Item E-9 Agenda Report — Beverly Hills City Council, August 23, 2022

AGENDA REPORT
Meeting Date: August 23, 2022
Item Number:

To: Honorable Mayor & City Council
From: Laura Biery, Marketing and Economic Sustainability Manager Subject: RECOMMENDATION OF THE CITY COUNCIL LIAISON/

CONFERENCE & VISITORS BUREAU (CVB)/ MARKETING
COMMITTEE TO CARRYOVER UNUSED FUNDING OF $125,664
FROM THE CVB FISCAL YEAR 2021-2022 BUDGET TO THE CVB
FISCAL YEAR 2022-2023 BUDGET; AND

RECOMMENDATION OF THE CITY COUNCIL LIAISON/

CONFERENCE & VISITORS BUREAU (CVB)/ MARKETING
COMMITTEE TO CARRYOVER UNUSED FUNDING OF $126,500
FROM THE TOURISM AND MARKETING FISCAL YEAR 2021-2022

BUDGET AND REAPPROPRIATE THIS AMOUNT TO THE CVB
FISCAL YEAR 2022-2023 BUDGET; AND

RECOMMENDATION OF THE CITY COUNCIL LIAISON/ CVB/

MARKETING COMMITTEE TO INCREASE THE SCOPE OF WORK

AND FUNDING FOR THE BEVERLY HILLS CONFERENCE AND
VISITORS BUREAU; AND
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 2022-2023;
AND

AUTHORIZE THE CITY MANAGER TO APPROVE A FISCAL YEAR
2022-2023 CHANGE PURCHASE ORDER FOR THE BEVERLY HILLS

CONFERENCE AND VISITORS BUREAU IN THE AMOUNT OF
$126,500 FOR A TOTAL NOT TO EXCEED AMOUNT OF $4,387,970.

Attachments: 1. Proposal from CVB for BOLD Holidays and Carry Over Request

2. Agreement with the Beverly Hills Conference and Visitors Bureau

BEVERLW
HILLS
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E-9
Meeting Date: August 23, 2022

Page 2 of 5 ends

RECOMMENDATION
Staff recommends the City Council:
1) Approve the recommendation of the City Council Liaison/ CVB/ Marketing Committee to carryover unused funding of $125,664 from the CVB Fiscal Year 2021-2022 (FY 21/22) budget to the CVB Fiscal Year 2022-2023 (FY 22/23) budget; and
2) Approve the recommendation of the City Council Liaison/ CVB/ Marketing Committee to carryover unused funding of $126,500 from the Tourism and Marketing Fiscal Year 2021-2022 (FY 21/22) budget and reappropriate this amount to the CVB Fiscal Year 2022-2023 (FY 22/23) budget; and 3) Approve the recommendation of the City Council Liaison/ CVB/ Marketing Committee to increase the scope of work and funding for the Beverly Hills Conference and Visitors Bureau; and
4) 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 (CVB); and
5) Authorize the City Manager to approve a FY 22/23 change purchase order for the CVB in the amount of $126,500 for a total not to exceed amount of $4,387,970.

INTRODUCTION
At the May 24, 2022 Formal Meeting, the City Council reviewed and approved the FY 22/23 work plan and approved a request to carryover $150,000 from the CVB’s FY 21/22 budget to be used toward destination marketing programs identified in the FY 22/23 work plan. At the June 21, 2022, Formal Meeting, the City Council reviewed and approved the FY 22/23 work plan agreement and funding as presented by the CVB for an additional $4,261,470 and combined total budget for FY 22/23 of $4,411,470 (which includes the initial $150,000 CVB carry over funding). Per the meeting on August 9, 2022, the City Council Liaison/ CVB/ Marketing Committee (Liaisons) reviewed a request to carryover FY 21/22 unspent Tourism and Marketing funding of $126,500 for BOLD Holidays and a request to carryover FY 21/22 unspent CVB funding of $125,664 for a sales mission and additional destination marketing. This item provides the recommendation of the Liaisons (Mayor Bosse and Councilmember Nazarian) to increase the scope of work and funding for the Beverly Hills Conference and Visitors Bureau for FY 22/23 for these aforementioned requests, which bring the total not to exceed to $4,663,634 for FY22/23 CVB programming.

DISCUSSION
The CVB is contracted by the City to conduct a variety of tourism and marketing programs promoting Beverly Hills. The CVB receives City funding to promote Beverly Hills worldwide as a stay/shop/dine destination through marketing programs and events that build awareness and drive consumer revenue to Beverly Hills.

BOLD Summer 2022 Digital Marketing Campaign
For BOLD Summer 2022, the City contracted with the CVB to design the artwork for BOLD Summer street pole banners that will be installed for up to 3 years annually during the summer. (The City paid for the production, installation, maintenance, removal, and storage of the banners separate from this effort directly to the street pole banner vendor through the City’s existing purchase order).

Additionally, the CVB designed a digital marketing campaign to promote BOLD Summer in Beverly Hills as well as a select number of print ads following this same theme. The Meeting Date: August 23, 2022

Page 3 of 5 ends

designs and samples may be found in Attachment 1 to this report. Results regarding the digital ad campaigns will be provided at a later date as the BOLD Summer campaign will continue to run throughout the summer.

The total cost for design of the banners and the digital marketing campaign was $151,500 of which the CVB paid $1,500 from its FY 22/23 work plan and $150,000 was allocated from the FY 21/22 Tourism and Marketing budget.

BOLD Holidays 2022 Digital Marketing Campaign
For BOLD Holidays 2022, the CVB is proposing to execute a digital marketing campaign as well as advertising videos. Unlike the BOLD Summer 2022 campaign, the street pole banner designs already exist and were approved in 2021 to be utilized for up to 3 years annually during the holidays. The CVB BOLD Holidays 2022 campaign will have a unique look separate from the 2021 BOLD Holidays street pole banner designs.

The total cost for the CVB BOLD Holidays 2022 campaign effort is $236,500 of which the CVB proposes to fund $110,000 from its FY 22/23 work plan and is requesting the City provide an additional $126,500 outside of the FY 22/23 work plan. This funding is available in the FY21/22 Tourism and Marketing budget and is requested to be carried forward and reappropriated into the FY 22/23 CVB budget. Further details regarding the proposed campaign including samples from prior campaigns may be found in Attachment 1 to this report.

