BEVERLY HILLS AGENDA REPORT. Meeting Date: June 13, 2017 Item Number: To: From: Subject: RECOMMENDATION

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1 BEVERLY HILLS AGENDA REPORT Meeting Date: June 13, 2017 Item Number: To: From: Subject: F li Honorable Mayor & City Council Huma Ahmed, Community Outreach Manage Cynthia Owens, Senior Management Analyst APPROVAL OF AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR PROMOTION OF THE CITY FOR FISCAL YEAR ; AND APPROVAL OF A CHANGE PURCHASE ORDER IN A NOT TO EXCEED AMOUNT OF $525,000 TO THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR THESE SERVICES; AND APPROVAL OF CARRYOVER FUNDING TO BE ALLOCATED INTO THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU WORK PLAN FOR FISCAL YEAR Attachments: 1. Amendment No Original Agreement RECOMMENDATION Staff recommends that the City Council consider the approval of Amendment No. 1 to the Agreement between the City of Beverly Hills and the Beverly Hills Conference and Visitors Bureau (CVB) for promotion of the City for FY 2016/17; approve a change purchase order in a not to exceed amount of $525,000 for the CVB for these services; and approve carryover funding to be allocated into the CVB work plan for FY 2017/18 to support the Beverly Hills B.O.L.D. (Businesses Open Later Days) Summer Initiative. City program funding has been provided to the CVB for FY 2016/17 to support such programs as local and holiday events; domestic and international marketing; and special events. This is the first amendment to their current agreement. Page 1 of 5

2 Meeting Date: June 13, 2017 INTRODUCTION This item requests the City Council approve Amendment No. 1 to the Agreement between the City of Beverly Hills and the CVB for FY 201 6/17 to support the Beverly Hills B.O.L.D. summer initiative. This program supports both a City Council established priority and several City Vision Statements. The summer initiative is scheduled to take place in August 2017; however, funding is required in advance of the event during this current fiscal year in order to initiate a marketing campaign and contract with vendors for the program. BACKGROUND On April 6, 2017, the City s leading hoteliers and retailers requested an urgent meeting with the CVB/Marketing Liaison Committee (consisting of Mayor Lili Bosse and Councilmember Bob Wunderlich) to discuss market conditions in Beverly Hills. The discussion highlighted regional and national issues affecting the business community. On May 10, 2017, a presentation was provided to the CVB/Marketing Liaison Committee. The proposal outlined a series of experiences that would be available throughout the business district including Rodeo Drive. This program as designed is to provide activities and attract consumers to Beverly Hills on Thursday, Friday and Saturday evenings for the month of August. DISCUSSION The Beverly Hills B.O.L.D. Summer Initiative is a cooperative plan to create an energetic nightlife in the City s business district. The City will work closely with the Beverly Hills Chamber of Commerce (BHCC), Beverly Hills Conference and Visitors Bureau (CVB), and Rodeo Drive Committee (RDC) to produce programming for Thursday, Friday and Saturday nights in August The CVB will be responsible for managing this initiative. On May 16, 2017, CVB, RDC and BHCC jointly presented their collaborative plans for the upcoming B.O.L.D. program. The report outlined events, as well as associated costs and reallocation of work plan funding for both the CVB and RDC. The proposal received City Council approval. The recommendations approved by City Council included: - Reallocation - Reallocation - Authorization - Direction of $75,000 in the RDC s current work plan; of $200,000 in the CVB s current work plan; Allocation of $525,000 in FY 2016/17 cost savings from the City s Tourism & Marketing Budget and Business Development Budget to support this program; to carryover unspent funds from the RDC and CVB s contracts to FY 2017/18 to support the B.O.L.D. Summer Initiative; and to proceed with the proposed programming. Beverly Hills BOLD. Summer Initiative Programming The City s B.O.L.D. Initiative is designed to attract people to stay, shop and dine in Beverly Hills. Proposed programming includes: Page2of5

