Beverly Hills City Council
June 14, 2022

AGENDA REPORT
Meeting Date: June 14, 2022
Item Number:

To: Honorable Mayor & City Council
From: Daren Grilley, Assistant Director of Public Works / City Engineer Teresa Revis, Associate Project Manager
Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND UTOPIA WORLDWIDE, INC. FOR YEAR-ROUND CITYWIDE
DECORATIVE LIGHTING AND HOLIDAY DECOR; AND

APPROVAL OF A PURCHASE ORDER TO UTOPIA
WORLDWIDE, INC. IN THE NOT-TO-EXCEED AMOUNT OF
$3,000,000 FOR FISCAL YEAR 2022/23
Attachments: 1. Agreement

RECOMMENDATION
Staff recommends City Council move to approve an agreement between the City of Beverly Hills and Utopia Worldwide for year-round Citywide Decorative Lighting and Holiday Decorations for one year with the ability to extend for up to four additional oneyear terms and approve a Fiscal Year 2022/23 purchase order in a not-to-exceed amount of $3,000,000 with Utopia Worldwide for these services.

INTRODUCTION
This report is a request for City Council approval for an agreement with Utopia Worldwide for year-round Citywide Decorative Lighting and Holiday Decorations program. It should be noted that the holiday décor elements will be brought to City Council at a future date.

The Holiday Décor Program adds to the vibrancy of the business districts and encourages residents and visitors to make Beverly Hills their holiday destination to shop, dine, play and stay during the holiday season.

The program also includes the year-round ability to share messages with the community by projecting images onto City Hall and the year-round tree lighting has been considered a welcome addition to the OpenBH outdoor dining, providing lighting and ambiance to the outdoor seating.

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Meeting Date: June 14, 2022

Starting in 2021, the year-round Citywide Decorative Lighting and Holiday Decorations program was created to consolidate multiple contracts that were managed by different departments and City partners into one contract to include program management, bidding, installation and maintenance of the program.

As noted above, this contract is for the management, purchase, installation/removal, maintenance and storage of year-round and holiday décor that have been previously established by the City; all specific décor elements will be brought to City Council for review on a future date.

DISCUSSION
On March 17, 2022, the City released a Request for Proposal (RFP) for professional lighting and décor program management for year-round lighting and seasonal décor and lighting elements within the City. The RFP was posted on PlanetBids and emailed to five vendors. The deadline to submit proposals was April 21, 2022.

The City received eight proposals, all of which met the minimum qualifications and provided references. The proposals were reviewed by a team of staff from several departments. All eight proposals were evaluated based on the following criteria:
 Knowledge and understanding of the project;
 Qualifications, references and experience with similar projects;  Established relationship with the subcontractor/sub-consultant team;  Proven ability to perform the work and complete the scope of services within the time specified;
 Cost proposal; and
 Quality and completeness of proposal.

Upon review, two vendors were selected as the top responders. The staff team interviewed the top two vendors and selected Utopia Worldwide for the 2022/23 contract.

The Utopia Worldwide cost proposal is 20% more than the other firm, however, it is staff’s assessment that this cost estimate more accurately reflects the level of work required for the program.

Utopia Worldwide has demonstrated a proven ability to work with the City on a wide range of décor elements with a high quality of work. They have extensive experience working with other cities and within the entertainment and theme park industries. Utopia Worldwide has demonstrated the ability to successfully manage décor projects similar in size and scope to the City’s existing/ongoing and proposed programs.

This agreement includes year-round lighting of the trees in the triangle and other specific business districts of the City, storage, installation and removal of holiday décor elements, maintenance of year-round and holiday décor and working with staff to meet City Council’s requests related to City lighting for events.

Meeting Date: June 14, 2022

Key Work Deliverables:
 Year Round:
o Purchase, installation, inspection, maintenance and replacement of yearround warm white LED lights; o Custom light projections (called Gobo projections, which is short for Go Between Optics) and other lighting at City Hall as requested; o Other décor elements as requested and approved by City Council.  Holiday:
o This agreement includes the following for the items the City owns, as well as purchase of new lights and décor elements as requested by the City; o Multi-colored LED lights on La Cienega Blvd., South Robertson Blvd. and South Beverly Drive;
o Canopy décor on part of S. Santa Monica Blvd., La Cienega Blvd. and Robertson Blvd.;
o Street spans over part of N. Canon Drive and N. Beverly Drive; o Santa and Reindeer Display on Wilshire Blvd.;
o Sidewalk décor including garland and bows, lighted columns and obelisks on various streets;
o Lily Pond Glowing Reeds and Audio Show at Beverly Gardens Park; o Christmas tree and menorah display at Beverly Gardens Park; o Custom light projections (called Gobo projections), Christmas tree and Menorah display at City Hall during the holidays;
o Installation and removal of temporary street pole banner lighting; o Background music with temporary speakers/transmitters; o Assisting in the selection, rental, installation and removal of walk-through décor elements at Beverly Canon Gardens; and
o Other décor elements as requested and approved by City Council.

We anticipate an initial meeting with the City Council Liaison / Rodeo Drive Committee/ Special Events / Holiday Program Committee in July to discuss the 2022 holiday décor elements and timeline.

FISCAL IMPACT
The agreement with Utopia Worldwide is for a total of $3,000,000 for Fiscal Year 2022/23.

Funding is included in the Fiscal Year 2022/23 CIP (00635) for Citywide Decorative Lighting & Holiday Decorations.

Shana Epstein,
Director of Public Works
Approved By
Attachment 1
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
UTOPIA WORLDWIDE, INC. FOR YEAR-ROUND CITYWIDE
DECORATIVE LIGHTING AND HOLIDAY DÉCOR
NAME OF CONTRACTOR: Utopia Worldwide, Inc.