Carryover Funding Request from FY 21/22 to FY 22/23
The initial CVB contracted work plan in FY 21/22 was for a total amount of $3,430,990 and later increased to include an additional $50,000 for a TV Commercial for a revised total of $3,480,990 (this amount does not include the BOLD Summer 2022 additional funding request of $150,000 that was approved by the Council separately in May 2022).

The CVB has reported that not all funds received in FY 21/22 were spent as a result of various savings in operational line items. As such, the CVB has requested to carry forward those funds into FY 22/23.

Attachment 1 to this report provides the breakdown from the CVB for how the carry forward of the unused funding would be spent in FY 22/23. This includes:
 GCC (Gulf Cooperation Council countries) sales mission; and  Salary for a new position; and
 Additional destination marketing – Happy Trails Campaign; Couture Culinary Food & Fashion content series; Beverly Hills Culinary Couture Week.

The new carryover funding request is $125,664, which when combined with the $150,000 carryover already approved by the City Council in May 2022, brings the total FY 21/22 CVB carryover request to $275,664 for use toward the FY 22/23 work plan.

U.S. Open Golf Event
The U.S. Open Golf Tournament is currently planned for June 2023 at the neighboring Los Angeles Country Club and Golf Course. The CVB is currently exploring a possible event to tie into this well-known national tournament. If a funding request is needed it will be reviewed at a later date.

Meeting Date: August 23, 2022

Page 4 of 5 ends

FISCAL IMPACT
To carry out the proposed BOLD Holidays 2022 marketing campaign, the CVB requests an additional $126,500 from unspent funds in the FY 21/22 Tourism & Marketing budget be reappropriated into the CVB’s FY 22/23 budget and work plan, above the existing FY 22/23 work plan funding of $4,261,470. Furthermore, the CVB is requesting to carry forward a total of $275,664 from unused funds from the FY 21/22 work plan to be spent in FY 22/23 (this amount includes the previously approved carryover of $150,000 leaving a request of $125,664 remaining for carryover). If approved for recommendation, the new total budget for the CVB for FY 22/23 will be as indicated the below table:

Amount
CVB FY 22/23 Approved Work Plan as of June 2022 $4,261,470 CVB BOLD Holidays 2022 Funding Request for Review August 2022 $126,500 Total Funding Request for FY 22/23 $4,387,970
CVB FY 21/22 Carry Over Previously Approved as of May 2022 $150,000 CVB FY 21/22 Carry Over Request for August 2022 $125,664 Total Budget for CVB in FY 22/23 Including Carryover Funding $4,663,634 The City has maintained a policy of funding its tourism and marketing programs from a specific allocation of the transient occupancy tax (“TOT”). The City collects a total of fourteen percent (14%) TOT based on gross room sales from the City’s hotels. Two of the fourteen percent, or one-seventh of the total TOT revenue, has been the basis of calculating the funding for the Tourism and Marketing budget in Beverly Hills for approximately 25 years.

The Finance Department currently estimates a TOT revenue forecast of $44,000,000 for FY 22/23. This will result in a one-seventh amount of $6,285,714. Staff anticipates this funding would be allocated for various programs as shown below during FY 22/23.

Description of Program to be Funded from TOT in FY 22/23 Anticipated
Budget
Allocation
Holiday Décor Storage $12,000
Intellectual Property Legal Services $100,000
Concours D'Elegance in 2023 – Estimate based on prior year $225,000 Conference & Visitors Bureau - FY 22/23 Work Plan $4,261,470 Rodeo Drive Committee FY 22/23 Work Plan $184,998
TruGreen Landscape $20,000
Portion of the Beverly Hills Chamber of Commerce Work Plan $160,530 Contingency Funding for other Tourism & Marketing Events $1,321,716 Total $6,285,714
For FY 21/22, staff anticipates there will be unused funding in the Tourism & Marketing budget (00101311-734400) across various project codes as of June 30, 2022, which may then be rolled over into FY 22/23 contingency funding for other Tourism & Marketing events. Historically, this funding has also been utilized to fund the Rodeo Drive Committee Holiday Lighting Celebration and Holiday décor. A proposal for FY 22/23 from the Rodeo Drive Committee will be brought forward to the full City Council at the August 23, 2022 City Council Study Session.

Meeting Date: August 23, 2022

Page 5 of 5 ends

It should be noted, per the adopted contract with the CVB (Section 5 the contract), the CVB is required to either:
1) Return any unused funding to the City within 60 days of reconciliation of expenses from the current fiscal year, or
2) Request approval from the City to retain unused funding as part of the FY 22-23 annual work plan.

Approval of retaining unused funding requires approval of the City Council. The CVB is requesting approval to retain the unused funding and allocate the funding in FY 22/23 as identified in Attachment 1 to this report as well as requesting additional funding from the Tourism and Marketing budget be carried over and reappropriated into the FY 22/23 CVB budget.

Jeff Muir
Director of Finance
Nancy Hunt Coffey,
Assistant City Manager
Approved By Approved By
Attachment 1

BEVERLY HILLS
Conference & Visitors Bureau
BHCVB BOLD Holidays
August 23, 2022
City Council Meeting
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BOLD Summer Recap
BOLD Summer 2022 Digital Marketing
Street pole banners were designed by Yes Design
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BOLD Summer 2022 Digital Marketing
Digital media marketing and conquest campaign
with Datafy.

Campaign Flight: July 20 – September 6, 2022
Creative Agency
BOLD Summer Animated Banner Frames

INVITING

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WELCOME
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BHCVB BOLD Summer 2022 Itinerary
In addition to itinerary above, BHCVB offers a Full Events Calendar: https://www.lovebeverlyhills.com/events f <p 00 r0uni4¥ tu

THE FABULOUS YACHTSMEN
Week of August 7-13
Sunday, August 7
Don't miss the Picklefest contest today at the Beverly Hills Farmers' Market from 9 a.m. to 100 p.m. This crtifed farmers' market showcases local farmers and vendors and features a petting zoo and live music.

