Attachment H - Revel Republic Contract #5247,OAKS and Levine Forms — Santa Monica City Council, March 24, 2026

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Contract No. 5247

CULTURAL AFFAIRS ART OF RECOVERY AS-NEEDED PRODUCTION PARTNER

CONTRACTUAL SERVICES AGREEMENT
This Cultural Affairs Art of Recovery Production As-Needed Partner Contractual Services Agreement (“Agreement”), entered into as of [_________________](“Execution Date”), by and between the CITY OF SANTA MONICA, a municipal corporation (“City”), and Revel Republic (“Contractor”), is made with reference to the following:

RECITALS:

A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. Contractor is qualified to do business, and is doing business, in the State of California.

Contractor represents it has the background, knowledge, experience, and expertise necessary to provide the services set forth in this Agreement.

C. City issued a Request for Proposals (“RFP”) for organizations, arts and cultural producers, collectives, groups, and individuals to be Production Partners for Art of Recovery projects on an as-needed basis, and Contractor provided its proposal (“Proposal”) in response thereto.

Copies of the RFP and Proposal are attached hereto as Exhibits C and D and incorporated herein by reference.

D. City and Contractor desire to enter into an agreement collaborate with artists to create and implement artwork and/or produce and implement public programs and events, which may be ticketed or free (“Projects”) in Santa Monica as part of its Art of Recovery (“AoR”) grant initiative as a Production Partner upon the terms and conditions set forth below.

NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:

TERMS AND CONDITIONS

1. Term. This Agreement begins on the Execution Date and terminates five (5) years thereafter, unless sooner terminated in accordance with Section 14.

2. Contractor Services. Contractor will perform the general services described in Exhibit A, as required in connection with individual Projects for which Contractor is selected to provide services (“Project Services”). The specific services to be provided by Contractor for each individual Project will be defined in a scope of services established in connection with the individual Project and may include “Licensed Project Deliverables” as this term is defined in Section 23.1. Contractor will complete the Project Services in accordance with Exhibit B, (“Project Budget”) and the specific budget set in connection with the individual Project for which Contractor is providing Project Services.

Certain Projects may include the production of events (“Event Projects”), including “City Produced” or “City Sponsored Events” as these terms are defined in Administrative Instruction II4-21 (“AI II-4-21”). Event Projects may involve shared costs and the generation of revenue in accordance with Section 4 below. To the extent any Event Project is a “Community Event” as this Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06 3/17/2026

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term is defined in Administrative Instruction II-4-4 (“AI II-4-4”), the requirements of AI II-4-4 shall govern all permitting, operations, cost recovery, insurance, indemnification, and compliance obligations. For purposes of this Agreement, AI II-4-21 and AI II-4-4 shall be collectively referred to as the “Event Policies”. In the event that there is a conflict between this Agreement and the Event Policies, the Event Policies shall control.

The following process will apply for each Project, subject to modification through a collaborative process between City and Contractor:

2.1. City’s project manager will send a request for Project Services to Contractor with a scope of services and timeline for project deliverables (“Project Deliverables”);

2.2. Contractor will provide City’s project manager with a quote for the Project Services that City requested;

2.3. City, through the designated project manager, may reject or accept the quote or seek an adjustment of the Project Services with an adjusted quote;

2.4. After acceptance of the quote or mutual acceptance of an adjusted quote, City’s project manager will issue a Notice to Proceed that will contain (a) the specific scope for the Project Services with Project Deliverables to be provided by Contractor to the City, which may include documentation relating to the progress or completion of the Project (“Project Documentation”); (b) a timeline for provision of the Project Deliverables, including any Project Documentation; (c) a specific Project Budget; and (d) a statement identifying whether the specific scope of the Project Services are funded in whole or in part with grant funds provided to City and, if so, identifying the applicable Grant Conditions/Requirements set forth in Exhibit F with which Contractor must comply in connection with the performance of the Project Services.

2.5. Contractor will commence the Project Services after receipt of the Notice to Proceed and sent Project Deliverables, including any Project Documentation, to City’s project manager in accordance with the timeline in the Notice to Proceed.

2.6. Event Classification. Each Project that constitutes an Event Project shall be classified in the applicable Notice to Proceed as a City Co-Produced Event, City Sponsored Event, and/or Community Event consistent with the definitions and approval requirements set forth in the Event Policies.

2.7. Community Events. Any Event Project that meets the definition of a “Community Event” under Santa Monica Municipal Code Chapter 4.68 shall be subject to Event Policies, including event category, permit approval, cost recovery, insurance, indemnification, operational conditions, and post-event reporting. Nothing in this Agreement constitutes approval of a Community Event Permit.

2.8. The concepts of equitable inclusion, cultural competency, and language justice are intrinsic to the City of Santa Monica’s Diversity, Equity and Inclusion priorities.

Accordingly, Contractor agrees to apply these concepts when providing Project Services to City, and to ensure that Project Services are tailored for Santa Monica and its diverse community.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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3. Project Services. For each Project for which Contractor is selected to provide Project Services, City agrees to:

3.1. Make available to Contractor any currently existing documents, data or information required for the performance of Project Services.

3.2. Designate a representative authorized to act on behalf of City.

3.3. Promptly examine and render findings on all documents submitted for staff review by Contractor.

4. Compensation; Event Cost and Revenue Sharing.

4.1. Compensation. For each Project for which Contractor is selected to provide Project Services, City will compensate Contractor for Project Services performed in an amount not to exceed the maximum compensation specified in the Project Budget, unless otherwise provided for an Event Project pursuant to Section 4.2. The total amount of compensation for all Project Services rendered by Contractor during the term of this Agreement, which may involve multiple separate Projects, shall not exceed Two-Hundred Fifty Thousand Dollars ($250,000).

4.2. Event Cost, Support, and Revenue Sharing.

4.2.1 Designation of Event Project. A Project shall be deemed an Event Project only if expressly identified as such in the applicable Notice to Proceed.

4.2.2 Event Eligibility and Approval. City participation in any Event Project is subject to satisfaction of the event partnership criteria, restrictions, and approval levels set forth in the Event Policies, including classification by Event Type, event reach, organizational breadth, and procurement of a Community Event Permit, as applicable.

4.2.3 Event Budget; Support Cap. Each Event Project shall include a Partner Budget consistent with the Event Policies, identifying City costs, Contractor costs, Event Revenues, in-kind support, external cash costs, and interdivisional charges. For City Sponsored Events, the total value of City support shall not exceed fifty percent (50%) of total Event expenditures, inclusive of cash, in-kind support, and fee waivers.