RESPONSIBLE PRINCIPAL OF CONTRACTOR: Norman Kahn, Chief Executive Officer CONTRACTOR’S ADDRESS: 4111 W. Alameda Avenue, Suite 504 Burbank, CA 91505
Attention: Norman Kahn, Chief Executive
Officer
CONTRACTOR’S E.I.N/TAX I.D. NO.: Insert contractor’s Tax I.D. No. 81-2494453 CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: George Chavez, City Manager
COMMENCEMENT DATE: July 1, 2022
TERMINATION DATE: June 30, 2023, unless extended pursuant to Section 2 of this Agreement
CONSIDERATION: Not to exceed $3,000,000
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
UTOPIA WORLDWIDE, INC. FOR YEAR-ROUND CITYWIDE
DECORATIVE LIGHTING AND HOLIDAY DÉCOR
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and Utopia Worldwide, Inc. (hereinafter called “CONTRACTOR”).

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

B. CONTRACTOR represents that it is qualified and able to perform the services.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONTRACTOR’s Services.
(a) The CITY desires a turn-key approach for the CITY’s 2022 Holiday Program (“Program”). The Program may include but is not limited to holiday lights and decoration; holiday banners; artistic projections; and other entertainment elements. In order to implement this approach, CONTRACTOR shall perform the services as described in Exhibit A to the satisfaction of CITY.
(b) By November 12, 2022 or other mutually agreed upon date, CITY and CONTRACTOR shall finalize the lighting, installation and other components of the Program. The components of the Program may include but are not limited to holiday decor vendors and banner vendor. CONTRACTOR shall provide CITY with the associated costs of the various Program components and shall bill CITY for the actual costs of such Program components as described more fully in Section 3 of the Agreement.

Section 2. Time of Performance.
(a) CONTRACTOR shall commence the services on the Commencement Date.
(b) CONTRACTOR shall perform all services in conformance with a project schedule mutually agreed upon by the parties and attached hereto and incorporated herein as Exhibit B. Any changes to the project schedule shall be made in writing by the City Manager or his designee, on behalf of CITY, in consultation with CONTRACTOR. All Holiday Program elements (as defined in the Scope of Services) shall be completed, installed, tested and fully operational by November 12, 2022, or other date, as directed by CITY. (c) CITY and CONTRACTOR acknowledge that time is of the essence with respect to the services provided by CONTRACTOR hereunder. CITY may approve changes to the project schedule caused by weather conditions which make it unsafe to install the Holiday Elements or delays in CITY permit processing or approvals. 3 B0785-0001\2670485v3.doc
Section 3. Compensation.
(a) CITY agrees to compensate CONTRACTOR, and CONTRACTOR agrees to accept in full satisfaction for the services required by this Agreement the compensation set forth in Exhibit C, attached hereto and incorporated herein. Such compensation shall constitute payment of CONTRACTOR’s management fee for the services as well as reimbursement for the actual cost of any equipment, materials, and supplies necessary to provide the services (including all labor, materials, delivery, tax, assembly, and installation, as applicable) and any other out-ofpocket costs, including payment of monies to third parties directly engaged by CONTRACTOR to provide services under this Agreement. CITY shall pay CONTRACTOR said Consideration in accordance with the schedule of payment set forth in Exhibit D, attached hereto and incorporated herein. CONTRACTOR agrees to directly bill the CITY for the actual costs incurred for any equipment, materials, or supplies necessary to provide the services under this Agreement, with no mark up. CONTRACTOR shall pass through any savings or additional costs associated with the scope of work outlined in Exhibit A. CONTRACTOR shall use its best efforts to notify CITY if these direct costs are going to exceed the amounts outlined in Exhibit C. In such event, the City Manager or his designee, on behalf of CITY, and CONTRACTOR shall modify the scope of work and compensation, if needed, by written amendment to the Agreement. (b) Any changes to the scope by the CITY or CITY’s scheduling changes, which result in an increase in services, may constitute a change order from CONTRACTOR or any vendor. CONTRACTOR and the CITY, in writing, must agree upon any change orders in advance before any change order work is to commence. If the change order results in an increase in compensation, the additional compensation shall be added to the compensation set forth in Exhibit C.

Section 4. Independent Contractor. CONTRACTOR is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s employees, except as herein set forth. CONTRACTOR shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 5. Assignment. The services to be provided by CONTRACTOR may not be assigned in whole or in part, without the prior written consent of CITY. The CITY acknowledges that the Holiday Elements (as defined in the scope of work) will be performed by third party contractors engaged by CONTRACTOR.

Section 6. CONTRACTOR and CITY: Responsible Principal.
(a) The Responsible Principal of CONTRACTOR set forth above shall be principally responsible for CONTRACTOR’s obligations under this Agreement and shall serve as principal liaison between CITY and CONTRACTOR. Designation of another Responsible Principal by CONTRACTOR shall not be made without the prior written consent of CITY. (b) The Responsible Principal of CITY shall be Teresa Revis, Associate Project Manager, or other designee as set by the City Manager, and shall serve as principal liaison between CITY and CONTRACTOR. CITY shall notify CONTRACTOR of any change in CITY’s Responsible Principal.

Section 7. Personnel. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the services under this Agreement. All 4 B0785-0001\2670485v3.doc
personnel engaged in the work shall be qualified to perform such services. CITY shall approve all subcontractors used in the provision of services under this Agreement within three (3) business days of CONTRACTOR’s submission and prior to their engagement by CONTRACTOR. Such approval shall not be unreasonably withheld by CITY. CONTRACTOR, however, shall be solely responsible for the work performed by those third party contractors, including timely performance and payment
Section 8. Force Majeure. CONTRACTOR shall not be held responsible for delays or cancellation caused by events beyond the control of CONTRACTOR. Such events include the following: acts of god, fire, epidemic, earthquake, flood or other natural disaster, acts of the government, riots, strikes, war, civil disorder or other man-made disaster.

Section 9. Compliance with Laws. CONTRACTOR and its subcontractors shall comply with all applicable federal, state and local laws applicable to this Agreement.

Section 10. Licenses and Permits.

CONTRACTOR and its subcontractors are responsible for obtaining the licenses and permits required by federal, state or local law, rule or regulation, including, but not limited to, CITY permits as listed in Exhibit E, attached hereto and incorporated herein. As it pertains to CITY permits only, the CITY shall waive the cost of any such CITY permit fees necessary for the installation, maintenance and removal of the Holiday Elements, including any permits fees required for the wiring and/or electrical components of the same.