Afterwards, join the City of Beverly Hills for a complimentary Artfully Curated Guided Tour from a.m. • 12.30 p.m. Along with viewing a selection of important public artworks, this special tour is curated with the city's arborits to identify rate and important trees in historic Beverly Gardens Park, many of which were planted in 1907 when the park was founded. The tour meets at l a.m. at the Beverly Hills Sign and Lily Pond in Beverly Gardens Park. There is no cost to participate but registration is required. Book early as tours fill up! Monday, Agust 8
• Beverly Hills has long been recognized as home to some of the world's most unique chocolate and sweet shops. From authentic French pastries to the original cupcake ATM which dispenses freshly baked goodies 24 hours a day. Beverly Hills is the perfect destination for sweet toothed fanatics.

Whether you're a resident or visiting Beverly Hills, please join us at Business with Bosse! This new initiative was created by Beverly Hills Mayor Lili Bosse to put a spotlight on local businesses and see firsthand how special they are. Drop in at Nua this evening from 6.30 p.m. - 8.00 pm. to meet the mayor and local community. Small bites will be served.

Tuesday, August 9
Louis Vuitton's 200 Trunks 200 Visionaries: The Exhibition" is open from IO a.m. • 8 pm. today at 468 North Rodeo Drive to celebrate Louis Vuitton's bicentenary birthday and an ongoing tribute to his innovative legacy.

The exhibition showcases Louis Vuitton trunks as reimagined by 200 of today's most notable visionaries across disciplines from arts and culture and the sciences to sports and global causes. The exhibition is free of charge but reservations are required.

BOLD Summer 2022 Print Advertisements
Full-page 4-color print advertisements with local newspapers.

July 28, 2022
July 29, 2022
August 4, 2022
BOLD
Beverly Hills
Goes BOLD for Summer
Veit Beverly Hil this summer as the city goes
BOLD with live music, Louis Vuitton's 200
runles 20O Viionaries. The Exhibition, dining
experiences, includig Ihe Golden Girls Kitchen,
Rodeo Drive Red Carpet Experience, designer
pop-ups, and much morel For a calendar ol
events scan the Qi code below or visit
LOVEBEVERLY HILLS.COM

BEVERLY PRESS

PARKLABREANES

BEVERLY HILLS COURIER
BOLD Summer 2022 Print Advertisements
Half-page 4-color print advertisement creative developed for City placement in local newspapers.

BOLD nae
Beverly Hills Goes
BOLD for Summer
Visit Beverly Hills this summer as
the city goes BOLD with live
music, Louis Vuitton's 200 Tunks
200 Visionaries: The Exhibition,
dining experiences, including The
Golden Girls Kitchen, Rodeo
Drive Red Carpet Experience,
designer pop-ups, and much morel
For a calendar of events scan the
QR code below or visit:

LOVEBEVERLYHILLS.COM
BH %

RODEO DRIVE
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COMMERCE
FY 2022/23 Summer BOLD Budget
Summer BOLD Description Amount
Concepts & Banners $20,000
Digital Asset Production and Development $14,000
Three Holiday Print Ads Plus Creative $7,500
Targeted Digital Media $110,000
TOTAL $151,500
PAID BY BHCVB FROM FY 22/23 PLAN $1,500

TOTAL APPROVED REQUEST TO THE
CITY $150,000
BOLD Holidays Request
BOLD Holidays 2022
BHCVB to develop new BOLD Holidays 2022
advertising artwork and media to support city
activities.

Total Budget: $236,500 ($110,000 from BHCVB
FY 22/23 work plan and $126,500 requested from
the City).
$110,000 for Concepts and Digital Media

1. Creative concepts for advertising

2. Targeted media placement to key feeder
markets and demographics
$126,500 For Advertising and Asset Production

1. Production of all digital assets

2. Microsite development

3. Videos to promote BOLD Holidays on NBC
*This is last year’s creative. New
concepts to be developed for this year’s
program.

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BRIGHT LIGHTS

HINE HERE
FY 21/22 NBC Southern California Broadcast Videos
With partners Madden Media and NBC, BHCVB created, produced and broadcast Lighting Celebration and Destination during the holiday season. two videos with host, Lawrence Zarian, promoting the Rodeo Drive Holiday FY 21/22 NBC Southern California Broadcast Videos
Media Buy Details:
• Media: NBC Los Angeles, NBC San Diego, NBC Digital & NBC Connected TV • Regions: Greater LA and San Diego regions (Includes Orange County) • Schedule: 6-Week NBC Flight: November 10 – December 23, 2021 • Length: Two :30 TV commercials: Rodeo Drive Holiday Lighting Celebration & Destination Holiday Getaway
• Connected TV: Programming targets $200K+ HHI consumers • Digital Banner Ads: Run of site on NBCLosAngeles.com & NBCSanDiego.com Campaign Results:
• Broadcast spots: 114
• 24 Rodeo Drive Holiday Lighting Celebration spots (November 10 - 19) • 90 Destination Holiday Getaway spots (November 20 – December 23) • Total impressions: 2,186,000
• Average Media cost per thousand (CPM): $34.09
• Broadcast medium is no longer a buyer’s market vs. prior BHCVB buys during COVID and calendar year Q4/holiday is the most expensive. Average CPM is $35-$65 (primetime). CPM also includes segment production and host.

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LOS ANGELES SAN DIEGO TODAY
FY 2022/23 Additional Funding Request Budget
Holiday BOLD Description Amount
Concepts *$30,000
Holiday Microsite $2,500
Digital Asset Production and Development $25,000
Three Holiday Print Ads Plus Creative $13,000
Three Hanukkah Print Ads Plus Creative $11,000
NBC Holiday Videos $75,000
Targeted Digital Media *$80,000
TOTAL CVB CONTRIBUTION FROM FY 22/23
WORK PLAN $110,000
TOTAL REQUEST TO THE CITY $126,500
*BHCVB included in destination marketing budget as part of FY22-23.