4.2.4 City Costs and In-Kind Support. City support may include cash contributions, City resources, fee waivers, lost revenue, and interdivisional charges, each valued and tracked in accordance with the Event Policies. All City staff time, resources, and waived fees shall be documented for budgeting and reporting purposes, whether or not charged to Contractor. All City support shall comply with subsidy, fee waiver, and cost recovery limitations established under the Event Policies.

4.2.5 Event Costs. For Event Projects, City and Contractor may agree to share direct, reasonable, and pre-approved costs associated with the Event, including but not limited to venue costs, marketing, staffing, equipment, permits, security, and insurance (“Event Costs”). The allocation of Event Costs, including any City cost cap, shall be specified in the applicable Project Budget. Any Event Costs not expressly approved in writing by City shall be the sole responsibility of Contractor.

4.2.6 Event Revenues. Event Projects may generate revenue, including ticket sales (if applicable), sponsorships, donations, entry fees, vendor fees, or other allowable Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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revenues (“Event Revenues”), as defined in the Event Policies. Allocation of Event Revenues shall be specified in the Project Budget.

4.2.7 Use of Revenues. Event Revenues received by City shall be used solely to offset Event Costs, City resources expended, or other allowable purposes consistent with the Event Policies and applicable law.

4.2.8 Ticketed Events; City Revenue Floor and Guaranteed Minimum. For ticketed City Co-Produced or City Sponsored Events, the Project Budget shall establish a guaranteed minimum payment to City (“City Revenue Floor”), which reflects City participation, risk, and support provided. The City Revenue Floor shall be payable to City regardless of actual Event Revenues generated, unless modified pursuant to subsection 4.2.11, governing ticket sale cancellation or conversion to free event.

City shall receive the greater of (i) its allocated share of actual Event Revenues or (ii) the City Revenue Floor.

4.2.9 Free Events. For Event Projects that are free to the public, Event Revenues may consist solely of non-ticket revenue sources.

4.2.10 Accounting and Remittance. Contractor shall provide City with a final written accounting of all Event Costs and Event Revenues within thirty (30) days following completion of the Event Project and shall remit any amounts due to City, including any City Revenue Floor, within fifteen (15) days thereafter.

4.2.11 Ticket Sales Cancellation or Prohibition; Fallback Revenue Protection. If ticket sales are canceled, prohibited, or rendered impracticable due to public health orders, permitting conditions, safety concerns, force majeure, or City-directed changes, City may, in its discretion and consistent with the Event Policies: (i) approve a reduced City Revenue Floor; (ii) convert the Event to a free event with alternative Event Revenues (e.g., sponsorships or donations) subject to revenue sharing; or (iii) terminate the Event Project without fault, subject only to payment of approved, non-cancelable external cash costs and interdivisional charges incurred prior to cancellation.

4.2.12 Accounting and Post-Event Evaluation. Contractor shall cooperate with City in preparation of a post-event evaluation and actual Event Budget within thirty (30) days following the Event, consistent with the Event Policies, including reconciliation of Event Revenues, City support, and payment of any amounts due to City.

4.2.13 Community Event Costs. For any Event Project that is a Community Event subject to AI II-4-4, Contractor shall be responsible for payment of all City service costs, including Police, Fire, Transportation, Community Events Office staffing, cleanup, and interdivisional charges, unless expressly waived in writing pursuant to AI II-4-4.

4.2.14 Event Projects and Compliance with Law. All City participation in Event Projects is subject to the Santa Monica City Charter, Santa Monica Municipal Code (“SMMC”), including Chapter 4.68 governing Community Events, the Event Policies, and applicable California law governing public expenditures and receipt of revenues.

5. Invoices. For each Project for which Contractor is selected to provide Project Services, Contractor will invoice the City for Project Services in accordance with the Project Budget, Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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and City will pay any undisputed amount within thirty (30) days of receipt and City’s approval of an invoice. Where Contractor intends to submit invoices to City that include payments that were made or will be made to subcontractors the invoices shall include the following information: (a) the name of the subcontractors; (b) the address of the place of business or residence of subcontractors; and (c) contact information, including telephone numbers and email addresses, for subcontractors. Contractor understands and agrees that the City may use to this information to contact subcontractors to verify that Contractor paid its subcontractors for Project Services rendered under this Agreement.

6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, by email communication, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:

6.1. All notices, demands, requests or approvals to City:

Cultural Affairs Division, Recreation and Arts Department City of Santa Monica
1685 Main Street, MS #44
Santa Monica, California 90401
Attention: Natalie Marrero, Cultural Affairs Supervisor, Cultural Programs Re: Contract No. 5247
with a copy to:

Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 5247

6.2. All notices, demands, requests or approvals to Contractor:

Revel Republic
ATTN: Bernard Kida
874 Spectrum Center Drive
Irvine, CA 92618
[email protected]
Re: Contract No. 5247

7. Independent Parties. Notwithstanding any cost-sharing or revenue-sharing for an Event Project, both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another. Neither City nor any of its officers or employees will have any control over the conduct of Contractor or any of Contractor’s agents, representatives, officers, employees, or subcontractors except as otherwise provided in this Agreement.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement. This Agreement may be modified only by written agreement signed by City and Contractor and approved as to form by the City Attorney.

9. Insurance.

9.1 Prior to commencing Project Services under this Agreement, Contractor must procure, maintain, and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of Project Services by Contractor or Contractor’s agents, representatives, officers, employees or subcontractors, for the duration of this Agreement. Contractor must obtain insurance that, at a minimum, meets the requirements for insurance set forth in Exhibit E, Insurance Requirements.

9.2 Contractor may require that subcontractors obtain their own insurance in lieu of procuring and paying for insurance to cover subcontractors. Contractor shall ensure that all subcontractors performing services under this Agreement maintain insurance subject to the same terms and conditions as set forth in Exhibit E. Contractor shall not allow its subcontractors to perform services if subcontractors have less than the level of coverage required in Exhibit E. It is the obligation of Contractor to provide notice of the insurance requirements to its subcontractors and to receive proof of insurance prior to allowing any subcontractor to begin work. Such proof of insurance must be maintained by Contractor throughout the entirety of this Agreement subject to inspection by City representative(s) at any reasonable time.

9.3 For Community Events subject to AI II-4-4, Contractor shall satisfy any additional insurance requirements imposed as a condition of a Community Event Permit. In the event of conflict, permit insurance requirements shall control.

10. Defense and Indemnification.

10.1. Contractor agrees to defend, indemnify, protect, and hold harmless City, its City Council and Boards and Commissions, and its agents, officers, employees, and volunteers (collectively, “the City Indemnitees”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorneys’ fees and payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the act, errors, and/or omissions of Contractor, or Contractor’s agents, representatives, officers, employees, or subcontractors. Contractor’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of any of the City Indemnitees, which may be in combination with the acts or omissions of Contractor, or its agents, representatives, officers, employees, or subcontractors; provided, however, that Contractor’s duty to defend, indemnify, protect, and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City Indemnitees. Notwithstanding Contractor’s obligation to defend the City Indemnitees hereunder, City has the right to conduct this defense and seek Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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reimbursement for reasonable costs of defense from Contractor, if City chooses to do so.