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

Section 12. Insurance.
(a) CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONTRACTOR.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONTRACTOR in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(b) CONTRACTOR shall require each of its sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement. 5 B0785-0001\2670485v3.doc
(c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONTRACTOR agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONTRACTOR shall maintain on file with 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. CONTRACTOR 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) CONTRACTOR 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 CONTRACTOR shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONTRACTOR and its insurance carriers.

Section 13. Indemnification.
(a) CONTRACTOR agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONTRACTOR or any person employed by CONTRACTOR including its subcontractors in the performance of this Agreement. CONTRACTOR shall require that its agreements with its subcontractor also provide the indemnification in favor of the CITY as set forth in this paragraph. (b) CITY agrees to indemnify, hold harmless and defend CONTRACTOR from any liability or financial loss (including, without limitation, attorney’s fees and costs) arising from the use of CITY’s logo and other CITY trademarks, or any defects in CITY owned property which is the sole cause of the liability or financial loss.
(c) These indemnity provisions shall survive termination of this Agreement. 6 B0785-0001\2670485v3.doc
Section 14. Time is of the Essence. The parties hereto agree that time is of the essence with respect to each term and condition set forth in this Agreement.

Section 15. Termination.
(a) CITY may cancel this Agreement at any time upon five (5) days written notice to CONTRACTOR. CONTRACTOR agrees to cease all work under this Agreement on or before the effective date of such notice.
(b) In the event of termination or cancellation of this Agreement by CITY without cause, due to no fault or failure of performance by CONTRACTOR, CONTRACTOR shall be paid for work done in accordance with all of the terms and provisions of this Agreement based on the percentage of work satisfactorily performed at the time of termination. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the services required by this Agreement. CONTRACTOR shall have no other claim against CITY by reason of such termination, including any claim for compensation.

In the event of termination by CITY for cause, CONTRACTOR shall be paid for all services satisfactorily performed prior to the effective date of termination or cancellation, provided, in no event shall the amount of money paid under the foregoing provisions of this paragraph exceed the amount which would be paid CONTRACTOR for the full performance of the services required by this Agreement.
(c) CONTRACTOR shall ensure and require that any agreements with third party contractors for the provision of Holiday Elements contain a contractual clause to allow the agreement to be assigned to the CITY (upon the CITY’s written request and payment of all monies due to contractor) if this Agreement with CONTRACTOR shall be terminated or cancelled at any time during its term.
(d) In the event of termination without cause, CITY shall release CONTRACTOR from any and all further liability that relate to acts that would have been performed if the Agreement was not terminated.

Section 16. Ownership of Holiday Elements.
(a) All original work and services performed and items (other than commercial goods purchased or used and not adapted or designed specifically for the Program) supplied by CONTRACTOR, CONTRACTOR’s personnel and CONTRACTOR’s agents for the Program, including without limitation, the Holiday Elements and all other entitlements of creative works, the creative works themselves, and all other items of equipment in connection with the preparation and production of the Program, shall be from its inception, the sole and exclusive property of CITY, and shall be returned to CITY at the expiration or earlier termination of this Agreement.

CONTRACTOR agrees that CITY owns all right, title and interest, including all rights in copyright, throughout the world.
(b) CONTRACTOR agrees that the Program and all creative results to the Program made, provided, or supplied by CONTRACTOR, CONTRACTOR’s personnel, or CONTRACTOR’s agents (the “Results”) are works made for hire for the City of Beverly Hills within the meaning of the United States Copyright Act. To the extent that any Results are not works made for hire, CONTRACTOR hereby assigns to CITY all right, title, and interest therein and to the Results, including copyright. CONTRACTOR agrees to execute any additional documents 7 B0785-0001\2670485v3.doc
furnished by CITY to effectuate and confirm the CITY’s sole and exclusive ownership in and to the Results.
(c) CONTRACTOR shall supply CITY with an inventory list of all items purchased for CITY and stored for CITY. The inventory list shall include name, description, and specifications of each item.

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

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

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

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONTRACTOR, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONTRACTOR. 8 B0785-0001\2670485v3.doc
Section 21. Attorney’s Fees. In the event that CITY or CONTRACTOR commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorney’s fees.

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

Section 23. Exclusivity. For five years following the termination of this Agreement, CONTRACTOR agrees not to substantially replicate the CITY’s Program designs for any other entity anywhere within Los Angeles County without the prior written consent of CITY.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

Section 25. CITY Not Obligated to Third Parties. The CITY shall not be obligated or liable under this Agreement to any party other than the CONTRACTOR, subject to the provisions set forth in Section 15(d) of the Agreement.

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

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
CONTRACTOR: UTOPIA WORLDWIDE, INC.

NORMAN KAHN
CEO and CFO
[Signatures continue]
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APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
____________________________
SHANA E. EPSTEIN
Director of Public Works
____________________________
SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CITY desires a turn-key approach for the CITY’s year-round Citywide Decorative Lighting and Holiday Decorations Program. The Program may include but is not limited to year-round lights, holiday lights, decoration, and artistic projections as agreed upon between CONTRACTOR and CITY. CONTRACTOR will implement and provide the turn-key approach for the Program which includes the following services as more detailed herein: project management services, artistic direction and technical management of the Program, including contracting and oversight of holiday vendors.

Description of Program and General Services

1. CONTRACTOR shall, at the request of CITY, provide all design; development; technical and artistic direction; program and contract management; liaison and general program and oversight necessary to create, produce and execute a comprehensive Program as described herein. This includes but is not limited to holiday lights, decorations, and artistic projections.

2. Various aspects of the Program may require coordination and approval from private property owners to utilize private property for the installation of the holiday decorations.

CONTRACTOR shall assist CITY in obtaining approvals including fees and licenses from such private property owners.

3. Services provided by CONTRACTOR include all materials, labor, supplies, equipment, tools, transportation, and other items necessary for installation and execution of the Program.

4. The implementation of the Program shall be conducted in the following project phases: design, fabrication, installation, maintenance, removal and storage.

