEMENT DATE:
TERMINATION DATE:
CONSIDERATION:
B0785-0001\2547723v4.doc
Beverly Hills Conference and Visitors Bureau
Julie Wagner, CEO
9400 Santa Monica Blvd.
Beverly Hills, CA 90210
Attention: Julie Wagner, Chief Executive
Officer
City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: George Chavez, City Manager
July 1, 2021
June 30, 2022
Not to exceed $3,430,990
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630
AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE
BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR
PROMOTION OF THE CITY FOR FISCAL YEAR 2021-2022
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called "CITY"), and the Beverly Hills Conference and Visitors Bureau (hereinafter called "CONTRACTOR" or "CVB").
RECITALS
A. CVB is located in the City of Beverly Hills and has special knowledge and experience to conduct or participate in promotional, publicity, and advertising activities for the benefit of CITY.
B. CITY desires to engage CVB for marketing and special events for the benefit of CITY.
C. Section 37110 of the State Government Code authorizes the expenditure of monies for promotions.
D. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the "Scope of Work"), attached hereto and incorporated herein.
E. CVB represents that it is qualified and able to perform the Scope of Works.
NOW, THEREFORE, the parties agree as follows:
Section 1. CVB's Scope of Work.
CVB shall perform the Scope of Work described in Exhibit A, attached hereto and incorporated herein, in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CVB under $25,000 may be done without approval of CITY; however, CVB shall notify the City Manager, CITY's Marketing and Economic Sustainability Manager, and/or the City Manager's designee by close of the fiscal year of such change.
For reallocations between $25,001 - $50,000, CVB must obtain prior written approval from the City Manager, with a copy of the request sent to the Beverly Hills City Council Liaison I CVB I Marketing Committee and/or the City Manager's designee prior to reallocation of the funding.
For reallocations above $50,000, CVB must obtain prior written approval from the Beverly Hills City Council Liaison I CVB I Marketing Committee at an agendized meeting prior to reallocation of the funding.
2 B0785-0001\2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 Section 2. Ownership of Work Product.
(a) Unless otherwise agreed upon in writing, all reports, documents, or other written or visual material or any other material in any media, including any images, taglines, logos, or other media created or developed by CVB or any third party contracted by the CVB, in the performance of this Agreement, whether or not paid in whole or in part by the funding provided by this Agreement ('Work Product") shall be and remain the property of CITY without restriction or limitation upon its use or dissemination by CITY. All Work Product shall be considered to be "works made for hire," and all such Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be and remain the property of CITY without restriction or limitation upon their use, duplication or dissemination by CITY. CVB shall not obtain or attempt to obtain copyright protection as to any of the Work Products.
(b) CVB hereby irrevocably assigns exclusively to CITY, all right, title and interest in such trademarks and/or copyrights or other intellectual property rights in the Work Products. CVB shall take all acts requested by CITY in order to enforce CITY's rights under this Section.
(c) CVB shall not retain ownership of or any right, title or interest in any of the Work Products, including, but not limited to, in any related trademarks, copyrights, or other proprietary rights. CITY and CVB agree that the Work Product and all such rights, title and interest in or to the Work Products belong to and are being sold and assigned in their entirety to CITY for whatever use it desires, and that CITY does and shall at all times own, solely and exclusively, complete and unencumbered, all right, title and interest in and to all of the Work Product worldwide, any modifications thereto and any derivative works based thereon (including, but not limited to, all patent, copyright, trademark, service mark and trade secret rights). Nothing contained herein shall be deemed to constitute a mere license or franchise in CITY. The parties further agree that CITY will be free to use, modify, distribute, sell, license or otherwise exploit all such Work Products and any modifications to or derivative works based thereon without any restrictions or limitations or any obligations or payments to CVB and that CVB shall have no such rights.
(d) From time to time CVB will engage photographers to take photographs or will purchase images for use in CVB's marketing campaigns, collateral or other uses. As to those third party photographs or images whereby CVB negotiates to purchase not only the photograph or image but also the copyright or other intellectual property rights, the provisions of this Section 4 will apply. As to those third party photographs or images whereby CVB negotiates to purchase only the use of the photograph or image and the copyright is maintained with the photographer, the provisions of this Section 4 will not apply.
(e) This Section shall survive termination of this Agreement.
Section 3. Time of Performance.