10.2. Enforcement Costs. Contractor agrees to pay any and all costs City incurs enforcing the defense, indemnity, protections, and hold harmless provisions set forth in Section 10.1.

11. Prohibition Against Transfers.

11.1. Contractor may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without City’s consent will be null and void, and any assignee, hypothecate, or transferee acquires no right or interest by reason of such attempted assignment, hypothecation, or transfer.

11.2. The sale, assignment, transfer, or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint ventures or syndicate member of Contractor, if a partnership or joint venture or syndicate exists, which results in changing the control of Contractor, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.

12. Permits and Licenses. Contractor, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses, and certificates. For any Event Project constituting a Community Event, Contractor shall obtain and comply with all Community Event permits required under SMMC Chapter 4.68 and AI II-4-4.

13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.

14. Default and Termination.

14.1. If Contractor fails or refuses to perform any of the provisions of this Agreement, including applicable Grant Conditions/Requirements identified in a Notice to Proceed pursuant to Section 2.4 and Exhibit F, and if the default is not cured within a period of five (5) days after City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to Contractor.

14.2. City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten (10) days’ written notice to Contractor. Upon termination of this Agreement pursuant to this Section 14.2, City will pay Contractor any compensation earned and unpaid up to the effective date of termination. Termination of an Event Project pursuant to Section 4.2.12 shall not be deemed a termination for default.

14.3. Contractor has the option, at its sole discretion and without cause, of terminating this Agreement by giving thirty (30) days’ written notice to City. No later than the effective date of termination, which will be thirty (30) days following the City’s receipt of Contractor’s written notice of termination, Contractor will return compensation paid by City to Contractor for services not yet performed by Contractor, or its subcontractors, under this Agreement up through the effective date of termination. To the extent that Contractor’s agents, representatives, officers, employees or subcontractors performed services under this Agreement prior to the effective date of termination, Contractor shall pay such parties for all services rendered prior to the effective date of termination.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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14.4. Community Event Permit Revocation. Revocation, suspension, or denial of a Community Event Permit issued pursuant to AI II-4-4 shall constitute grounds for immediate termination of the applicable Event Project without fault to City.

14.5. If Contractor fails to comply with any applicable Grant Conditions/Requirements identified in Exhibit F and incorporated into a Notice to Proceed, City may, in its sole discretion: (a) suspend or terminate the applicable Project Services; (b) terminate this Agreement pursuant to Section 14.1; and/or (c) require Contractor to reimburse City for any grant funds expended in violation of the applicable Grant Conditions.

15. Compliance with Law; Grant Conditions. Contractor must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City, including but not limited to, the SMMC and Event Policies.

To the extent a Notice to Proceed identifies that a portion or all of the Project Services will be funded in whole or in part with grant funds received by City and subject to the Grant Conditions/Requirements set forth in Exhibit F, Contractor shall comply, and shall ensure that its employees, agents, representatives, and subcontractors comply, with such Grant Conditions in the performance of the Project Services subject to the Grant Conditions/Requirements. Contractor acknowledges that such grant funds were awarded to City and that Contractor’s compliance with the applicable Grant Conditions/Requirements is a material requirement of this Agreement.

16. Discrimination. Contractor may not discriminate in the provision of services hereunder because of race, religion, creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military or veteran status.

17. Nuisance. Contractor may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.

18. Records.

18.1. Contractor must maintain complete and accurate records with respect to costs, expenses, receipts, Event Costs, Event Revenues, and other such information required by City for any Project Services provided where compensation is based on hourly rates, subcontractor costs, or other direct costs. Contractor must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of four years after receipt of final payment.

18.2. Contractor must maintain records in sufficient detail to permit an evaluation of Contractor’s performance of Project Services and in accordance with generally accepted accounting principles. Contractor must clearly identify all records and make them readily accessible to City. At City’s request, Contractor must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.

18.3. Contractor must allow City to have free access to Contractor’s books and records and to inspect all work, data, documents, proceedings, and activities related to this Agreement.

City has the right to examine or audit Contractor’s records, and Contractor agrees to Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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cooperate with any examination or audit of its records. If a City audit discloses an error of five percent (5%) or more in information reported by Contractor, Contractor agrees to pay the cost of City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.

19. Project Deliverables.

19.1. For purposes of this Agreement, the term “Project Deliverables” includes all work product or materials, including Images, created in the performance of Project Services by Contractor, or its subcontractors, as specified and approved for each Project for which Contractor is selected to provide Project Services, and for which credit will be given to the City as set forth in Section 19.6 below. Contractor and its subcontractors may not deviate substantially from the approved Project Services without written approval of the City. As provided in Section 23.1 below, Project Deliverables may also include “Licensed Project Deliverables” as this term is defined below.

19.2. [Intentionally Omitted]

19.3. Completion Date. For each Project for which Contractor is selected to provide Project Services, Contractor agrees to ensure the completion of the Project Services and any Project Deliverables on or before the Completion Date specified in the Notice to Proceed. In the event of a natural disaster, act of nature, or other circumstance beyond Contractor’s control that precludes completion of the Project Services or Project Deliverables by the Completion Date, City may, in its sole discretion, extend the Completion Date. Circumstances beyond Contractor’s control include, but are not limited to, delays caused by City agents or contractors. Contractor agrees to fully inform City of anticipated delays and Contractor’s efforts to mitigate delays.

19.4. Unique and Original Project Deliverables. Contractor represents and warrants that the Project Deliverables, including the Licensed Project Deliverables, are original (excluding permissioned materials), will not contain any libelous or otherwise unlawful material, and will not infringe upon any copyright, patent, trademark, trade secret, or other intellectual property right, any right against defamation, any right of publicity, or any privacy right, or violate any other personal, property, or proprietary right. Nothing in this Agreement prevents Contractor. or its subcontractors, from creating future Projects in the same style and manner of expression.