5. As set forth in this Agreement, CITY and CONTRACTOR shall determine the elements and vendors that will comprise the Program (“Holiday Elements” and “Program Vendors” respectively). The possible Program Vendors and Holiday Elements include but are not limited to the following:
 Display Vendor: Lighting, Specialty Lighting, and Three-dimensional pieces  Santa & Sleigh: Install one (1) pre-existing Santa & Sleigh element to be refurbished as needed.
 Banner Vendor: installation and removal of banners designed by CITY or by CITY’s designee.
 Design Vendors and individual Design Artists
 Vendor to pick-up, refurbish (if necessary), and install previous holiday décor purchased by CITY
Not all vendors may be required.
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Project Management
This scope of work requires that CONTRACTOR will hire and oversee and compensate third party vendors for the design, fabrication, and installation of the various Holiday Elements including their maintenance and removal. In no event shall CITY be required to pay such third party vendors unless agreed upon in advance and in writing by CITY. Accordingly, CONTRACTOR shall provide overall project management for the implementation of the Program. Project management includes but is not limited to:

1. Monitor, regulate and coordinate Vendor schedules.

2. Monitor and regulate budgetary issues in regards to each Vendor.

3. Coordinate and oversee all Vendors during all phases of the project: design, fabrication, installation, removal and storage.

4. Obtain storage vendor bids to assist CITY in the engagement of a storage vendor.

5. Coordinate and oversee CONTRACTOR personnel, artistic and technical, for the duration of the Project.

6. Coordinate with CITY’s representatives for the duration of the Project.

7. Regularly inform and update CITY’s representative during all phases of the Project. Frequency of update meetings to be determined by mutual agreement of CONTRACTOR and CITY.

8. Issue bid requests and oversee bid responses.

9. Choose bidders and issue contract documents.

10. Maintain contracts / pay Vendors.

11. Close out contracts.

Artistic Direction.

CONTRACTOR shall seek CITY approval from the City Manager or his/her designee of all Vendor submittals at all stages of the Project as specified in this Exhibit. The CITY shall have the option to participate in the submittal requirements and meetings of each Program Vendor per each Vendor contract.

CONTRACTOR shall ensure to the greatest extent possible that all Holiday Elements, specifically those that utilize electricity, minimize the use of power and utilize LED or such other projects and materials designed for efficiency and longevity.

As part of CONTRACTOR services, CONTRACTOR shall provide Artistic Direction for the Program Vendors during the various phases of the Program. This includes but is not limited to:

1. Coordinate and oversee all artists and design Vendors during the design, fabrication, and installation phases of the Project.

2. Monitor, regulate, and coordinate artists and design Vendors schedules.

3. Coordinate with CITY’s representatives during for the duration of the Project.

4. Regularly inform and update the CITY’s representative during all phases of the Project. Frequency of meetings to be determined by mutual agreement of CONTRACTOR and CITY.
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Technical Direction.

CONTRACTOR shall provide technical direction for the Program. This includes, but is not limited to:

1. Oversee the design phase, from a technical perspective, for each Vendor.

2. Oversee the fabrication phase for each Vendor.

3. Oversee the installation phase for each Vendor.

4. Oversee the maintenance phase for each Vendor.

5. Monitor, regulate and coordinate all Vendors in regards to technical schedules.

6. Coordinate between CITY’s Technical representative (s) and Vendor’s technical staff during all phases of the Project.

7. Coordinate with the CITY’s representative in regards to budget issues impacted by technical issues.

Minimum Specifications for Holiday Elements
The Holiday Elements provided by CONTRACTOR shall comply with the following specifications.

1. The Holiday Elements, and all components thereof, for manufacture and installation pursuant to this Agreement, shall have a useful life of five years, except twinkle lights which shall have a useful life for the display period and the banners which shall have a useful life of three years. All Holiday Elements shall be manufactured and installed so as not to create an unsafe condition on the public street or public right of way. All Holiday Elements shall also be manufactured to meet with all applicable laws and regulations regarding the construction of such decorations. Specifically, but not by way of limitation, such decorations shall be manufactured and installed to withstand rain, wind gusts and other inclement weather and shall be located and installed in such a manner as to avoid, to the greatest extent feasible, vandalism and theft.

2. With respect to Holiday Elements that require the installation of electrical components, the provision of wiring for electrical components or the provision of wiring for power distribution, such electrical components, wiring and/or power distribution shall be installed in accordance with the California Electrical Code and the Beverly Hills Municipal Code. Additionally, where power distribution is required, the contractor shall provide an outlet for each electrical or component element. The CITY shall waive all permit fees usually required for installation of wiring and/or electrical components.

3. All electrical lighting requirements shall be coordinated with CITY’s Public Works Department.

4. Fabrication of Holiday Elements, shall be performed in accordance with best industry practices and techniques and designed for outdoor use. Electrical components shall be of high quality, designed for outdoor use and shall conform to all applicable electrical codes and standards. All fabricated Holiday Elements shall be warrantied by the manufacturer for defects in materials and workmanship. All warranties shall be stated on all contracts with CONTRACTOR’s subcontractor. Such contracts shall be submitted to CITY.
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5. All installations shall be performed in a workmanlike manner according to accepted industry practices. All lighting and electrical work shall conform to all applicable electrical codes and best practices.

6. Throughout the display period, typically mid-November through January 1, or as otherwise mutually agreed upon by CITY and CONTRACTOR (“Display Period”), CONTRACTOR shall perform maintenance of all Holiday Elements every seventy-two (72) hours and shall make all necessary repairs or replacements within twenty-four (24) hours of identification or notification of any problems. Emergency response conditions, which in the opinion of the CITY’s Responsible Principal present a hazard to public welfare and safety, shall be addressed by CONTRACTOR within four (4) hours of notification to CONTRACTOR at no charge to the CITY. CONTRACTOR shall repair damage caused by vandalism to the Holiday Elements when requested by CITY within twenty-four (24) hours of notification to CONTRACTOR. CONTRACTOR shall supply CITY with quotes for such work if requested by the City Manager or his/her designee.

7. CONTRACTOR shall remove and disassemble all Holiday Elements at the end of the display period on a schedule to be jointly agreed on between the CITY and CONTRACTOR. CONTRACTOR shall provide all transportation of the Holiday Elements to the storage location.