3 Meeting Date: June 13, Sidewalk - Style - Incentives: - Summer - Celebrity - Celebrity - Beverly StampslPavement Art: impermanent and semi-permanent chalk based artwork on sidewalks to promote Beverly Hills businesses throughout the business triangle. Sessions: Social media influencers to be invited as guest stylists for in-store events. Cross promotions to drive business to the restaurants, discounts on parking after hours, and ridesharing discounts (promotions with Uber/Lyft, etc.). Ride and Drive: Mercedes-Benz of Beverly Hills to provide test drives of luxury vehicles within pre-designated locations in the business district. Other local dealerships will also be invited to participate. DJ s and Summer Nights Playlist: City-owned speakers will be placed throughout the business district. Playlists will vary throughout the summer and will incorporate music from the Concerts on Cañon whenever possible. DJ s will be present on designated evenings. Hills Mobile Carts and Drinks (non-alcoholic): to feature Beverly Hills branded carts featuring specialty non-alcoholic drinks, desserts, seating with café tables. A complete street closure of Rodeo Drive is proposed for the first night of the program scheduled for Thursday, August 3, FISCAL IMPACT The total estimated costs for the Beverly Hills B.O.L.D Summer Initiative is $791,500. A breakdown of the costs can be seen in Table 1 below. Table 1: Estimated costs for the Beverly Hills BOLD. Initiative Item Cost Promotions/Incentives $10,000 Celebrity DJ $210,000 Branded food and drink carts; chairs and tables $200,000 Sidewalk Stamps/Pavement Art $90,000 Fireworks First Night Only $30,000 Creative Concepts/Design Work $10,000 Advertising $110,000 Style Sessions Digital Influencers $60,000 Banners $50,000 Postcards $20,000 Parking Garage Signage $1 500 Total $791,500 Page 3 of 5

4 Meeting Date: June 13, 2017 The B.O.L.D. Initiative is a collaborative project between the City and its business partners, the Beverly Hills Chamber of Commerce, the Beverly Hills Conference and Visitors Bureau and the Rodeo Drive Committee. Utilizing cost savings from this year s FY 201 6/17 Tourism and Marketing and Business Development budgets, the City will contribute $525,000. The remaining funds will be provided by the CVB and RDC through a reallocation of existing funds in their FY 2016/17 work plans. The City s partnership will also include an in-kind cost of $27,534 related to a one-evening street closure on Rodeo Drive. This general funding is outlined in Table 2 below with a more detailed table of the CVB reallocation of funding provided in Table 3 Table 2: Funding for the Beverly Hills B.O.L.D. Summer Initiative Item Cost Beverly Hills Conference and Visitors Bureau from FY 2016/17 work plan $200,000 Rodeo Drive Committee from FY 201 6/17 work plan $75,000 Subtotal $275,000 City Tourism and Marketing budget estimated savings in FY 2016/17 $375,000 City Business Development budget estimated savings in FY 2016/17 $150,000 Subtotal $525,000 Total Funding $800,000 Description Reallocated Funding for the CVB Cost Summer B.O.LD. Initiative Total Cost $ 791,500 CVB Reallocation for Beverly Hills Summer BOLD Initiative (from operational costs including Salaries, Taxes & Benefits from FY $ (100,000) 16/17) CVB Reallocation for Beverly Hills Summer BOLD Initiative (from Miscellaneous Line Items from FY 16/17) $ CVB Reallocation for Beverly Hills Summer BOLD Initiative (from FY 15/16 carryover funds: $60,000 from virtual reality video, $ (80,000) $20,000 from International in-country activities) Rodeo Drive Committee Allocation $ (75,000) City Contribution (To be given to CVB to manage) $ (525,000) Total Contributions $ (800,000) As the City will be tasking the CVB with the oversight and management of the summer initiative, the City will allocate $375,000 in budget savings from the Tourism and Page 4 of 5

5 Meeting Date: June 13, 2017 Marketing budget and $150,000 from the Business Development budget to the CVB contract to support the City s BOLD. Summer Initiative. This will result in a $525,000 increase in their contract, which requires a contract amendment as well as a change order to the current purchase for the CVB. Lc George Chavez Assistant City Manager Approved By Page 5 of 5