19.5. Permissions. Contractor represents and warrants the following:

19.5.1. Prior to delivery of Project Deliverables, including Licensed Project Deliverables, Contractor has obtained from all persons who are, or whose trademark or other property is, identified, depicted, or otherwise referred to in any of the Project Deliverables, all licenses, permissions, waivers, and consents (collectively, "Permissions" and each, individually, a "Permission"), including those relating to publicity and privacy, as are or reasonably may be expected to be necessary for the Project Deliverables, including all intellectual property rights therein, without incurring any payment or other obligation to, or otherwise violating any right of, any such person; and
Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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19.5.2. Should Project Deliverables, including Licensed Project Deliverables, depict, or otherwise refer to names, images, likeness, or biographical and professional information of any persons, Contractor shall procure such Permissions as are or may be expected to be necessary for Contractor and its subcontractors to fully and lawfully exercise their rights and obligations under this Agreement; and

19.5.3. Contractor has procured, in legally binding and irrevocable written instruments, all Permissions as are or reasonably may be expected to be necessary for Contractor and its subcontractors to fully and lawfully exercise their rights and obligations under this Agreement, including all required Permissions of the representatives of any deceased individual who are, or whose property is identified, depicted, or otherwise referred to in the Project Deliverables, including Licensed Project Deliverables.

19.5.4. Contractor shall provide copies of any Permissions within three (3) days from City’s request.

19.6. Credit to City. Contractor agrees to credit the City of Santa Monica on any and all written materials that comprise Contractor’s public exhibition of the Project Deliverables. Contractor further agrees to include in any press release, printed materials or public or private statements related to the Project Deliverables the following phrase:
“This project was made possible by Art of Recovery, an initiative of the City of Santa Monica Cultural Affairs”, or similar language as may be agreed to by both parties.

20. City’s Obligations; Right to Review; Approval of Design, Production and Presentation of Projects.

20.1. City’s Obligations. City agrees to allow reasonable access to the designated site where Contractor or its subcontractors will install or present a Project, as specified in the Project Services.

20.2. City’s Right to Review.

20.2.1. Upon reasonable notice to Contractor, City or its designees have the right, at mutually agreed upon times, to inspect and review the progress of the design, fabrication, and installation of a Project or review the production process for a Project.

20.2.2. If City, upon review of Project Deliverables, determines that the Project does not conform to specifications outlined in the Project Services, City reserves the right to notify Contractor in writing of the deficiencies and that City intends to withhold the next payment installment as set forth in the Project Budget, until such deficiencies are remedied.

20.2.3. Contractor agrees to promptly cure any deficiencies specified by City and to notify City in writing upon completion of the cure. City will promptly review the Project, and upon approval will release any amounts withheld from the next payment installment as set forth in the Project Budget. If Contractor disputes City’s determination that the Project does not conform to the specifications outlined in the Project Services, Contractor will promptly submit reasons to the Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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contrary in writing to City. City agrees to make reasonable efforts to resolve the dispute with Contractor in good faith. Final determination as to whether Contractor and its subcontractors have complied with the terms of this Agreement remains in City’s sole and absolute discretion.

20.2.4. Contractor shall allow duly authorized agents or employees of City to inspect, during normal business hours, those records, books, accounts, documents, papers, and other items of property of Contractor to evaluate the performance of Contractor and its subcontractors.

20.2.5. City may interview or otherwise communicate with any agent, representative, officer, employee or subcontractor of Contractor during normal business hours or at other mutually agreed upon times regarding the performance of Contractor and its subcontractors. Contractor agrees to cooperate with City in arranging the communications.

20.3. Approval and Acceptance.

20.3.1. Contractor agrees to notify City in writing when the fabrication, production, or delivery of a Project is complete and, where applicable, that the Project is ready for installation or presentation for an event.

20.3.2. Upon receiving Contractor’s notice of completion of fabrication, production, or delivery of Project a, City will take the following steps:

A. If applicable, promptly inspect the Project prior to installation or presentation, where feasible, at the designated site.

B. Determine whether the Project conforms to specifications outlined in the Project Services; and
C. If the City approves the Project, provide Contractor with written approval of the Project.

D. Notwithstanding the foregoing approval of the Project, to ensure that the Project conforms with the specifications outlined in the Project Services, the City reserves the right to final approval and acceptance of the Project as set forth in Section 20.5 of this Agreement.

20.4. Inspection of Designated Site for Installation or Presentation of Project. Contractor agrees to coordinate closely with City (including City’s officials, officers, employees, contractors, and agents) to prepare the site designated for the installation or presentation of the Project. Contractor must inspect the designated site where Project will be installed or presented and Contractor agrees to notify City in writing of any observed adverse conditions at, on or around the site that would negatively impact installation or presentation of the Project and which require correction.

20.5. Final Inspection and Approval. If applicable, upon completion of installation or presentation of a Project, City will take the following steps:

20.5.1. Where applicable, promptly inspect Project within five business days of notice Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

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of completion of installation or presentation at the designated site where the Project will be installed or presented as specified in the Project Services;

20.5.2. Ascertain whether the Project conforms to the specifications outlined in the Project Services; and

20.5.3. If the City approves, provide Contractor with final written acceptance of the Project.

20.6. Should City withhold final approval of a Project, City will promptly notify Contractor in writing of the reasons for withholding approval. City will provide Contractor a reasonable amount of time from date of City’s notice to make the necessary adjustments to the design, fabrication, installation, or presentation of the Project to obtain City’s final written approval.

20.7. Custody. Contractor agrees that until final inspection and written acceptance of the Project by City’s designated representative pursuant to Section 20.5, the Project shall be deemed to be in Contractor’s custody for purposes of Section 9, Insurance; and Section 10, Defense and Indemnification.

21. Archival Materials for City. Within thirty (30) calendar days after installation or presentation of a Project, Contractor must provide City with the following:

21.1. Digital Photographs. A set of at least three digital photographic images of the Project (hereafter collectively referred to as “Images”), 300dpi or better, JPG or TIFF files, on a Flash Drive. The Images must be labeled with the name of the Project, the date that the photograph was taken, the location from which the photograph was taken, and the full name of photographer that took the Images to permit City to provide credit to photographer. By providing the Images to City, Contractor represents and warrants that the Images and use thereof as permitted under this Agreement will not violate any law or regulation or infringe or otherwise violate any right of any third-party, including, but not limited to, any copyright or other intellectual property right, or the right of any person or entity.

21.2. Written Description. A full written narrative description of the Project.

22. Temporary Nature of Art Installations.

22.1. This Section 22 applies to tangible Projects that are artwork and that are fabricated and temporarily installed or presented on a physical space.

22.2. Alterations and Destruction of the Artwork. Contractor and City agree that the Project is intended to be temporary in its entirety and that City or its designee may cease operations, de-install, remove, and dispose of the artwork upon completion of the installation or presentation period. Prior to deinstallation of the artwork, City shall make reasonably good faith efforts to notify and consult with Contractor to come to a mutually agreeable plan for disposition of the artwork.