FY 2021/22 Carryover Final

ACTUAL CARRYOVER

DESCRIPTION
20/21
Remaining
21/22
Remaining
Amount to be used
22/23
Offset FY 22/23 Program
of Work+ $150,000 $150,000
GCC Sales Mission $30,000 $30,000
Salary for new position $20,313 $20,313
Additional destination
marketing** $75,351 $75,351
TOTAL $275,664
+Approved by City Council June 2022
**Miscellaneous PR initiatives including a food and fashion series for social media, Happy Trails series (featuring food, drink, art, pampering, etc.), and potential Metaverse activation. 2: CREATIVE CAMPAIGN

HAPPY TRAILS IN BEVERLY HILLS
LAUNCH TIMING· SEPTEMBER 1011
WHAT

HIGHLIGHTING BEVERLY HILLS' WALKABILITY AND ONE-OF-A-KIND OFFERINGS,

CREATE A SERIES OF 'TRAILS' FOR TRAVELERS AND LOCALS TO DISCOVER THE DESTINATION. TRAILS WILL BE UNVEILED THROUGHOUT THE YEAR.

PITCH BEVERLY HILLS LAUNCHES SET OF LIFESTYLE TRAILS FOR EASILY EXPLORING THE UNIQUE THEMES FOUND IN THE 5.71 MILE RADIUS CITY

THEME OPTIONS INCLUDE
• CHAMPAGNE AND/OR WINE TRAIL
6 EXAMPLE STOPS. WALLY'S, HERITAGE FINE WINES, BAR AT THE MAYBOURNE, LIVINGROOM AT THE PENINSULA. POLO LOUNGE
• SCULPTURE TRAIL
6 WILL FOLLOW THE SAME STOPS AS BEVERLY HILLS ARTWALKS ART CONNOISSEURS SCULPTURE TOUR • CHOCOLATE TRAIL
o EXAMPLE STOPS. EDELWEISS, CHAUMONT BAKERY, DIANE KRON, TEUSCHER, ANDSONS • WELLNESS TRAIL
• EXAMPLE STOPS. VARIOUS HOTEL SPAS, BELLACURES, ALO YOGA, UPGRADE LABS, TOMOKO SPA • MICHELIN-STAR TRAIL

EXAMPLE STOPS MAUDE, JEAN-GEORGES, CUT, GUCCI OSTERIA, NOZAWA BAR • CAVIAR TRAIL
o EXAMPLE STOPS. SPAGO, ABSOLUTE CAVIAR, AVEC NOUS AT L'ERMITAGE, TATEL. JEAN-GEORGES • ALFRESCO DINING TRAIL
6 EXAMPLE STOPS ABOVE SIXTY, SANT OLINA, IL PASTAIO, THEBLVD, WALDORF ASTORIA ROOFTOP • VIP SHOPPING TRAIL
6 EXAMPLE STOPS. TIFFANY & CO., LOUIS VUITTON, SAINT LAURENT, NEIMAN MARCUS, BURBERRY, LALALUXE " JAMES HALLIDAY' I �
H ... ND PICKED YARRA VALLEY
·j:

AMPLIFICATION
• PRESS RELEASE TO ANNOUNCE SERIES, WITH PITCHING TO FOLLOW AS EACH TRAIL IS UNVEILED THROUGHOUT THE YEAR.

PITCH LOCAL AND NATIONAL, PRINT, ONLINE & BROADCAST
INVITE SELECT MEDIA & INFLUENCERS TO EXPERIENCE & COVER THE TRAILS.

INVITE A KEY PUBLICATION TO PARTAKE IN THE TRAIL AND CONDUCT AN INST A-TAKEOVER ON @LOVEBEVERL YHILLS.

CONTENT
• LANDING PAGES ON LOVEBEVERLYHILLS.COM FOR EACH TRAIL. • @LOVEBEVHILLS TO POST CURATED REELS FOR THE TRAILS.
• PARTNERS TO PROMOTE VIA EMAIL. SOCIAL MEDIA.

HAPPY TRAILS IN BEVERLY HILLS
NEEDED
• 5+STOPS ON EACH TRAIL

EXECUTION

IDENTIFY RELEVANT PARTNERS TO BE FEATURED
• PARTNERS CAN OFFER SOMETHING SPECIAL FOR TRAIL PARTICIPANTS (NOT

REQUIRED)
• CREATE INSTA-WORTHY MAPS TO GUIDE CONSUMERS.
• CONSUMERS CAN STOP AT THE VISITOR'S CENTER TO PICK UP THEIR MAP AND SPECIAL TY ITEM (LE. BRANDED FLUTE FOR CHAMPAGNE TRAIL) BEFORE

STARTING THEIR JOURNEY)
a: CREATIVE CAMPAIGN
Q: CREATIVE CAMPAIGN
COUTURE CULINARY.

FOOD & FASHION CONTENT SERIES
WHAT
USE COUTURE CULINARY WEEK TO LAUNCH BHCVB'S TIKTOK CHANNEL.

OR AN INSTAGRAM REELS CONTENT SERIES HIGHLIGHTING BEVERLY HILLS

AT THE CENTER OF FOOD AND FASHION

ENGAGE INFLUENCERS TO PAIR THEIR FAVORITE LOOKS BY PARTICIPATING

FASHION PARTNERS WITH DESIGNER-INSPIRED DISHES AT BEVERLY HILLS

RESTAURANTS

FURTHER DRIVING VISITATION AND PRESS, THESE DISHES WILL BE

OFFERED ON THE RESTAURANT MENUS FOR TRAVELERS AND LOCALS TO ENJOY
NEEDED
+ 3+ INFLUENCER PARTNERS
+ DESIGNER-INSPIRED DISHES AT 3+ RESTAURANTS
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Q3: CREATIVE CAMPAIGN

BEVERLY HILLS CULINARY

COUTURE WEEK

ADDITIONAL CONTENT
• LANDING PAGE ON LOVEBEVERLYHILLS.COM
• @LOVEBEVERLYHILLS TO POST VIA STORIES/IN-FEED.
• RESTAURANT/HOTEL PARTNERS TO PROMOTE VIA EMAIL. SOCIAL MEDIA.