8. As agreed upon between CONTRACTOR and CITY, CONTRACTOR shall make arrangements for the storage of all Holiday Elements including obtaining bids from vendors on behalf of CITY. CITY shall enter into agreements with storage vendors for such services, if CONTRACTOR is not storing all Holiday Elements on behalf of CITY.

The Holiday Elements shall be stored in an appropriate manner such that no damage results from storage. CONTRACTOR shall exercise all reasonable care in the handling and storage of the Holiday Elements. CONTRACTOR shall provide an inventory of all stored Holiday Elements at the completion of the display period. The CITY shall retain the right to inspect the stored Holiday Elements within twenty-four (24) hour notice to CONTRACTOR and/or the storage vendor.

9. CONTRACTOR shall take all reasonable steps necessary to ensure the safety of its employees, of any subcontractors, and CITY employees and to protect CITY property from damage. Any safety hazards discovered by CONTRACTOR or its subcontractors during the course of work shall be reported immediately to the CITY’s Responsible Principal. CONTRACTOR and its subcontractors shall comply with all applicable OSHA or other safety-related laws and regulations in the performance of this Agreement including the installation and removal of the Holiday Elements.

General Scope
For the year-round Lighting and Holiday Program CITY desires to hire Utopia Worldwide to perform general contract type management and oversight of CITY’s Holiday Decor Program.

In general services included in this agreement include:
 Undertake competitive bidding for all sub-vendors and provide CITY’s Responsible Principal with evidence of bidding, record of bids submitted, analysis of bids and vendor recommendations.
14 B0785-0001\2670485v3.doc
 Manage repairs and maintenance prior to install.
 Manage and coordinate vendors to complete installation, ensure compliance, and coordinate maintenance of décor and correction of issues during the display, deinstallation and storage.  Meetings with CITY staff will be conducted on phone or online as needed.  Site meetings, as necessary, prior to install – e.g. lighting test etc.  CITY meetings with staff and or City Council as needed.  On-sight review of décor during the display period to ensure quality control.  At end of display period provide CITY with final cost analysis and details including inventory, condition of product, storage and vendor information, light pole maps. CONTRACTOR shall perform a complete inventory of all holiday décor stored by CONTRACTOR on behalf of CITY. Prior to undertaking the inventory, CONTRACTOR shall work with CITY to determine the exact nature of the CITY’s requirements to produce an effective inventory document. Photos documenting the condition and storage location may be required.  Year-round lighting and maintenance of lights on street trees within the business districts of the City as outlined below.
 Year-round Installation, maintenance, artistic direction, and removal of projection images onto City Hall or other locations as requested by the City.  Other lighting, décor and program elements as requested by the City.  Additional services, such as design, program visioning, or attendance at additional meetings shall be charged in accordance with the rate sheet attached.

A rate sheet is attached to the Scope of Services.
 All marketing and advertising that includes images of work performed within this Contract shall be provided to the City for approval prior to use.

The 2022 year-round Citywide Holliday Décor and Lighting Decorations program budget shall not to exceed Three Million Dollars ($3,000,000), including additional services. 15 B0785-0001\2670485v3.doc
Task 1: Year-round Lighting
CONTRACTOR shall maintain year-round warm white LED lights at the following locations and at specified quantities as described below. The CONTRACTOR shall purchase and replace all existing LED lights with new LED lights annually, or as needed based on color tone or damage.

Vendor shall procure and install all LED lights necessary to wrap all trees listed below and others as requested by the City. CITY shall own the lights, however, CONTRACTOR shall maintain the lights. CONTRACTOR shall inspect the lights at least once a week and make all necessary repairs to the lighting system
Warm white LED lights shall be wrapped according to the following lengths with green colored cord, 4 inches between lights and 4 inches between strands.  Tall Palm Trees (30-ft of lighting, from 10-ft above ground to 40-ft in height)  Short Palm Trees (20-ft of lighting, from 2-ft above ground to 22-ft in height)  Ficus Trees (13-ft of lighting, from 2-ft. above ground to 15-ft in height)  Decorative Trees (8-ft of lighting, from 2-ft above ground to 10-ft in height) Name of Street Location Type of Trees Number of
Trees
Rodeo Drive Side Walk Between S. Santa Monica &
Wilshire Blvd
Short Palm
Trees
82 South Santa Monica
Blvd.

Between Wilshire Blvd. and
Crescent Dr.

Short Palm
Trees
66 South Santa Monica
Blvd.

Between Wilshire Blvd. and
Moreno Drive
Ficus Trees 40
Beverly Canon Garden Between Canon Dr. and Beverly
Dr.

Decorative
trees
16 North Beverly Drive Between Wilshire Blvd. and S.

Santa Monica Blvd.

Short Palm
Trees
47 Dayton Way Between Crescent Drive and
Wilshire Blvd.

Short Palm
Trees
51 Brighton Way Between Crescent Drive and
Wilshire Blvd.

Short Palm
Trees
70 Camden Drive Ficus Trees 29
Canon Drive Between Wilshire Blvd. and South
Santa Monica Blvd.

Short Palm
Trees
65 N. Crescent Drive Between Dayton Way and
Brighton Way
Tall Palm
Trees
8 N. Crescent Drive Outside of City Hall Short Palm
Trees
14 South Beverly Drive Between Wilshire Blvd and
Olympic Blvd.

Ficus Trees 82
Robertson Blvd. Between Burton Way and Wilshire
Blvd.

Ficus Trees 33
Robertson Blvd. Between Wilshire Blvd. and
Gregory Way
Ficus Trees 34
Robertson Blvd. Between Gregory Way and
Olympic Blvd. (west side only)
Ficus Trees 18
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Name of Street Location Type of Trees Number of
Trees
Robertson Blvd. Between Wilshire Blvd and
Gregory Way (east side)
Short Palm
Trees
3 La Cienega Blvd. Between Clifton Way and Gregory
Way
Ficus Trees 41
Wilshire Blvd. From N. Gateway Sign (north of
Santa Monica Blvd) to La Cienega
Blvd. including the intersection of
South Santa Monica Blvd.