22.3. City may destroy, alter, mutilate, deface, relocate or remove the Project in the event that such action is necessary to further the public health, safety, or welfare. In the event of an emergency, as determined by City, City will provide notice to Contractor within a reasonable time period after the emergency ceases.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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22.4. The notice requirements set forth in this Section 22 are contingent upon Contractor providing a current address for purposes of notification. In the event of any destruction, alteration, mutilation, defacement, relocation or removal of the Project, Contractor, on behalf of itself and its subcontractors will have the right, upon written notice to the City, to disclaim authorship of the artwork.

22.5. Limitation of Liability. Neither Contractor nor City will be responsible for damage to or destruction of the Project arising from the acts of third parties or caused by the elements, atmosphere, or other acts of nature, or caused by aging.

22.6. Modification of State and Federal Law. Contractor, on behalf of itself and its subcontractors acknowledges the temporary nature of the Project and waives the right to prevent removal of the Project from the project site designated in the Project Services.

Contractor understands and agrees that this Section 22 constitutes a modification of the rights and remedies set forth in the California Art Preservation Act (“CAPA”) and the Visual Artist Rights Act of 1990 (“VARA”). Such modification may bar claims by Contractor and its subcontractors including claims for damages, injunctive relief or attorneys’ fees and costs, in the event of destruction, alteration, mutilation, or defacement of the artwork. CAPA, set forth in California Civil Code Sections 987 and 989, prohibits the intentional commission, or authorizing the commission of, any physical defacement, mutilation, alteration or destruction of a work of fine art. VARA, set forth in 17 USC 106A, grants artists the right to prevent distortion, mutilation, or modification, of their works of art.

23. Reproduction Rights.

23.1. Definition of “Reproduction.” With respect to reproduction of Project Deliverables, such as Images, artwork, slogans, written materials, drawings, photographs, graphic designs, film, music, transcriptions, other materials that are subject to copyright, trademark, patent, or similar protection (collectively the “Licensed Project Deliverables”), the term “reproduction” as used in this Section 23, Reproduction Rights, and in Section 24, License Rights and Commercial Use, below, means using, printing, copying, distributing, publishing, publicly displaying, photographing, videotaping or filming the Licensed Project Deliverables, and/or publicly displaying an unlimited number of copies of any resulting print, copy, photograph, videotape, or film, in any and all formats and media whether now or hereafter known or devised by any and all technologies and means of delivery.

23.2. License Rights to City. Contractor, on behalf of itself and its subcontractors, hereby expressly grants to City a non-exclusive license to reproduce the Licensed Project Deliverables, or any portion thereof, for commercial and non-commercial use, and to publicly display and use the Licensed Project Deliverables and any reproductions thereof for commercial and noncommercial use, in accordance with the provisions set forth in Section 24, License Rights and Commercial Use, below.

23.3. Copyright Ownership and License Rights. Contractor or its subcontractors, retain all copyright interests in the Licensed Project Deliverables and have right to reproduce the Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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Licensed Project Deliverables or grant licenses for reproduction of the Licensed Project Deliverables to others for commercial or non-commercial purposes subject to the provisions of Section 24, License Rights and Commercial Use, below.

24. License Rights and Commercial Use.

24.1. Definitions. For purposes of this Section 24, the following terms have the following meanings:

24.2. “Commercial Use.” The term “commercial use” means the approved use or reproduction of the Licensed Project Deliverables, or any part thereof, by City, Contractor, or Contractor’s subcontractors, which results in direct monetary compensation to the party initiating the use or reproduction, including use or reproduction of the Licensed Project Deliverables in advertising, clothing, magazines, books, newspapers, postcards, films, television, greeting cards, commercial photography, posters, lithographs, or other format or media whether now known or hereafter discovered.

24.3. “Non-Commercial Use.” The term “noncommercial use” means any use of the Licensed Project Deliverables, or any part thereof, for informational, historical, or educational purposes, and which does not result in any direct monetary compensation to Contractor, its subcontractors, or City, including: any reproduction of the Licensed Project Deliverables in reviews or articles relating to City, the Licensed Project Deliverables, Contractor or its subcontractors, or other Projects produced by Contractor or its subcontractors; or in brochures or other similar presentations in any format or media now known or hereafter discovered for purposes of publicizing the Licensed Project Deliverables or their display, provided that such non-commercial use is exercised in a reasonable and professional manner.

24.4. “Contractor” and “City.” As used in this Section 24, the terms “Contractor” and “City” include the respective heirs, successors, and assignees of each party.

24.5. Commercial Use by City. Commencing upon City’s acceptance of the Licensed Project Deliverables, Contractor, on behalf of itself and its subcontractors, grants to City or any of its sublicensees a non-exclusive license to reproduce the Licensed Project Deliverables, or any portion thereof, for commercial use. City’s non-exclusive license interest and sublicense rights for commercial use of the Licensed Project Deliverables extends for the duration of any copyright held on the Licensed Project Deliverables by Contractor or its subcontractors, or 100 years, whichever period is longer.

24.6. Commercial Use by Contractor. City has the right to review and approve any commercial use of the Licensed Project Deliverables by Contractor, any of its subcontractors, or any of Contractor’s licensees. City must notify Contractor of its disapproval of any commercial use within 15 calendar days of receipt of written notice from Contractor of the proposed commercial use.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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24.7. Share of Proceeds. If Contractor, or any of its subcontractors, reproduce the Licensed Project Deliverables for commercial use, Contractor must ensure that City is credited as commissioning party of the Licensed Project Deliverables, unless such credit is not reasonably feasible, and pay to City fifty percent (50%) of the net proceeds earned by Contractor or any of its subcontractors from each reproduction thereof. If City reproduces the Licensed Project Deliverables, or any form thereof for commercial use, City will pay Contractor fifty percent (50%) of the net proceeds earned by City from any reproduction thereof. If either City or Contractor or any of its subcontractors, reaches an agreement with a third party for payment of monetary compensation in exchange for commercial use of the Licensed Project Deliverables by the third party, Contractor is entitled to receive fifty percent (50%) and City is entitled to receive the other fifty percent (50%) of the negotiated monetary compensation.

24.8. Non-Commercial Use. Commencing upon City’s acceptance of the Licensed Project Deliverables, Contractor, on behalf of itself and its subcontractors agrees to grant to City a non-exclusive license to reproduce the Licensed Project Deliverables, or any portion thereof, for noncommercial use. Nothing contained in this Section 24 will be construed to prevent City from using the Licensed Project Deliverables, or any reproduction thereof, without fee, for noncommercial, promotional, historical, or other City purposes, as defined in Section 24.3. If City receives a fee for any non-commercial uses, Contractor is entitled to receive fifty percent (50%) of net proceeds and City will retain the other fifty percent (50%) of net proceeds. City’s non-exclusive license interest for noncommercial use of the Licensed Project Deliverables, or any part thereof, extends for the duration of any copyright held on the Licensed Project Deliverables by Contractor, or its subcontractors, or 100 years, whichever is longer.