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7 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR PROMOTION OF THE CITY FOR FISCAL YEAR NAME OF CONTRACTOR: Beverly Hills Conference and Visitors Bureau RESPONSIBLE PRINCIPAL OF CONTRACTOR: Julie Wagner, Chief Executive Officer CONTRACTOR S ADDRESS: 9400 South Santa Monica Boulevard #102 Beverly Hills, CA CITY S ADDRESS: City of Beverly Hills 455 N. Rexford Drive Beverly Hills, CA Attention: Mahdi Aluzri, City Manager COMMENCEMENT DATE: July 1, 2016 TERMINATION DATE: June 30, 2017 CONSIDERATION: Original Agreement: Not to Exceed $3,829,202 Amendment No. 1: Not to Exceed $525,000 Total Not to Exceed: $4,354,202 B \ v1.doc

8 AMENDMENT NO. 1 TO AN AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR PROMOTION OF THE CITY FOR FISCAL YEAR This Amendment No. 1 is to that certain Agreement between the City of Beverly Hills (hereinafter called City ), and the Beverly Hills Conference and Visitors Bureau (hereinafter called CVB ) for Fiscal Year promotion of the City, dated June 21, 2016 and identified as Contract No ( Agreement ). RECITALS A. City and CVB desire to further amend the Agreement to amend the Scope of Services. NOW, THEREFORE, the parties agree as follows: A. Section 1(a) of the Agreement shall be amended and restated as follows: Section 1. Scope of Service and Fund AuthoflzationlUse of Funds. a. For the period of July 1, 2016 through June 30, 2017 ( Funding Period ), City shall provide the CVB with funding in an amount not to exceed $4,354,202 for expenditures in support of the City and CVB s visitor and marketing programs as detailed in Exhibit A, attached hereto and incorporated herein. Any monies not expended in the Funding Period that are earmarked for specific projects taking place within 60 days of the termination date of this Agreement, shall be carried over to the CVB fiscal year budget for those specific projects. B. Exhibit A of the Agreement shall be amended and restated as shown on Exhibit A attached hereto. C. Attachment 1 to Exhibit A shall be amended to add the table set forth in Attachment 1 to Exhibit A attached hereto. D. Exhibit B of the Agreement shall be amended and restated as shown on Exhibit B attached hereto. B \ v1.doc -2-

9 E. Except as specifically amended by this Amendment No. 1, the remaining provisions of the Agreement shall remain in full force and effect. EXECUTED the day of June 2017, at Beverly Hills, California. CITY OF BEVERLY HILLS A Municipal Corporation ATTEST: BYRON POPE City Clerk (SEAL) LILT BOSSE Mayor of the City of Beverly Hills, California BEVERLY HILLS CONFERENCE AND VISITORS BU..EU I I AGN Chief Executive fficer Board President APPROVED AS TO FORM: / % LAURENCE S. WIENER City Attorney APPROVED AS TO CONTENT: MAHDI ALUZRI City Manager SFlRON L I#tYUX DRESSEL Interim Risk Manager B \ v1.doc -3-

10 EXHIBIT A SCOPE OF WORK City shall provide funding in the amount of $4,354, to support the activities and programs outlined in Attachment 1 to this Exhibit, attached hereto and incorporated herein, during the period of July 1, 2016 through June 30, funding shall cover operating and marketing expenses forecast for the twelve month period 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. The CVB shall conduct the activities set forth in Attachment 1 to this Exhibit (which activities are part of the CVB s overall strategic and marketing plan) during the temi of this Agreement. CVB may reallocate funding for initiatives within an individual category set forth in the 2016/2017 Budget Detail document in Attachment 1 to this exhibit: Local/Holidays; Events; Domestic Marketing; International Marketing; Interactive; Collateral; Metrics/Research; and Special Programs, without City Council Beverly Hills Conference and Visitors Bureau/Marketing Committee approval. However, CVB may only reallocate up to $25,000 from one category to another. Reallocations over $25,000 require City Council, Beverly Hills Conference and Visitors Bureau/Marketing Committee approval. B \ v1.doc