AMPLIFICATION
• PRESS RELEASE TO ANNOUNCE CULINARY COUTURE WEEK + CONTENT SERIES.
• PITCH LOCAL AND NATIONAL, PRINT, ONLINE & BROADCAST
• PARTICIPATING CHEF(S) TO DO AN INSTA-TAKEOVER ON
@LOVEBEVHILLS
• INVITE BROADCAST ANCHORS TO GO 'BEHIND-THE-SCENES' OF CULINARY COUTURE WEEK 4ooi 404f0
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4 FY 2022/23 Additional Funding Request
BOLD HOLIDAYS $126,500
GOLF EVENT** TBD
TOTAL FUND REQUEST 8/9/22 $126,500
**GOLF program to be presented at a later date.

Thank You
Attachment 2
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12 AGREEMENT NO.

I 388-22 I

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE

BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR
PROMOTION OF THE CITY FOR FISCAL YEAR 2022-2023
NAME OF CONTRACTOR:

RESPONSIBLE PRINCIPAL OF
CONTRACTOR:

CONTRACTOR'S ADDRESS:

CITY'S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:
80785-000 I \2670842v2.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, 2022
June 30, 2023
Not to exceed $4,261,470
DocuSign Envelope ID: 58E34009-0849-4734-8EC3-8CF67E78A12 AGREEMENT NO.

I 388-22 I

AGREEMENT BETWEEN THE CITY OF BEYERL Y HILLS AND THE

BEYERL Y HILLS CONFERENCE AND VISITORS BUREAU FOR
PROMOTION OF THE CITY FOR FISCAL YEAR 2022-2023
NAME OF CONTRACTOR:

RESPONSIBLE PRINCIPAL OF
CONTRACTOR:

CONTRACTOR'S ADDRESS:

CITY'S ADDRESS:

COMMENCEMENT DATE:

TERMINATION DATE:

CONSIDERATION:

B0785-0001\26708422.doc
Beverly Hills Conference and Visitors Bureau
Julie Wagner, CEO
9400 Santa Monica Blvd.

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE

BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR
PROMOTION OF THE CITY FOR FISCAL YEAR 2022-2023
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 approval from the Beverly Hills City Council Liaison I CVB I Marketing Committee at an agendized meeting prior to reallocation of the funding.
2 80785-000 I \2670842v2.doc
DocuSign Envelope 1ID: 58E340C9-DB849-4734-8EC3-6CF6TE78A12

AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE

BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR
PROMOTION OF THE CITY FOR FISCAL YEAR 2022-2023
THIS AGREEMENT is made by and between the City of Beverty Hills (hereinafter called "CITY"), and the Beverly Hills Conference and Visitors Bureau (hereinafter called CONTRACTOR" or "CVB").

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.

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 / CVB / Marketing Committee and/or the City Manager's designee prior to reallocation of the funding.

For reallocations above $50,000, CVS must obtain prior 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\2670842v2.doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12 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 2 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 2 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. 3 80785-0001 \2670842v2.doc
DocuSign Envelope ID: 58E3A0C9-0DB49-4734-8EC3-6C6F67E78A12 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. CVS shall take all acts requested by CITY in order to enforce CITY's rights under this Section.
(c) CVS 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 CVS negotiates to purchase not only the photograph or image but also the copyright or other intellectual property rights, the provisions of this Section 2 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 2 will not apply.
(e) This Section shall survive termination of this Agreement.

Section 3. Time of Performance.

CITY may from time to time require CVB to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 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 2023-2024 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 Contractor. 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 80785-000 I \2670842v2.doc
DocuSign Envelope ID: 58E3A0C9-DB49-4734-BEC3-6C6F67E78A12 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 8, 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.

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 CVS 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 / CVB / Marketing Committee to retain the unused funding as part of the Fiscal Year 2023-2024 annual work plan. The approval of the Committee will require approval of the City Council.

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 CVS 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\2670842v2 doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12 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.
(a) 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. (b) All duties of CVB shall survive termination or expiration of the Agreement. 6 80785-000 I \2670842v2.doc
DocuSign Envelope ID: 58E340C9-DB49-4734-BEC3-6C6F67E78412 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+VII 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. AU 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, CVS shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CVS 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 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 Work 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 2022- 2023 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. 7 80785-000 I \2670842v2.doc
DocuSign Envelope ID: 58E340C9-0849-4734-8EC3-606F67E78A12 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 CVB was notified of such termination 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 Work 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 2022- 2023 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. 7 B0785-0001\26708422 doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12 (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 programbased budget for all CITY-funded programs. Implementation of a program-based budget 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. CVS 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 CVS 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 CVS 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 CVS Board of Directors meetings as soon as possible, but no less than ten (10) calendar days notice prior to the meeting. 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 CVS Board Finance Committee.

Section 19. Records and Inspections. CVS 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. CVS 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. 8 80785-000 I \2670842v2 doc
DocuSign Envelope ID. 58E3A0C9-DB49-4734-BEC3-6C6F6TE78A12 (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 programbased budget for all CITY-funded programs. Implementation of a program-based budget 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 CB 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 prior to the meeting. 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. 8 B80785-0001\26708422 doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12 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.
(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 90210; 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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 21st day of June 2022, at Beverly Hills, California.
[Signatures follow]
9 80785-000 I \2670842v2.doc
DocuSign Envelope ID: 58E3A0C9-DB49-4734-8EC3-6C6F67E78A12 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.
(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 90210; 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 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. of
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the 21st day June 2022, at Beverly Hills, California.
[Signatures follow]
9 B0785-0001\26708422 d0¢
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City Clerk I I l
APPROVED AS TO FORM:
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LAUENCE S. WIENER
City Attorney
80785-0001 \2670842v2.doc
10 CITY OF BEVERLY HILLS
a Municipal Corporation

LILI BOSSE
Mayor of the City of Beverly Hills, California

BEVERLY HILLS CONFERENCE AND

VISITORS BUREAU

JULIE WAGNER
CEO

JOHN BENDHEIM
Chair
APPROVED AS TO CONTENT:

GEORGE CHAVEZ
City Manager

SHARON L'HEUREUX DRESSEL
Risk Manager
();.,()
DocuSign Envelope ID: 58E3A0C9-0849-4734-8EC3-8C6F67E78A12 ATTEST:
_lw lluwtk (SEAu)