CVB shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CVB shall complete the performance of services by the Termination Date set forth above and/or in conformance with the project timeline established by the City Manager or his/her designee.
B0785-0001 \2547723v4.doc
OocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 Section 4. Compensation.
(a) Compensation
CITY agrees to compensate CVB for the services and/or goods provided under this Agreement, and CVB agrees to accept in full satisfaction for such services, a sum not to exceed the Consideration set forth above and more particularly described in Exhibit A and in Exhibit B, attached hereto and incorporated herein.
(b) Expenses
The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses. (c) Additional Services.
CITY may from time to time require CVB to perform additional services not included in the Scope of Services. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.
Section 5. Payment. CITY shall pay CVB said Consideration in accordance with the method and schedule of payment set forth in Exhibit B, attached hereto and incorporated herein.
CVB shall submit written requests for advanced payments for expenditures based on the schedule listed in Exhibit B for the various projects as set forth in Exhibit A. CITY shall provide payment to the CVB upon approval of the request by CITY's Finance Director or his/her designee. CITY shall use its best efforts to make payment to CVB within 15 days of receipt of request. Except as provided in Section 1 (a) of this Agreement, CVB shall return to CITY any unused funding within sixty (60) days of reconciliation of the expenses described in Exhibit A or some other time period as mutually agreed upon in writing between CVB and CITY. Alternatively, CVB may request the approval of the Beverly Hills City Council Liaison I CVB I Marketing Committee to retain the unused funding as part of the Fiscal Year 2022-23 annual work plan. The approval of the Committee will require approval of the City Council.
Section 6. Independent Contractor. CVB is and shall at all times remain, as to CITY, a wholly independent CVB. Neither CITY nor any of its agents shall have control over the conduct of CVB or any of CVB's employees, except as herein set forth. CVB shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.
Section 7. Assignment. This Agreement shall not be assigned in whole or in part, by CVB without the prior written approval of CITY. Any attempt by CVB to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.
Section 8. Responsible Principal(s)
(a) CVB's Responsible Principal set forth above shall be principally responsible for CVB's obligations under this Agreement and shall serve as principal liaison 4 B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-826C-5A349902E630 between CITY and CVB. Designation of another Responsible Principal by CVB shall not be made without prior written consent of CITY.
(b) CITY's Responsible Principal shall be the City Manager or his designee set forth above who shall administer the terms of the Agreement on behalf of CITY.
Section 9. Permits and Licenses. CVB shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.
Section 10. Interests of CVB. CVB affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CVB.
Section 11. Insurance.
(a) CVB shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CVB.
(i) If CONTRACTOR will be supplying alcoholic beverages, the General Liability Insurance shall include host liquor liability coverage with minimum limits of One Million Dollars ($1,000,000).
(ii) If CONTRACTOR is using a caterer or other vendor to supply alcohol that vendor must have liquor liability coverage with minimum limits of One Million Dollars ($1,000,000).
(iii) If CONTRACTOR intends to sell alcohol either the
CONTRACTOR or vendor providing the alcohol for sale must have a valid liquor sales license and liquor liability insurance covering the sale of alcohol with minimum limits of One Million Dollars ($1,000,000).
(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 CVB in performing the Scope of Work required by this Agreement. (3) Workers' compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the 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 5 B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CVB shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;Vll in the latest edition of Best's Insurance Guide.
(d) CVB 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 CVB's expense, the premium thereon.
(e) At all times during the term of this Agreement, CVB shall maintain on file with the City Clerk a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CVB shall, prior to commencement of work under this Agreement, file with the City Clerk such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured.
(f) CVB shall provide CITY with thirty (30) days prior written notice if the policies required under this Agreement will be canceled or reduced. All of the policies required under this Agreement shall state that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this Agreement. (g) The insurance provided by CVB shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CVB shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CVB shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY's right to recover against CVB and its insurance carriers.
Section 12. Indemnification. CVB agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney's fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CVB or any person employed by CVB in the performance of this Agreement.
Section 13. Termination.