Tall Palm
Trees
309
Wilshire Blvd. Between S. Santa Monica Blvd.
and the Beverly Hills Gateway
Sign
Short Palm
Trees
17 Santa Monica Blvd. West of Wilshire Short Palm
Trees
11 Olympic Blvd Between Robertson Blvd. and
Beverly Drive
Ficus Trees 28
TOTAL 933
Task 2: Holiday Décor Lighting
Vendor shall provide procurement (as-needed), removal and installation of Holiday LED lights necessary to wrap trees and add enhancements as described in this section. At the conclusion of every season, an inventory of all items shall be compiled to include the condition assessment of each item. This must be submitted to the City for review by March 1. The condition assessment must include details of items that have exceeded their lifespan for the City to consider refresh or replacement.

Warm white LEDs removed during the holiday program may be stored and used in later years as spare/replacement for warm white LEDs or reinstalled at the completion of the holiday lighting program. Such LEDs, however, shall be held to the same aesthetic uniformity standard as outline in the maintenance task. Additionally, multi-color LEDs and enhancements shall be stored during the year for use during successive holiday seasons.

The holiday décor is reviewed by the City Council and their representatives each year and is therefore subject to change. The current program is as follows:

A. South Beverly Drive Ficus Trees between Wilshire Blvd and Olympic Blvd (82 Ficus Trees)
i. Remove warm white LED lights
ii. Wrap single-colored LED lights from ground up to 15-feet in height. iii. Install column sculptures with multi-colored lights, City owned (qty 21). iv. Spacing shall be 4-in between LED light bulbs
v. Strand shall have green colored cord
B. Robertson Blvd. between Wilshire Blvd. and Gregory Way (34 Ficus Trees) i. Remove warm white LED lights
ii. Wrap multi-colored LED lights from ground up to 15-feet in height. iii. Install multi-colored icicle lights hanging from tree canopy, approximately 20- 30 per tree
17 B0785-0001\2670485v3.doc
iv. Spacing shall be 4-in between LED light bulbs
v. Strand shall have green colored cord
C. Robertson Blvd. between Gregory Way and Olympic Blvd (Westside of Robertson Blvd. only, 18 Ficus Trees
i. Remove warm white LED lights
ii. Wrap multi-colored LED lights from ground up to 15-feet in height. iii. Install multi-colored light tube lights hanging down from tree canopy, approximately 20-30 per tree
iv. Spacing shall be 4-in between LED light bulbs
v. Strand shall have green colored cord
D. La Cienega Blvd. between Clifton Way and Gregory Way (41 Ficus Trees) i. Remove warm white LED lights
ii. Wrap single-colored LED lights from 2-ft above ground up to 15-feet in height.
iii. Install colored ‘Starlight Spheres’ hanging from tree canopy, approximately 20-30 per tree
iv. Install Obelisk sculptures with multi-colored lights with multi-colored lights (qty 14). City owned, but need annual refurbishing.
v. Spacing shall be 4-in between LED light bulbs
vi. Strand shall have green colored cord
Task 3: Additional Holiday Décor Elements
Vendor shall provide procurement (as-needed), removal storage and installation of Holiday Décor described in this section. At the conclusion of every season, an inventory of all items shall be compiled to include the condition assessment of each item. This must be submitted to the City for review by March 1. The condition assessment must include details of items that have exceeded their lifespan for the City to consider refresh or replacement.

The holiday décor is reviewed by the City Council and their representatives each year and is therefore subject to change.

A. Garland and Bows
i. Installation of garland with warm white LED light bulbs and red bows on S.

Santa Monica, Brighton Way, and Dayton
ii. Refresh and procurement of garland and red bows with warm white LED light bulbs
iii. Annual installation, maintenance, removal, and storage B. S. Santa Monica Blvd west of Wilshire
i. Installation of warm white snowflakes in canopy of trees ii. Includes installation, Maintenance, Removal, Cleaning, Storage C. City Hall – Crescent Side
i. Installation of warm white LED lights on 8 Palm trees in planters at City Hall ii. Decoration of City provided 9 foot Christmas tree in the rotunda inside the building. The City provides everything necessary for this installation including ornaments and lights for the Christmas tree.
iii. Gobo projection with City supplied graphic.
18 B0785-0001\2670485v3.doc
iv. Installation, maintenance and removal of GOBO projection equipment onto Crescent side of City Hall on each side of the steps. Working with staff to make sure the final image projection appears as anticipated and is approved.

D. Canon Drive Street Spans
i. In 2021 the City commissioned a set of Playful Swags with programmed light movement to span N. Canon Drive from Wilshire to S. Santa Monica Blvd. ii. The spans are in storage and will need refreshing, reprogramming, installation, maintenance, removal and storage for the next year. (qty 10) E. Beverly Drive Street Spans
i. In 2017 the City commissioned icicle spans with programmed light movement to span N. Beverly Drive from Wilshire to S. Santa Monica Blvd. ii. The spans are in storage and will need refreshing, reprogramming, installation, maintenance, removal and storage for the next year. (qty 10) F. Lily Pond
i. In 2021 the City purchased a custom program element called Glowing Reeds. This show consists of 200 glowing reeds placed in the Lily Pond and programmed to warm white with movement. Each evening at specific times the Glowing Reeds come alive with light movement synched to audio for 8 minutes multiple times a night.
(a) Programming, installation, maintenance, removal and storage of Glowing Reeds Décor.
(b) Installation of audio speakers along the back fence of the lily pond to be directed at the viewing area of the pond.
(c) Work with the City and programming vendor to select music and for vendor to create 6 different programmed shows which repeat at specified times each night. Each piece of music requires City review and approval as well as the combined show and light movement. This will take multiple meetings to coordinate the music and multiple test runs of the show to coordinate the light colors and movement.
ii. Installation, maintenance, removal and storage of garland with warm white LED light bulbs and red bows around the Beverly Hills Sign behind the Lily Pond
iii. Menorah with lighted base – owned by the City and to be refurbished and installed to the west of the Lily Pond. Must be lit each night of Hanukkah. iv. Christmas tree (14ft) installed east of the Lily Pond with integrated RGB lights and professionally decorated.