HUMA AHMED
City Clerk
APPROVED AS TO FORM:

CITY OF BEVERLY HILLS
a Municipal Corporation
llites

LILI BOSSE
Mayor of the City of Beverly Hills, California

BEVERLY HILLS CONFERENCE AND

VISITORS BUREAU

JULIE WAGNER
CEO

JOHN BENDHEIM
Chair
APPROVED AS TO CONTENT:

At#.et'ea,edge«-"aw
City Attorney
B0785.-0001\2670842v2 do¢
10 GEORGE CHAVEZ
City Manager
CUR~ iER
Marketing and Economic Sustainability
Manager

SHARON L'HEUREUX DRESSEL
Risk Manager

04.0 DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CVB shall perform the services described in this Exhibit A, attached hereto and incorporated herein. This shall include:

Domestic Marketing
• Short Film
• Hotel-Focused Campaigns in Fall 2022 and Spring 2023
• Co-op Programs with other Destinations
• NY Sales Mission
• 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")
o Visit California Forums
o Financial & Insurance Professionals (FICP)
o Meeting Professionals International (MPI)
o Roadshows in Midwest, Texas, Kansas City, and New York o Society for Incentive Travel Agents (SITE)
International Marketing
• Trade Shows
o Worldwide Exhibition for Incentive Travel, Meetings & Events (IMEX) o International Luxury Travel Market (IL TM) North America o Booth Storage
• Representation
o Middle East, United Kingdom, Australia, and new for this year Mexico Metrics/Research
• Smith Travel Research
• Visa
• Datafy Geotracking
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.

EXHIBIT A

SCOPE OF WORK
I. SCOPE OF WORK
CVS shalt perform the services described in this Exhibit A, attached hereto and incorporated herein. This shall include:

Domestic Marketing
• Short Film
• Hotel-Focused Campaigns in Fall 2022 and Spring 2023
• Co-op Programs with other Destinations
+ NY Sales Mission
• 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")
o Visit California Forums
o Financial & Insurance Professionals (FICP)
o Meeting Professionals International (MPI)
o Roadshows in Midwest, Texas, Kansas City, and New York o Society for Incentive Travel Agents (SITE)
International Marketing
• Trade Shows
o Worldwide Exhibition for Incentive Travel, Meetings & Events (IMEX) o International Luxury Travel Market (IL TM) North America o Booth Storage
• Representation
o Middle East, United Kingdom, Australia, and new for this year Mexico Metrics/Research
• Smith Travel Research
• Visa
• Datafy Geotracking
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. 11 B0785-0001\26708422 do¢
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12 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 24, 2022 City Council formal 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 the CITY 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 CVB's work plan accomplishments year to date and upcoming CVB proposed work plan items.

11. 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 CVB 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 "CVB employees") assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CVB shall notify CITY immediately in writing if CVB or CVB employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CVB employees shall immediately cease performing services under the Agreement.

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

1. Require CVB 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 CVB 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, CVB shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.
12 80785-0001 \2670842v2.doc
DocuSign Envelope ID 58E3A0C9-0849-4734-8EC3-6C6F67E78A12 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 24, 2022 City Council formal 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.

Quarterly Meetings
CVB shall coordinate four (4) quarterly meetings with the Beverly Hills City Council Liaisons CVB / 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 CVB's work plan accomplishments year to date and upcoming CVB proposed work plan items.

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 CV to immediately monitor and track the signs and symptoms of €OVID-19, the common cold and influenza for all of its employees and subcontractors (collectively "CVB employees") assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CVB shall notify CITY immediately in writing if CVB or CVS employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CVS employees shall immediately cease performing services under the Agreement.

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

1. Require CVB 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 CVS 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, CVB shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.
12 B0785-0001\26708422 do
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12

3. CVB 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. CVB shall disinfect all areas that CVB's employees come in contact with while performing services under the Agreement before and after usage.

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

D. CVB shall also maintain daily monitoring and record keeping in connection with CITY projects where CVB employees come on site for the following information:

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. CVB employees are not working while sick.

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

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

E. CVB 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.

CVB shall be required to know and adhere to Los Angeles County Public Health Order http ://pu blichealth. lacou nty.gov/med ia/Coronavi rus/reopen i ng-la. htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www. beverlyh ills. org/novelcoronavirus
CITY reserves the right to review CVB's daily logs to ensure compliance with this Agreement. CITY has the right to send CVB employees home who do not comply with these requirements. CVB 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.
13 80785-000 l \2670842v2.doc
DocuSign Envelope ID: 58E3A0C9-0B49-4734-BEC3-6C6F67E78A12

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

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

D. CVB shall also maintain daily monitoring and record keeping in connection with CITY projects where CVB employees come on site for the following information:

2. CVB employees are not working while sick.

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

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

E. CVB 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.

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

For the latest CITY updates and COVID-19 related FAQs please visit http:flwww.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CVB's daily logs to ensure compliance with this Agreement. CITY has the right to send CVS employees home who do not comply with these requirements. CVB 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.
13 B0785-0001 \26708422 doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12

EXHIBIT B

CVB FY 22/23 Work Plan
Domestic Marketing
New York Sales Mission $130,000
Destination Marketing $1,250,000
Domestic Public Relations $119, 150
Meetings, Incentives, Conferences, and Exhibitions (MICE) Marketing $128,250 Partnership Marketing and Secondary Market Sales Initiatives $50,000 Domestic Marketing Sub-Total $1,677,400
International Marketing
Sales Missions $62,500
Trade Shows $93,670
Public Relations $15,000
Representation $205,000
Emerging Markets $30,000
International Marketing Sub-Total $406,170
Interactive
Database/eMail $11,550
Search Engine Optimization (SEO) I Search Engine Marketing (SEM) $121,000 Content $136,250
Domestic Site $58,834
Digital/Interactive Sub-Total $327,634
Collateral
Visitor Guide $21,000
Premiums $15,750
Collateral Sub-Total $36,750
Metrics/Research
Research Sub-Total $40,350
Special Programs
Special Programs Sub-Total $50,000
Operational (Salaries, Taxes, Benefits, Rent Etc.)
Operational (Salaries, Taxes, Benefits, Rent Etc.) $1,833, 166 Operational (Salaries, Taxes, Benefits, Rent Etc.) Sub-Total $1,833,166 Visitor Center
Merchandise/Display $20,000
Communications $10,000
Collateral $10,000
14 80785-000 I \2670842v2.doc
DocuSign Envelope ID: 58E3A0C9-0849-4734-8EC3-6C6F67TE78A412