24.9. Adaptations. Contractor, on behalf of itself and its subcontractors, acknowledges and agrees that the rights and license granted to City under this Agreement include City’s rights: (a) to use and reproduce the Licensed Project Deliverables in digital form of display on City’s website on the World Wide Web portion of the Internet for noncommercial use commencing upon Contractor’s delivery of the Licensed Project Deliverables; (b) to modify, edit, excerpt, combine with other materials (including, but not limited to, in combination or conjunction with the name of Contractor, or any of its subcontractors, or any other name, or no name), translate, include in collective works, and create derivative works of the Licensed Project Deliverables in whole or in part (collectively, "Adapt," "Adapted," and "Adaptation" have correlative meanings). City will own and retain all right, title, and interest in and to resulting work product created using any Adaptations of the Licensed Project Deliverables made by City, or by any third party for the benefit of City, subject to Contractor’s rights as specified in this Agreement; provided, however, Contractor or its subcontractors shall maintain all rights, title, and interest in and to the Licensed Project Deliverables. City’s non-exclusive license interest for non- commercial use of Licensed Project Deliverables and Images, or any part thereof, Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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extends for the duration of any copyright held on the Licensed Project Deliverables by Contractor or its subcontractors or 100 years, whichever is longer.

24.10. Right to Sublicense. The City has the right to grant sublicenses to the rights that Contractor granted City under Sections 23 and 24, in its sole and exclusive discretion, including with respect to: (a) the identity of any sublicensee; (b) the applicable licensee fees, if any; and (c) other terms and conditions of the sublicense provided that all sublicenses will be subject to the terms and conditions of this Agreement. The City shall require all sublicensees to agree in writing to be bound by the applicable terms and conditions of this Agreement.

24.11. Contractor’s Name, Image, Likeness, Biographical and Professional Information.

Contractor, on behalf of itself and its subcontractors, grants to City the right to use the name, image, likeness, and preapproved biographical and professional information, pertaining to Contractor and its subcontractors that is publicly available, or provided by Contractor from time to time, only in connection with services performed under this Agreement, Project Deliverables and any Adaptations, including to advertise and promote the same or any good or service that features or includes the use or reproduction of services, Project Deliverables or Adaptations, in whole or in part, as provided by Contractor, or its subcontractors, unmodified or as Adapted. The name, image, likeness, or biography of Contractor or its subcontractors shall not be used in conjunction with any commercial tie-ins or as a product endorsement, without separate, prior, express written consent by Contractor.

24.12. Transfer of All Physical Ownership Rights.

24.12.1. Contractor, on behalf of itself and its subcontractors, hereby expressly transfers and conveys to City, upon payment of the fee in full as set forth in the Project Budget, any rights Contractor or any of its subcontractors, may have to physical ownership in the Project Deliverables delivered to City under this Agreement. Upon execution of this Agreement and receipt of payments as provided in this Agreement, neither Contractor, nor any of its subcontractors, will have any residual interest in the Project Deliverables, copies or photographs of the original production design drawings, the shop drawings, or the construction and fabrication documents. All rights and benefits of ownership of the Project Deliverables, copies and photographs of the original production design drawings, shop drawings, construction and fabrication documents, belong to City, except as specifically provided in this Section 24, License Rights and Commercial Use. However, all original drawings and models created by Contractor or its subcontractors, during the design and presentation of the design of Projects are owned by Contractor, or its subcontractors, and Contractor may retain copies of photographs of the original production design drawings, shop drawings, construction and fabrication documents for resume and publication purposes.

24.12.2. The transfer of title to Project Deliverables created under this Agreement must Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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be free from any and all claims, liens or charges by any person or entity, including Contractor, its subcontractors, its employee, or its suppliers.

25. Subcontractors. Contractor understands and agrees that all subcontractors hired by Contractor in connection with Contractor’s provision of Project Services under this Agreement shall be bound by the terms of this Agreement, including, where applicable, the Grant Conditions/Requirements set forth in Exhibit F. Contractor will be responsible for the quality of work and services of all subcontractors and for ensuring that all subcontractors are aware of the terms of this Agreement by which they will be bound. Contractor shall also be obligated to make timely payments to its subcontractors in accordance with any requirements set out in the Project Budget. Every agreement of any kind entered into between Contractor and any subcontractor must contain the following provision:

This agreement is consistent with and incorporates all terms and conditions of Agreement No. 5247 entered into between the City of Santa Monica and Revel Republic on (the “City Agreement”). A copy of the City Agreement is attached. The parties to this agreement understand and agree that they will be bound by the terms of the City Agreement.

26. Reports and Evaluation. At City’s request, Contractor must furnish written updates and participate in evaluation processes concerning the status or outcome of the Project Deliverables.

27. Return of City Payments.

27.1. In the event that City advances any payments to Contractor, Contractor agrees that upon expiration or termination of this Agreement, or termination of Project Services for which the City issued payments, any unexpended funds must be returned to the City within twenty-five (25) days of the date of such expiration or termination. Contractor’s obligation to return unexpended funds will survive the termination or expiration of this Agreement.

27.2. In the event that Contractor expends City payments made under this Agreement on items in violation of this Agreement, those expenditures may be disallowed. The City will notify Contractor in writing of any disallowed costs. The amount disallowed must be returned to the City within twenty-five (25) days of notice. Contractor’s obligation to reimburse the City for any disallowed expenditures or misuse of grant funds will survive the termination or expiration of this Agreement.

27.3. Event Revenue Reconciliation. For Event Projects, Contractor’s obligation to remit City’s share of Event Revenues and any applicable City Revenue Floor pursuant to Section 4.2 shall survive expiration or termination of this Agreement until final reconciliation and payment are completed.

28. Standard of Care. Contractor agrees to provide all Project Services, including services performed by any subcontractor in a manner consistent with the level of care and skill ordinarily exercised by members of Contractor’s profession currently practicing in the same locality under similar conditions.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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29. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.

30. Venue and Jurisdiction. City and Contractor agree that Project Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue.

The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.

31. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
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32. Execution in Counterparts. This Agreement may be executed in counterparts with the same effect as if both parties hereto had executed the same document. All counterparts shall be construed together and shall constitute a single document. Any signature to this Agreement transmitted electronically through DocuSign or PDF shall be deemed an original signature and be binding upon the parties hereto (it being agreed that such electronic signature shall have the same force and effect as an original signature).

33. Exhibits. The following exhibits are incorporated by reference into this Contract as though fully set forth herein.

Exhibit A General Scope of Services
Exhibit B Project Budget
Exhibit C City’s Request for Proposal
Exhibit D Contractor Proposal
Exhibit E Insurance Requirements
Exhibit F Grant Conditions/Requirements (as applicable) In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.