G. City-wide Banners – up-lights
i. The current banners were designed and installed in 2021 for additional use in 2022 and 2023. These banners are installed in early November and removed in early January each year.
ii. Maintenance of the approximately 450 banners during the display period. iii. Installation, maintenance and removal of up-lights on 435 light poles for banners in the triangle, N. Santa Monica Blvd and every other pole on Wilshire Blvd.
19 B0785-0001\2670485v3.doc
H. Santa and Reindeer Display
i. Installation of Santa and Reindeer Display, removal, storage, refurbishment. ii. Includes installation of lights in garland and spot lights integrated into the display.
iii. This installation requires structural review of the condition of the display and vendor must supply traffic control for the installation and removal. iv. Permit is coordinated with City Staff at no fee.

I. Background Music
i. CONTRACTOR to store, install, maintain, remove once a year per this agreement temporary speakers and transmitters on Beverly, Canon, Rodeo, Brighton, Dayton, S. Santa Monica;
ii. Loading and management of playlist (provided by the City in MP3 format) and volume level, including response to complaints and requests; maintenance throughout the display period.

Additional Services:

Some elements of the year-round Citywide Lighting and Holiday Décor program are different each year and will be considered additional services in this agreement.

A. Beverly Canon Gardens
i. CONTRACTOR shall work with staff for development, approval, procurement of two or three décor elements in the garden. The décor in Beverly Canon Gardens must be rented each season.
ii. CONTRACTOR shall facilitate and manage the rental, Installation, maintenance during the display period, and removal of the décor at Beverly Canon Gardens.

A. Other décor elements as requested and approved by the City of Beverly Hills i. CONTRACTOR shall assist the CITY with design development, bidding and procurement of décor elements requested by the City.

B. Light projections
i. The CONTRACTOR shall facilitate and manage the rental, installation, maintenance and removal of projection equipment for lighting City Hall.

C. Replacement and Update of Décor Elements
i. This will be approved by the CITY
Other work within the City
In addition to the specific services outlined above, CONTRACTOR is authorized to install additional décor on CITY streets that may be paid for or sponsored by business organizations or other third party sponsors. In such instances, all décor or proposed enhancements to CITY public right of way shall be subject to prior written approval of CITY. CONTRACTOR shall contract with and pay third party vendors directly for such approved decorations sponsored by third parties. All third party vendors shall indemnify CITY and meet the insurance requirements contained in this Agreement.
20 B0785-0001\2670485v3.doc
(a) As Needed Lighting Services, Including but not limited to image projections on City Hall
Upon CITY's request, each engagement for services shall be set forth in writing in an executed Individual Project Order (IPO) to be approved by CITY in writing before any work, billing, or demand for payment will be initiated. Each IPO shall contain an estimated cost for the project along with a not-to-exceed amount, which shall include all materials, labor, and expenses. If the scope of the engagement changes, or the cost of the engagement will exceed the not-to exceed amount, then CONTRACTOR shall obtain written permission or an amendment to the IPO.

CONTRACTOR shall submit an itemized statement to CITY for its services performed, which shall include documentation setting forth in detail a description of the services rendered. CITY shall pay CONTRACTOR the undisputed amount of such billing within thirty (30) days of receipt of same.

The CITY can, at its discretion, remove any items from the General Scope and will not be held responsible for payment of those items which are removed. 21 B0785-0001\2670485v3.doc

CITY OF BEVERLY HILLS HOLIDAY TYPICAL OVERALL SCHEDULE
All dates are to be determined in accordance with Scope of Work.

Dat
e

ACTIVITY CONTRACTOR
TBD Procurement, Fabrication & Refurbishment Utopia Contractor TBD City Power Test - timers set: 10pm - 6am – for install BH Public Works TBD Commence Installation of Holiday Decor Utopia, Utopia Contractors
TBD Installation Banner Armature Lights Utopia
TBD Robertson Drive Ficus Tree Wraps and Light Fall
Tubes
Utopia
TBD La Cienega Ficus Trees - Trunk Wraps and LED
Spheres
Utopia
TBD South Beverly Lighting Utopia
TBD NO CONTRACTOR ACTIVITY Halloween Day
TBD SSM Illuminated Snowflakes Decor Utopia
TBD Installation Canon Drive Spans Utopia
TBD Installation N Beverly Spans Utopia, Utopia
Contractor
TBD NO CONTRACTOR ACTIVITY Veterans Day
TBD Beverly Canon Garden Decor Utopia, Utopia
Contractor
TBD Santa / Sleigh Installation Utopia, Utopia
Contractor
TBD Installation Christmas Tree and Menorah Utopia, Utopia Contractor
TBD Review and Approval of All Elements - Punch List Utopia, Utopia Contractors
TBD City Review & Approval Utopia, BH Public
Works
TBD Twinkle Lights: system activated: timers set for
Holidays
Utopia, BH Public
Works
TBD All Holiday Decor Installation Complete Utopia, Utopia Contractors
TBD Begin Display Period
TBD NO CONTRACTOR ACTIVITY Thanksgiving Day
TBD NO CONTRACTOR ACTIVITY Christmas Day
22 B0785-0001\2670485v3.doc
TBD NO CONTRACTOR ACTIVITY New Year's Day
TBD Last Day of Display Period
TBD Begin Removal of all Holiday Display elements All Contractors TBD All Holiday Items Returned to Storage Utopia
Timer schedule for Holiday Season Twinkle Lights is on 5pm - 11pm DAILY for a date range mutually agreed upon between CITY and CONTRACTOR.

Timer schedule for 2022 year-round décor and lighting on 7 pm to 11 pm DAILY. (b) No CONTRACTOR activity that requires CITY support, such as traffic control, shall occur on October 31, 2021; November 11, 2021; November 24, 2021; November 25, 2021; December 25, 2021; and January 1, 2022, except to address emergency response conditions as directed by CITY 23 B0785-0001\2670485v3.doc
II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONTRACTOR to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza 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 the Agreement.

B. CONTRACTOR shall notify CITY immediately in writing if CONTRACTOR or CONTRACTOR employees have come 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.