(a) Upon ninety (90) days written notice to CVB, this Agreement may be terminated by CITY, with or without cause, only by a majority vote of the City Council. In the event of such termination, CITY shall pay CVB for all costs and obligations reasonably incurred by CVB for CVB activities in performing its services under this Agreement prior to the date of termination 6 B0785-0001\2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 and such payment shall be in full satisfaction of CITY's obligations hereunder. CITY shall not be obligated to pay additional funds after issuance or receipt of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CVB, CVB shall be paid based on the percentage of work satisfactorily performed at the time of termination. In no event shall CVB be entitled to receive more than the amount that would be paid to CVB for the full performance of the services required by this Agreement. CVB shall have no other claim against CITY by reason of such termination, including any claim for compensation.
Section 14. CITY's Responsibility. CITY shall provide CVB with all pertinent data, documents, and other requested information as is available for the proper performance of CVB's Scope of Work.
Section 15. Reports.
(a) CVB shall submit a quarterly report to CITY in a form acceptable to the City Manager or his/her designee including. The reports shall include, without limitation, information on overall project management and achievement of action items in relation to the Scope of Service as set forth in Attachment 1 to Exhibit A, including the percentage of the amount of budget used and accomplishments achieved in the quarter and/or action items completed and defined measurements of goal achievement for the Funding Period. CVB shall use its best efforts to develop a process to obtain data and metrics for the Program and provide detailed information regarding CITY's return-on-investment to CITY. The City Manager and/or his designee and the CVB shall mutually agree in writing on what metric information shall be gathered and provided to CITY to gauge the success of the programs identified in Attachment 1 to Exhibit A. (b) CVB shall also supply the CITY with an Audited Annual Financial report prepare by a Certified Public Accountant for the Funding Period. Such report shall provide consolidated financial reporting for CVB as a whole, and separately detailed accounts for each program funded by CITY. The report shall be due within six months of the end of CVB's 2021- 2022 fiscal year. At CITY's sole discretion, consolidated annual accounts may be substituted for full audited accounts.
(c) With reasonable notice from CITY, CVB shall provide to CITY copies of any and all work product, documents reports, property and books produced by CVB in fulfillment of this Agreement ("Documents"). This shall be solely for the purpose of confirming and evaluating the execution of the programs described in this Agreement and shall not include records and documents unrelated to the execution of such programs (e.g., personnel records).
CVB's obligation to maintain such Documents shall continue for three years after the termination of this Agreement. This provision shall survive the termination of this Agreement. (d) CVB shall establish and maintain an accounting system in accordance with generally accepted accounting principles and standards. The system shall detail all costs chargeable to CITY under this Agreement and shall substantiate all such costs, and comply with any applicable State and Federal standards. (e) CVB shall endeavor to develop, in consultation with CITY, a program-based budget for all CITY-funded programs. Implementation of a program-based budget 7 B0785-000 l \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 is not intended to affect the requirements outlined in paragraph (b) of this Section relating to generally accepted accounting principles.
(f) CITY shall have the right to request and perform a full audit of any and all activities undertaken by CVB that is funded by CITY. CVB shall fully comply with any request made by CITY selected auditor including, but not limited to, producing records and reports; providing information on business practices; and updating business practices, record keeping, reporting data, etc. as requested by CITY to comply with the audit findings. (g) CVB shall submit an annual report to CITY, as mutually agreed upon between CITY and CVB in writing that shows a measurement of the impact of the funding given to CVB by CITY on tourism. This shall include return-on-investment information. CVB and CITY shall collaboratively identify agencies for a comparison report to determine if CITY is retaining its market share of tourism for the area if such information is publically available.
Section 16. Policies. CVB shall maintain the policies outlined in Exhibit C, attached hereto and incorporated herein. CVB shall provide CITY with copies of all adopted or amended policies by the CVB Board of Directors within thirty (30) days of such action. CITY may provide input on the creation of, or make recommendations for amendments to, the policies listed in Exhibit C prior to the adoption of the policies by the CVB Board.
Section 17. Attendance at CVB Meetings. CVB shall notify CITY of the date and time for any and all CVB Board of Directors meetings as soon as possible, but no less than ten (10) calendar days notice. The City Manager and/or his designee(s) may attend the meeting. CVB shall share the agenda with CITY at the same time notice of the agenda items is provided to the CVB Board of Directors, which shall be no less than twenty-four (24) hours prior to the meeting.
Section 18. Members of the CVB Board Finance Committee. The City Manager shall designate one (1) CITY staff member to be a member of the CVB Board Finance Committee.
Section 19. Records and Inspections. CVB shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CVB shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge. CVB shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CVB shall pay CITY's travel, hotel and meal costs to the location where the records are maintained. CVB must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.