ATTEST:
______________________________
APPROVED AS TO FORM:
______________________________

CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
Revel Republic
By: _______________________________
Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06 3/12/2026
Heidi von Tongeln
Interim City
Attorney
Bernard Kida
3/13/2026
Oliver Chi
3/17/2026
Interim City Clerk City Manager
3/17/2026
Denise Anderson-Warren

ATTACHMENT H
Exhibit A
General Scope of Services
The specific scope of services for a Project (“Project Services”), timelines, and budgets will be confirmed and approved after a Project has been approved by a panel. The Panel’s approval will govern Contractor’s provision of Project Services. Project Services may include some or all of the tasks listed below depending on the nature of the approved Project:
• Subcontract with artists or other arts producers, and with any ancillary service providers necessary for art production.
• Provide insurance as necessary
• Provide a site for project production and display/events • Support the production of Projects
• Collaborate with artists from a range of art disciplines and cultural perspectives and other local businesses/groups
• Work with the City to secure permits, contracts, resources, or other approvals, as needed • Participate in regular meetings with City staff at the start of the Project • Participate in evaluation and documentation activities • Participate in potential matchmaking meetings between artists and Contractors • Collaborate on marketing efforts and ensure proper credit for the Art of Recovery.

Event Projects. If Contractor’s Project Services include an Event Project, Contractor shall comply with all the Event Policies, including Community Event Permit conditions pursuant to AI II-4.-4, if applicable.

City staff shall have the discretion to request that Contractor make modifications to Project Services of the scope of services for approved Projects.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
Exhibit B
Project Budget
An individual project budget (“Project Budget”) will be developed for each approved Project for which Contractor is selected to serve as the Production Partner. The Project Budget will include a specific payment schedule for payments from City to Contractor. The Project Budget will also include an expected payment schedule for payments from Contractor to its subcontractors.

In general, the payment schedule for any individual Project is expected to be 50% paid upon final approval of the Project Services and Project Budget, 25% upon midpoint identified within Scope of Work and 25% paid for completion of Project Services.

The total amount payable to Contractor for all approved Projects on which Contractor is selected to serve as the Production Partner will not exceed Two Hundred Fifty-Thousand Dollars ($250,000) and may not approach a fraction of that amount depending on the Project Services that are approved over the term of the Agreement.

Project Budgets for Event Projects that meet the definition of a “Community Event” shall identify City service costs and cost recovery obligations required under AI II-4-4.

For Event Projects, the Project Budget may include: (i) allocation of Event Costs; (ii) identification of ticketed or free events; (iii) Event Revenue categories; (iv) revenue-sharing percentages; and (v) any City Revenue Floor or guaranteed minimum payment.

Sample City Co-Produced Event Project Budget — Ticketed Event Event Type: City Co-Produced
Event Reach: Regional
Organizational Breadth: Limited
Approval Authority: Department Head
A. TOTAL EVENT BUDGET
Category City Contractor Total
External Cash Costs $20,000 $35,000 $55,000
In-Kind City Resources $15,000 — $15,000
Fee Waivers / Lost Revenue $10,000 — $10,000
Interdivisional Charges $5,000 — $5,000
TOTAL EVENT COSTS $50,000 $35,000 $85,000
B. EVENT REVENUES
Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
Source Gross
Ticket Sales $40,000
Sponsorships $25,000
Donations $5,000
TOTAL EVENT REVENUE $70,000
C. REVENUE SHARING
• City Revenue Floor: $20,000
• Revenue Split Above Floor: 50% City / 50% Contractor
• City Support % of Total Costs: 50% (policy compliant) D. FALLBACK — TICKET SALES CANCELED
If tickets are canceled:
• Event converts to free City Co-Produced Event
• Reduced City Revenue Floor: $10,000
• Sponsorships/Donations shared 50/50
• City cash capped; in-kind and interdivisional costs tracked per AI II-4-21 • No City obligation beyond approved, non-cancelable costs

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE
Certification for Providers of Services to the City of Santa Monica (Fiscal Year 25/26 – July 1, 2025 through June 30, 2026)

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
The City of Santa Monica Municipal Code Chapter 4.65, Living Wage Ordinance (LWO), establishes a Minimum Wage of $22.50 per hour for certain employees of contractors providing services to the City where services exceed $54,200 or more and requires that contractors also provide the same health care and other benefits to employees’ same sex spouses and domestic partners as are provided to other employees’ spouses.

An employee covered by the LWO is any person who does not actually work as a manager, supervisor, or confidential employee, and who is not required to possess an occupational license.

The Living Wage Ordinance applies the services sought pursuant to this bid and bidders are required to prepare and return the Living Wage Certification Form. If the bidder is selected, the bidder must maintain payroll records that include, at minimum, the full name of each employee providing services under the contract, job classification and rate of pay. Bids that fail to include Certification Forms may be considered non-responsive and excluded from further consideration.

Please prepare the following certification if you are a contractor engaging in a contract for services with the City of Santa Monica in excess of $54,200.

Your signature on this certification grants the City permission to review any and all payroll books and records and any company documents pertaining to the benefits offered to employees to assure your compliance with the LWO during the term of the contract.

Please direct any questions to:

City of Santa Monica Finance Department
Attention: Living Wage Compliance Section
1685 Main Street, Mail Stop 09
Santa Monica, CA 90401
You can also contact staff regarding living wage ordinance questions by e-mail at [email protected] or by phone 310-458-8281.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H

CITY OF SANTA MONICA

LIVING WAGE ORDINANCE CERTIFICATION
July 1, 2025 through June 30, 2026

TO BE COMPLETED BY ALL CONTRACTORS PROVIDING SERVICES TO THE CITY OF SANTA MONICA IN EXCESS OF $54,200
MINIMUM WAGE - $22.50 per hour
Please read, complete, and sign the following:

THIS CONTRACT IS SUBJECT TO THE LIVING WAGE ORDINANCE ☐ THIS CONTRACT IS NOT SUBJECT TO THE LIVING WAGE ORDINANCE ☐ If this contract is not subject to the Living Wage Ordinance requirements, please note the reason below and attach supporting documentation for exemption. For example, in order to be exempt pursuant to a collective bargaining agreement, a signed collective bargaining agreement must be attached. (a) contractor is a government agency and is exempt
(b) contractor is a City grantee and is exempt
(c) contractor is a non-profit corporation and is exempt (d) contractor is an employer whose employees are covered by a bona fide collective bargaining agreement where the waiver is explicitly set forth in an agreement in clear and unambiguous terms
(e) contractor is a corporation providing banking services The undersigned, on behalf of himself or herself individually and on behalf of his or her business or organization, hereby certifies that he or she is fully aware of Santa Monica’s Living Wage Ordinance (LWO), and the applicability of the LWO, and the applicability of the subject contract, as determined herein. The undersigned further agrees to be bound by all terms of the LWO, as mandated in all sections of Santa Monica Municipal Code, Chapter 4.65. If, at any time during the term of the contract, the answers to the questions posed herein change so that Contractor would be subject to the LWO, Contractor will promptly notify the Director of Finance in writing. Contractor further understands and agrees that the failure to comply with the LWO, this certification, or the terms of the Contract as it applies to the LWO, shall constitute a default of the Contract, which shall be grounds for termination. City shall have the right to examine all books and records of the Contractor as they relate to compliance with the LWO.