C. CONTRACTOR shall monitor CONTRACTOR employees’ signs and symptoms with written logs. CONTRACTOR shall maintain a daily recording of the following:

1. Require CONTRACTOR employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONTRACTOR employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONTRACTOR shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

3. CONTRACTOR shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONTRACTOR shall disinfect all areas that CONTRACTOR’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONTRACTOR employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONTRACTOR acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONTRACTOR shall also maintain daily monitoring and record keeping in connection with CITY projects where CONTRACTOR employees come on site for the following information:
24 B0785-0001\2670485v3.doc

1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONTRACTOR employees are not working while sick.

3. CONTRACTOR shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONTRACTOR shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONTRACTOR shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONTRACTOR shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest 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. CITY has 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 CITY’s Responsible Principal or Risk Management at 310- 285-1073.
25 B0785-0001\2670485v3.doc

EXHIBIT B

COMPENSATION AND SCHEDULE OF PAYMENT AND RATES
For the work described in Exhibit A of this Agreement the CITY shall compensate the CONTRACTOR in an amount not to exceed Three Million Dollars ($3,000,000.00). Attachment 1 to Exhibit B, attached hereto and incorporated herein, details the expenses associated solely with Holiday Decor. All other funding will be utilized for the citywide twinkle light program, GOBO lighting on City Hall, and other as-needed lighting including lighting needs associated City Hall, if requested and approved by the City.

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

II. Holiday Decor and Program Management and annual replacement of Twinkle Lights
For the work associated with the Holiday Decor and Program Management items listed in Exhibit A, the CITY shall compensate CONTRACTOR for the satisfactory performance of all services, including the management fee, in an amount of One Million Five Hundred Twenty Thousand Five Hundred and Five Dollars ($1,520,505.00) as further described in Attachment 1 to Exhibit B and shall be based on the bids provided to CITY from CONTRACTOR from the Program Vendors.

CONTRACTOR shall obtain permission from CITY in writing prior to purchasing any replacement items where the cost exceeds the amount of funding listed in Attachment 1 to Exhibit B. CITY acknowledges expenses for Holiday Decor and Program Management may exceed One Million Five Hundred Twenty Thousand Five Hundred and Five-Three Dollars ($1,520,505.00) and reserves all rights to pre-approve any purchase that will exceed this amount.
26 B0785-0001\2670485v3.doc
A. Schedule of Payment
CONTRACTOR shall be paid in accordance with the following payment schedule:

1. Within thirty (30) days of execution of this Agreement, CONTRACTOR shall be paid the INITIAL payment in the amount of Fifty Percent (50%) of the costs associated with the year-round Citywide Decorative Lighting and Holiday Decorations only, which shall include procurement and project management costs. Additional services shall be allowed an INITIAL payment in the amount of Sixty-five (65%) of the approved costs associated with the additional services.

2. Within ten (10) business days of CONTRACTOR submitting invoice to CITY regarding commencement of installation of all Holiday Elements, CONTRACTOR shall be paid the COMMENCEMENT payment in the amount of Twenty Percent (20%) of the costs associated with the Holiday Decor and Program Management only.

3. Within ten (10) business days of CONTRACTOR submitting invoice to CITY regarding completion of installation of all Holiday Elements, CONTRACTOR shall be paid the COMPLETION OF INSTALLATION payment in the amount of Twenty Percent (20%) of the costs associated with the Holiday Decor and Program Management only.

4. Within ten (10) business days of CONTRACTOR submitting invoice to CITY regarding deinstallation of all Holiday Elements, CONTRACTOR shall be paid the FINAL payment in the amount of the remainder of the of the actual costs associated with the Holiday Decor and Program Management only.

5. CONTRACTOR shall submit an itemized statement to CITY for its services performed during the milestone payment schedule set forth above, which shall include documentation setting forth in detail a description of the services rendered. Documentation should include details and description of work performed and itemized list of purchases for each element. CONTRACTOR acknowledges that CITY funds are released on a check schedule, which may vary from month-to-month.
27 B0785-0001\2670485v3.doc
ATTACHMENT 1 TO EXHIBIT B BUDGET ESTIMATE
Year-round Citywide Decorative Lighting and Holiday Decorations Program Item Description 2022 Estimate
Year-round warm white LED light maintenance $ 87,690
Annual replacement of warm white LED lights $ 421,983
Holiday décor on Robertson Blvd (colored lights, canopy) $ 302,523 Holiday décor on La Cienega Blvd (colored lights, canopy, sculptures)
$
Holiday décor on S. Beverly Drive (colored lights, sculptures) $ Garland and bows - existing $ 57,809
S. SMB - snowflakes $ 26,500
City Hall - palms and decorate tree $ 6,500
Gobo projection for holiday $ 4,500
N. Canon Drive Street Spans $ 98,500
Beverly Drive Street Spans $ 98,500
Lily Pond Glowing Reeds Audio and Light Show $ 115,000
Christmas Tree and Menorah at Beverly Garden Park $ 15,000 Banner Lighting (435 fixtures) $ 32,500
Santa and Reindeer Display $ 75,000
Background Audio $ 28,500
Beverly Canon Gardens $ 150,000
SUBTOTAL $1,520,505
Individual Tree Pricing:

Cost to procure and wrap (1) Short Palm tree $ 365.00
Cost to procure and wrap (1) Tall Palm tree $ 461.00
Cost to procure and wrap (1) Ficus tree $ 334.00
Cost to procure and wrap (1) small decorative tree trunk $ 257.00 Remainder of the budget to cover additional services as approved by the City.

Project Management Fee:

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

Hourly Rates:

Staff Position Rate
Producer $110
Project Manager $90
Technical Manager $85
Lighting Tech $75
Graphic Designer $65
28 B0785-0001\2670485v3.doc
Production Coordinator $55
Production Assistant $40
29 B0785-0001\2670485v3.doc
ATTACHMENT 2 TO EXHIBIT C

PERMITS REQUIRED (FEES WAIVED)

FOR HOLIDAY DECOR AND PROGRAM MANAGEMENT
Building Permit Electrical
Permit Heavy Hauling
Permit
Public Right of Way Permit
Special Event Permit (if required)
B0785-0001\2670485v3.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

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

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor 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 contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor 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:

RM02.DOC REVISED 10/14/96.