Section 20. Notice.
(a) Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party's regular business hours or by facsimile before or during the receiving party's regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.
8 B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 (b) Whenever it shall be necessary for any party to serve notice on another respecting this Agreement, such notice shall be served by certified mail addressed to the City Clerk of the City of Beverly Hills, 455 North Rexford Drive, Beverly Hills, California 9021 O; or to Beverly Hills Conference and Visitors Bureau, 9400 Santa Monica Blvd., Beverly Hills, California 90210, unless and until a different address may be furnished in writing by any party, and such notice shall be deemed to have been served within seventy-two (72) hours after the same has been deposited in the United States Post Office by certified mail. This shall be valid and sufficient service of notice for all purposes.
Section 21. Attorney's Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.
Section 22. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CVB, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CVB.
Section 23. Exhibits; Precedence. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail.
Section 24. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.
Section 25. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CVB.
Section 26. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 24th day of June 2021, at Beverly Hills, California.
[Signatures follow]
B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-826C-5A349902E630 ATTEST:
-~............._., ___ ()., ____ d~-.-...........~---l _______ (SEAL)
HUMAAHMED
City Clerk
APPROVED AS TO FORM:
~ES.WIENER City Attorney
10 B0785-0001\2547723v4.doc
CITY OF BEVERLY HILLS
a Municipal Corporation
ROBERT WUNDERLICH
Mayor of the City of Beverly Hills, California
BEVERLY HILLS CONFERENCE AND
VISITORS BUREAU
JULIE WAGNER
CEO
PETER~ Chair
APPROVED AS TO CONTENT:
GEORGE CHAVEZ
City Manager
LAURA BIERY
e.1..r;
Marketing and Economic Sustainability
Manager
SHARON L'HEUREUX DRESSEL
Risk Manager
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630
EXHIBIT A
SCOPE OF WORK
CVB shall perform the services described in this Exhibit A, attached hereto and incorporated herein. This shall include:
Domestic Marketing
• New York Sale Mission
• Destination Marketing
• Domestic Public Relations campaign including:
o Domestic media familiarization trips
o Visit California media missions in San Francisco, New York, and Los Angeles • Meetings, Incentives, Conferences, and Exhibitions (MICE) including o Milken Support
o Global Travel Market ("GTM") and GTM West
o Visit California Forums
International Marketing
• Sales Missions
• Trade Shows
o IMEX
o IL TM North America
o Booth Storage
• Representation
o In January, bring back GCC (Middle East), United Kingdom, and Australia Agencies
• Tour Bus Incentive
• Emerging Markets
o GCC Sales Mission in Quarter 3 and 4 of FY 21/22
o Air Canada Marketing Campaign
Interactive
• Database/email
• Search Engine Optimization ("SEO") I Search Engine Marketing ("SEM") • Content
• Acquisition
• Domestic Site
Collateral
• Fulfillment
• Visitor Guide
• Premiums
Special Programs
Metrics/Research
• Smith Travel Research
• Update Destination Development Plan
11 B0785-0001\2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-8090-433C-B26C-5A349902E630 • Visa Vue
Funding shall cover operating and marketing expense forecast for the twelve-month period of this agreement and expenses including, but not limited to:
• Salaries, taxes and benefits;
• Rent and utilities; and
• Marketing initiatives targeted to domestic and international consumers and trade.
CVB may reallocate funding for initiatives as described in Section 1. CVB's Scope of Work for the activities outlined by category in Exhibit B, attached hereto and incorporated herein.
Program Metrics
CVB shall use its best efforts to develop a process to obtain data and metrics for the programs outlined to the City Council at the May 13, 2021 City Council Study Session meeting. The CVB shall provide detailed information regarding CITY's return-on-investment to CITY. CVB shall coordinate such information with the City Manager, CITY's Marketing and Economic Sustainability Manager, and/or the City Manager's designee. The information contained in the report as well as the design shall be mutually agreed upon in writing by CVB and CITY prior to the final report being produced.
Programming
Where applicable, CVB shall provide designs to for all CITY advertising, graphics, collateral, etc. with enough time to provide feedback and requesting a redesign. Any costs of a redesign shall be borne by CVB. CVB shall not produce, fabricate, manufacture, or distribute advertising without prior CITY approval.