Payroll records shall at a minimum include the full name of each employee performing labor or providing services under the contract, job classification, and rate of pay.

These statements are made under penalty of perjury under the laws of the State of California.

Printed Name: Title:

Signature: Date:

Contractor: Bid Number (if applicable):

Service Description:

Bernard Kida COO 11/13/2025 Revel Republic Event Production & Marketing ✔ Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
In 2022, California’s SB1439 extended requirements under Government Code Section 84308, also known as the "Levine Act", to prohibit City “Officers” from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $250 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Section 84308(a)(4) of the Levine Act defines an "Officer" as follows: “Officer” means any elected or appointed officer of an agency, any alternate to an elected or appointed officer of an agency, and any candidate for elective office in an agency. The term “Officer” is further defined 2 Cal. Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or
(4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $250 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________ N/A ✔ Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

By signing below, you certify you also agree to disclose to the City any future contributions made to Councilmembers or other City Officers by you or your agent(s) after the date of signing this disclosure form, and within 12 months following the approval, renewal, or extension of the requested contract, license, permit, or entitlement.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

N/A N/A N/A 11/13/2025 BERNARD KIDA COO REVEL REPUBLIC
Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H

CITY OF SANTA MONICA

OAKS INITIATIVE NOTICE

NOTICE TO APPLICANTS, BIDDERS, PROPOSERS

AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,

OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s text from the City Clerk.

This information is required by City Charter Article XXII—Taxpayer Protection. It prohibits a public official from receiving, and a person or entity from conferring, specified personal benefits or campaign advantages from a person or entity after the official votes, or otherwise takes official action, to award a “public benefit” to that person or entity. The prohibition applies within and outside of the geographical boundaries of Santa Monica.

All persons or entities applying or receiving public benefits from the City of Santa Monica shall provide the names of trustees, directors, partners, and officers, and names of persons with more than a 10% equity, participation or revenue interest. An exception exists for persons serving in those capacities as volunteers, without compensation, for organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the Internal Revenue Code. However, this exception does not apply if the organization is a political committee or controls political committees. Examples of a “public benefit” include public contracts to provide goods or services worth more than $25,000 or a land use approval worth more than $25,000 over a 12-month period.

In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This information must be updated and supplied every 12 months.

Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H

CITY OF SANTA MONICA

OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City compiles and maintains certain information. That information includes the name of any person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an entity, rather than an individual person, the information includes the name of every person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent interest in the entity.

Public benefits include:

1. Personal services contracts in excess of $25,000 over any 12-month period;

2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12- month period;

3. Purchase, sale or lease of real property to or from the City in excess of $25,000 over a 12- month period;

4. Non-competitive franchise awards with gross revenue of $50,000 or more in any 12-month period;

5. Land use variance, special use permit, or other exception to an established land use plan, where the decision has a value in excess of $25,000;

6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12- month period; or

7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12- month period.

Name(s) of persons or entities receiving public benefit:

Name(s) of trustees, directors, partners, and officers:

Name(s) of persons with more than a 10% equity, participation, or revenue interest:

Prepared by: ____________________________Title: __________________________ Signature: ______________________________________ Date: ________________ Email: ____________________________________ Phone: ____________________ FOR CITY USE ONLY:

Bid/PO/Contract # ____________________________ Permit # ___________________________ Bernard Kida COO 11/13/2025 [email protected] 1-323-252-0539 Revel Republic Bernard Kida, Hany Ghabour, Anthony Trimino Bernard Kida, Hany Ghabour, Anthony Trimino Docusign Envelope ID: 4C067B2B-5415-4BBF-9D80-04C711959F06

ATTACHMENT H
City of Santa Monica Levine Act Disclosure Form

CITY OF SANTA MONICA

CALIFORNIA LEVINE ACT DISCLOSURE
The Levine Act prohibits City Officers from participating in any action related to a contract, license, permit, or entitlement if such Officer received campaign contributions totaling more than $500 within the previous twelve months, and for twelve months following the date of a final decision, from a party or participant to the proceeding, or their agent.

Code Regs. Section 18438.1, which states:

An officer of an agency includes only those persons who make, participate in making, or in any way attempt to use their official position to influence a decision in the license, permit, or entitlement for use proceeding, or who exercise authority or budgetary control over the agency or officers who may do so, and:
(1) Serve in an elected position, including an official appointed to an elected position due to an interim vacancy or an election otherwise canceled because the official was the sole candidate for the position;
(2) Serve as a member of a board or commission;
(3) Serve as the chief executive of a state agency, or county, city or district of any kind; or (4) Have decision making authority with respect to the proceeding involving a license, permit, or other entitlement for use and is also a candidate for elected office or has been a candidate for elective office in the 12 months prior to the proceeding.

A list of Santa Monica Elected Officials and members of boards and commissions can be found at the following links. The party making this certification is responsible for determining whether a recipient of a political contribution is a City Officer prior to completing this form. https://www.smgov.net/departments/council/
https://www.santamonica.gov/departments/rent-control
https://www.smgov.net/boards/
Have you, your company, or any agent on behalf of you or your company, made any political contributions of more than $500 to any City Officer in the twelve months preceding the date of the submission of your application or proposal? ____YES ____ NO
Name of Councilmember or City Officer: _________________________________ Name of Contributor: _________________________________________________ Date(s) of Contribution(s): ____________________________________________ Amount(s) ________________________________________________________ Please specify below and/or add additional sheet(s) to identify additional Councilmembers or City Officers to whom you and/or your agents made campaign contributions.

City of Santa Monica Levine Act Disclosure Form
Answering YES does not preclude the City of Santa Monica from awarding a contract, license, permit, or entitlement or taking any subsequent action related to the item. It does, however, preclude the identified City Officer from participating in any actions related to such item.

I HEREBY CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIATHAT THE FOREGOING IS TRUEAND CORRECT.

Signed: ____________________________ Date: ____________________ Print Name: _________________________ Title: _____________________ Company: __________________________
Additional Disclosures:

Please note this form is a public record and subject to a California Public Records Act request.

Santa Monica City CouncilMarch 24, 2026

Santa Monica City Council
March 24, 2026