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 Four Million Two Hundred Sixty-One Thousand Four Hundred Seventy Dollars ($4,261,470). 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. eve FY 22123 Work Plan
Domestic Marketing
New York Sales Mission $130,000
Destination Marketing $1,250,000
Domestic Public Relations $119,150
Meetings, Incentives, Conferences, and Exhibitions (MICE) Marketing $128,250 Partnership Marketing and Secondary Market Sales Initiatives $50,000 Domestic Marketing Sub-Total $1,677,400
International Marketing
Sales Missions $62,500
Trade Shows $93,670
Public Relations $15,000
Representation $205,000
Emerging Markets $30,000
International Marketing Sub-Total $406,170
Interactive
Database/eMail $11,550
Search Engine Optimization (SEO) / Search Engine Marketing (SEM) $121,000 Content $136,250
Domestic Site $58,834
Digital/interactive Sub-Total $327,634
Collateral
Visitor Guide $21,000
Premiums $15,750
Collateral Sub-Total $36,750
Metrics/Research
Research Sub-Total $40,350
Speclat Programs
Special Programs Sub-Total $50,000
Operational (Salaries, Taxes, Benefits, Rent Etc.)
Operational (Salaries, Taxes, Benefits, Rent Etc.) $1,833,166 Operational (Salaries, Taxes, Benefits, Rent Etc.) Sub-Total $1,833,166 Visitor Center
Merchandise/Display $20,000
Communications $10,000
Collateral $10,000
14 B0785-0001\26708422 doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A 12 Visitor Center Sub-Total
Total
CVB shall submit a 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, 2022 - June 30, 2023)
CVB Remits CITY Issues Period Covered Payment Amount Invoice to CITY Payment to CVB July 1, 2022 July 14, 2022 July 1 - September 30 $1,065,368 September 1, 2022 September 15, 2022 October 1 - December 31 $1,065,367 December 1, 2022 December 15, 2022 January- March 31 $1,065,368 March 1, 2023 March 16, 2023 April 1 - June 30 $1,065,367 Total $4,261,470
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 2022-2023 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 2022-2023 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 or his/her 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. 15 80785-000 l \2670842v2.doc
Docu5Sign Envelope ID: 58E340C9-0B49-4734-BEC3-6C6F67E78A412 Visitor Center Sub-Total
Total $4,411,470
($150,000)
CVB shall submit a 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, 2022 -- June 30, 2023)
CVS Remits CITY Issues Period Covered Payment Amount Invoice to CITY Payment to CVB July 1, 2022 July 14, 2022 July 1 -- September 30 $1,065,368 September 1, 2022 September 15, 2022 October 1 -- December 31 $1,065,367 December 1, 2022 December 15, 2022 January - March 31 $1,065,368 March 1, 2023 March 16, 2023 April 1 -- June 30 $1,065,367 Total $4,261,470
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 2022-2023 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 2022-2023 Work Plan.

EXHIBITC

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
16 80785-0001 \2670842v2.doc
DocuSign Envelope ID: 58E340C9-DB49-4734-BEC3-6C6F67E78A12

EXHIBITC

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
16 B0785-0001\2670842\2 doc
DocuSign Envelope ID: 58E3AOC9-DB49-4734-BEC3-6C6F67E78A12

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
B.
c.

EXPIRATION B.I. LIMITS P.D. 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:
17 80785-0001 \2670842v2.doc
ocuSign Envelope ID: 58E34009-O849-4734-8EC3-6C6F67TE78A12

EXHIBIT D

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policyfies) described below

NAMED INSURED

ADDRESS

CMPANIES AEE QRDING COVERAGE
A.

B.
c.

COMPANY COVERAGE POLICY EXPIRATION B.I LIMITS PD. AGGREGATE (A.BC) NUMBER 0ATE

CJ AUTOMOBILE LIABILITY
□ GENERAL LIABILITY

PRODUCTS/COMPLETED

OPERATIONS

L BLANKET CONTRACTUAL

LCVB'S PROTECTIVE
f) PERSONAL INJURY
□ EXCESS LIABILITY

CJ WORKER'S 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 lairs arising out of the following project or agreement lt is further agreed that the following indemnity agreement between the City pt Beverly Hills and the named insured is covered under the policy'CV Agees to indemnity. hold harmless and defend City its City Council and each member thereof and every officer and employee of City from any and all liability gr finsnciat loss resulting from any suits, claims, losses 0r actions brougt 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 CV wtile engaged by CVB in the (performance ct 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 ray 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 ot 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, ar condition ot any contract or other document with respect to wtigh 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 cf such policies
DATE
AGENCY
BY
---------------
TITLE
Address
---------------
17 Authorized Insurance RRepresentative
B0785-0001\26708422 doc
Certificate Of Completion
Envelope Id: 58E3AOC9DB494734BEC36C6F67E78A 12
Subject: Please DocuSign: Beverly Hills Conference and Visitors Bureau (CVB) CLEAN.pdf Source Envelope:

Document Pages: 17
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
6/6/2022 1 :50:58 PM
Signer Events
Stephanie Cao for Laurence Wiemer
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John Bendheim
[email protected]
John Bendheim
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
Laura Biery
[email protected]
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: 107.184.73.66
Signature Adoption: Pre-selected Style
Using IP Address: 76.87.156.142
Signature Adoption: Pre-selected Style
Using IP Address: 76.230.241.143
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
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
Sent: 6/6/2022 2:06:21 PM
Viewed: 6/6/2022 3:36:29 PM
Signed: 6/6/2022 3:38:05 PM
Sent: 6/6/2022 3:38:07 PM
Viewed: 6/6/2022 3:40:35 PM
Signed: 6/6/2022 3:40:49 PM
Sent: 6/6/2022 3:38:07 PM
Viewed: 6/6/2022 6:25:58 PM
Signed: 6/6/2022 6:26:08 PM
DocuSign·
Sent: 6/6/2022 6:26:09 PM
Viewed: 6/7/2022 12:59:14 PM
Signed: 6/7/2022 12:59:27 PM
Certificate Of Completion
Envelope Id: 58E3A0C9DB494734BEC36C6F6TE78A12
Subject: Please DocuSigr: Beverly Hills Conference and Visitors Bureau (CVB) CLEAN.pdf Source Envelope:

Document Pages 17
Certificate Pages: 3
AutoNav: Enabled
Envelopeid Stamping: Enabled
Time Zone. (UTC-08.00) Pacific Time (US & Canada)
DocuSign
Status: Completed
Envelope Originator.