Quarterly Meetings
CVB shall coordinate four (4) quarterly meetings with the Beverly Hills City Council Liaisons CVB I Marketing Committee with the City Manager, Marketing and Economic Sustainability Manager, or the City Manager's designee. The primary purpose of the meetings will be to review the projected revenue from the collected transient occupancy tax (hereinafter referred to "TOT"), the CVB's work plan accomplishments year to date, and upcoming CVB proposed work plan items. 12 B0785-0001\2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630
EXHIBIT B
SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CVB for the satisfactory performance of the work described in this Agreement, or as mutually agreed upon in writing prior to performing the services described in the Agreement, in an amount not to exceed Three Million Four Hundred Thirty Thousand Nine Hundred Ninety Dollars ($3,430,990). Funding received by CVB from CITY shall be spent as shown below. Any reallocation of funding between items, or for items not listed, shall comply with the requirements listed in Section 1. CVB's Scope of Work of this Agreement.
CVB FY 21/22 Work Plan
Domestic Marketing
New York Sales Mission $105,000
Destination Marketing $1,300,000
Domestic Public Relations $114,000
Meetings, Incentives, Conferences, and Exhibitions (MICE) Marketing $75,000 Domestic Marketing Sub-Total $1,594,000
International Marketing
Sales Missions $27,000
Trade Shows $50,000
Representation $72,500
Tour Bus Incentive $1,000
Emerging Markets $50,000
International Marketing Sub-Total $200,500
Interactive
Database/eMail $11,000
Search Engine Optimization (SEO) I Search Engine Marketing (SEM) $120,000 Content $80,640
Acquisition $32,000
Domestic Site $16,032
Digital/Interactive Sub-Total $259,672
Collateral
Fulfillment $3,000
Visitor Guide $20,000
Premiums $15,000
Collateral Sub-Total $38,000
Metrics/Research
Research Sub-Total $62,000
Special Programs
Special Programs Sub-Total $50,000
Operational (Salaries, Taxes, Benefits, Rent Etc.)
Operational (Salaries, Taxes, Benefits, Rent Etc.) $1,400,818 Operational (Salaries, Taxes, Benefits, Rent Etc.) Sub-Total $1,400,818 Visitor Services
Merchandise/Display $20,000
Collateral $20,000
13 B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630 Visitor Services Sub-Total $40,000
Total $3,644,990
FY 20/21 Carry Forward to FY 21/22 to Offset Expenses ($130,000) Sales Revenue Account ($84,000) - Total FY 21/22 Work Plan Proposed ,Budget SB,430~990 CVB shall submit an itemized statement to CITY for services as outlined in Exhibit A, which shall include documentation setting forth in detail a description of the services to be performed. CITY shall pay CVB in accordance with the Payment Schedule below:
Funding Period (July 1, 2021 - June 30, 2022)
CVB Remits CITY Issues Period Covered Payment Amount Invoice to CITY Payment to CVB July 1, 2021 July 22, 2021 July 1 - September 30 $857,748 September 2, 2021 September 23, 2021 October 1 - December 31 $857,747 December 2, 2021 December 23, 2021 January - March 31 $857,748 March 3, 2022 March 24, 2022 April 1 - June 30 $857,747 Total $3,430,990
Should TOT revenue be estimated by the City's Finance Director or his designee at a level different than what is adopted in CITY's Fiscal Year 2021-2022 budget, and the CITY needs to adjust the amount of the payment listed in the table above for a particular Period, then CITY shall meet with CVB to discuss potential adjustments of the CVB's Fiscal Year 2021-2022 Work Plan.
This adjustment of payment may occur with forty-five days' notice from CITY to CVB after a discussion occurs between the CVB's Chief Executive Officer and the City Manager's designee in order for an informed decision regarding work plan impacts. The discussion shall occur within a reasonable timeframe of the request being made by CITY to CVB. 14 B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630
EXHIBIT C
CVB POLICIES
CVB shall create, maintain, and amend the following policies utilizing guidance provided by CITY which may take the form of Administrative Regulations and/or other adopted CITY policies:
1) Financial Policy
2) New Business Procurement Policy
3) Travel Policy
4) Group Entertainment Policy
15 B0785-0001 \2547723v4.doc
DocuSign Envelope ID: 9DEB7EEE-B090-433C-B26C-5A349902E630
EXHIBIT D
CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:
NAMED INSURED COMPANIES AFFORDING COVERAGE
A.