Cindy Owens
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Signatures: 8
initials: 1
Record Tracking
Status: Original
6/6/2022 1.5058 PM
Signer Events
Stephanie Cao for Laurence Wienrer
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
John Bendheim
[email protected]
John Bendheim
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
Laura Biery
[email protected]
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: 107.184.73.66
Signature Adoption: Pre-selected Style
Using IP Address: 76.87.156.142
Signature Adoption: Pre-selected Style
Using IP Address 76.230.241 143
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Location: DocuSign
Timestamp
Sent 6/6/2022 2-0621 PM
Viewed: 6/6/2022 3.36.29 PM
Signed: 6/6/2022 3.38.05 PM
Sent 6/6/2022 3.38:07 PM
Viewed. 6/6/2022 3.40.35 PM
Signed.: 6/6/2022 3:4049 PM
Sent: 6/6/2022 3.38.07 PM
Viewed: 6/6/2022 6:2558 PM
Signed: 6/6/2022 6:26\08 PM
Sent 6/6/2022 6.26.09 PM
Viewed. 6/7/2022 12.59.14 PM
Signed 6/7/2022 1259.27 PM
Signer Events
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
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]
City Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[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: 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: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 137.25.47.57
Signed using mobile
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.223.17
Signed using mobile
Signature
Status
Status
Status
Status
Timestamp
Sent: 6/6/2022 6:26:10 PM
Viewed: 617/2022 7: 11: 10 AM
Signed: 6/7/2022 7:11 :21 AM
Sent: 617/2022 12:59:30 PM
Viewed: 717/2022 4:38:48 PM
Signed: 7/7/2022 4:38:58 PM
Sent: 7/7/2022 4:38:59 PM
Resent: 7/11/2022 8:12:02 AM
Viewed: 7/11/2022 11 :28:30 AM
Signed: 7/11/2022 11 :28:47 AM
Sent: 7/11/2022 11 :28:49 AM
Viewed: 7/11/2022 3:47:40 PM
Signed: 7/11/2022 3:47:53 PM
Sent: 7/11/2022 3:47:57 PM
Viewed: 7/11/2022 3:50:33 PM
Signed: 7/11/2022 3:50:52 PM
Timestamp
Timestamp
Timestamp
Times tamp
Timestamp
Signer Events
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
George Chavez
[email protected]
City Manager
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level Email, Acount 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: 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: 198.245.189.166
Signature Adoption: Pre-selected Style
Using IP Address: 137.25.47.57
Signed using mobile
Signature Adoption Pre-selected Style
Using IP Address 107.77.223.17
Signed using mobile
Signature
Status
Status
Status
Status
Timestamp
Sent 6/6/2022 6.26:10 PM
Viewed 6/7/2022 7·11:10 AM
Signed: 6/7/2022 71121 AM
Sent 6/7/2022 12-59.30 PM
Viewed 7/7/2022 4.38.48 PM
Signed: 7/7/2022 4.38.58 PM
Sent- 7/7/2022 4:38.59 PM
Resent: 7/11/2022 8 1202 AM
Viewed: 7/11/2022 11:28.30 AM
Signe6: 7/11/2022 11.2847 AM
Sent. 7/11/2022 112849 AM
Viewed: 7/11/2022 347 40 PM
Signed: 7/11/2022 34753 PM
Sent. 7/11/2022 3.4757 PM
Viewed: 7/11/2022 3.50.33PM
Signed: 7/11/2022 3.50.52 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Carbon Copy Events
Gabrielle Ressa
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Laura Biery
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

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

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

Not Offered via DocuSign
Witness Events
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Payment Events
Status
COPIED
COPIED
COPIED
COPIED
COPIED
Signature
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Status
Timestamp
Sent: 617/2022 12:59:28 PM
Viewed: 7/11/2022 3:58:03 PM
Sent: 617/2022 12:59:29 PM
Viewed: 617/2022 1 :00:55 PM
Sent: 7/11/2022 11 :28:50 AM
Sent: 7/11/2022 11 :28:50 AM
Sent: 7/11/2022 3:50:55 PM
Timestamp
Timestamp
Timestamps
6/6/2022 2:06:21 PM
7/11/2022 3:50:33 PM
7/11/2022 3:50:52 PM
7/11/2022 3:50:55 PM
Timestamps
Carbon Copy Events Status Timestamp
Gabrielle Res6a COPIED Sent 6/7/2022 12 59.28 PM
[email protected] Viewed 7/1 1/2022 358.03 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Laura Biery COPIED Sent: 6/7/2022 12.59.29 PM
[email protected] Viewed. 6/7/2022 1.00.55 PM
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon COPIED Sent: 7/11/2022 11.28.50 AM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Oered via DocuSign
Dorina Mohan COPIED Sent 7/11/2022 11.28.50 AM
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Perez COPIED Sent 7/11/2022 3-50.55 PM
jporez@bevertyhills. org
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 6/6/2022 2.06-21 PM
Certified Delivered Security Checked 7/11/2022 35033 PM Signing Complete Security Checked 7/+1/2022 35052 PM
Completed Security Checked 7/11/2022 3.5055 PM
Payment Events Status Timestamps

Beverly Hills City CouncilAugust 23, 2022

Beverly Hills City Council
August 23, 2022