ADDRESS
COMPANY COVERAGE (A.B.C.)
D AUTOMOBILE LIABILITY
D GENERAL LIABILITY
D PRODUCTS/COMPLETED
OPERATIONS
D BLANKET CONTRACTUAL
D CVB'S PROTECTIVE
D PERSONAL INJURY
D EXCESS LIABILITY
D WORKER'S COMPENSATION
POLICY
NUMBER
8. c.
EXPIRATION B.I. LIMITS P.O. DATE AGGREGATE
It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:
It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: CVB agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of CVB's officers, employees, agents or others employed by CVB while engaged by CVB in the (performance of this agreement) construction of this project.
It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.
In the event of cancellation or material change in the above coverage, the company will give 30 days' written notice of cancellation or material change to the certificate holder.
Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein. Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.
DATE: BY:
Authorized Insurance Representative
TITLE:
AGENCY: Address:
16 B0785-0001 \2547723v4.doc
Certificate Of Completion
Envelope Id: 9DEB7EEEB090433CB26C5A349902E630
Subject: Please DocuSign: Beverly Hills Conference and Visitors Bureau FY21-22_unsigned.pdf Source Envelope:
Document Pages: 16
Certificate Pages: 3
AutoNav: Enabled
Envelopeld Stamping: Enabled
Signatures: 8
Initials: 1
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
6/16/2021 9:21 :12 AM
Signer Events
Laura Biery
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lolly Enriquez for Laurence S. Wiener
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Julie Wagner
[email protected]
CEO
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Holder: Cindy Owens
[email protected]
Signature
Signature Adoption: Pre-selected Style
Using IP Address: 99.90.2.228
Signature Adoption: Drawn on Device
Using IP Address: 208.87.233.201
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 76.230.241.143
Status: Completed
Envelope Originator:
Cindy Owens
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Location: DocuSign
Timestamp
DocuSign
Sent: 6/16/2021 9:55:56 AM
Viewed: 6/16/2021 9:57:59 AM
Signed: 6/16/2021 9:58:41 AM
Sent: 6/16/2021 9:55:57 AM
Viewed: 6/16/2021 10:19:59 AM
Signed: 6/16/2021 10:20:06 AM
Sent: 6/16/2021 9:55:57 AM
Viewed: 6/16/2021 9:59:20 AM
Signed: 6/16/2021 9:59:52 AM
Sent: 6/16/2021 10:20:08 AM
Viewed: 6/16/2021 10:46:41 AM
Signed: 6/16/2021 10:47:01 AM
Signer Events
Peter Humig
peter. hum [email protected]
RVP&GM
yes
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cynthia L Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robert Wunderlich
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Signature
Signature Adoption: Drawn on Device
Using IP Address: 208.87.233.180
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 104.175.7.182
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.154
Signature
Status
Status
Status
Status
Timestamp
Sent: 6/16/2021 10:20:08 AM
Viewed: 6/16/2021 1 :38:26 PM
Signed: 6/16/2021 1 :38:51 PM
Sent: 6/16/20211:38:53 PM
Viewed: 6/16/2021 1 :47:49 PM
Signed: 6/28/2021 7:59:05 AM
Sent: 6/28/2021 7:59:08 AM
Resent: 6/29/2021 12:17:04 PM
Viewed: 6/30/2021 6:16:22 PM
Signed: 6/30/2021 6:16:30 PM
Sent: 6/30/2021 6:16:31 PM
Viewed: 6/30/2021 6:39:20 PM
Signed: 6/30/2021 6:39:39 PM
Sent: 6/30/2021 6:39:41 PM
Viewed: 7/1/2021 9:27:18 AM
Signed: 7/1/2021 9:27:37 AM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Carbon Copy Events Status Timestamp
Adrianne Tarazon COPIED Sent: 6/30/2021 6:16:32 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dorina Mohan COPIED Sent: 6/30/2021 6:16:32 PM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jackie Perez COPIED Sent: 7/1/2021 9:27:39 AM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jason Lawrence COPIED Sent: 7/1/2021 9:27:39 AM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/16/2021 9:55:57 AM
Certified Delivered Security Checked 7/1/2021 9:27:18 AM Signing Complete Security Checked 7/1/2021 9:27:37 AM
Completed Security Checked 7/1/2021 9:27:39 AM
Payment Events Status Timestamps