11 ATTACHMENT 1 TO EXHIBIT A Budget Summary Fiscal Year 2016/2017 Description 2016/2017 Budget Local/Holidays $ 75, Events $ 146, Domestic Marketing $ 1,145, International Marketing $ 641, Interactive $ 282, Collateral $ 26, Special Programs $ 56, Metrics/Research $ 53, Marketing Subtotal $ 2,425, Operational Costs including Salaries, Taxes & Benefits $ 1,244, Visitor Center $ 159, Operational Subtotal $ 1,403, FY 2016/2017 Budget as Allocated $ 3,829, City Contribution for Summer B.O.L.D. Initiative $ 525, Revised fy 2016/2017 Budget $ 4,354, Programming for the Beverly Hills B.O.L.D. Initiative Item Cost Promotions/Incentives $10,000 Celebrity DJ $210,000 Branded food and drink carts; chairs and tables $200,000 Sidewalk Stamps/Pavement Art $90,000 Fireworks First Night Only $30,000 Creative Concepts/Design Work $10,000 Advertising $110,000 Style Sessions Digital lnfluencers $60,000 Banners $50,000 Postcards $20,000 Parking Garage Signage $1,500 Total $791,500 B \ v1.doc

12 february June30 EXHIBIT B PAYMENT SCHEDULE Unless otherwise agreed to by the City s Deputy City Manager, invoices and payments shall be governed by the schedule below. CVB Remits Invoice City Issues Payment to City to CVB funding Period (July 1,2016 June 30, 2017) Period Covered Payment Amount July5 July14 Julyl October31 $1,723,141 October 10 October20 November 1 February 6 february 16 March 1 28 $1,053,030 $1,578,031 TOTAL $4,354, v1.doc

13 Attachment 2

14 AGREEMENT BETWEEN THE CITY Of BEVERLY HILLS AND THE BEVERLY HILLS CONFERENCE AND VISITORS BUREAU FOR PROMOTION Of THE CITY FOR FISCAL YEAR AGREEMENT NO. I 2OL-, THIS AGREEMENT is made and entered into in the City of Beverly Hills by and between the City of Beverly Hills, a municipal corporation ( City ) and the Beverly Hills Conference and Visitors Bureau ( CVB ), a non-profit corporation. 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 continue to engage the services of the CVB for promotional activities for fiscal year C. Section of the State Government Code authorizes the expenditure of monies for promotion. NOW, THEREFORE, in consideration of the mutual covenants of the parties hereto, the parties hereby agree as follows: Section 1. Scope of Service and Fund Authorization/Use of Funds. a. For the period of July 1, 2016 through June 30, 2017 ( Funding Period ), City shall provide the CVB with funding in an amount not to exceed $3,829,202 for expenditures in support of the City and CVB s visitor and marketing programs as detailed in Exhibit A, attached hereto and incorporated herein. Any monies not expended in the Funding Period that are earmarked for specific projects taking place within 60 days of the termination date of this Agreement, shall be carried over to the CVB fiscal year budget for those specific projects. b. CVB shall provide the services (both personnel and deliverables) necessary to implement the marketing strategies and programs for the promotion of the City as set forth in Exhibit A ( Scope of Service ). The funds shall be utilized and serve as compensation (including but not limited to overhead, third party costs, etc.) for the CVB s implementation of the Scope of Services. c. In connection with CV3 s marketing and promotional programs, CVB may, on behalf of and at the sole discretion of City, use the funds to produce, purchase, install and de install light pole banners or other displays in the public-right-of-way. All such light pole banners shall comply with the City s adopted Banner Policy, copies of which are available from the Office of Communications and Marketing, and shall be approved in writing in advance by City \1 963$68v1.doc

15 prior to installation. City shall have sole discretion over the design, placement, and duration of the banner display. Section 2. Payments. CVB shall submit written requests for advanced payments for expenditures based on the CVB s adopted budgets for the various projects as set forth in Exhibit A. City shall provide payment to the CV3 upon approval of the request by the City s Chief Financial Officer. City shall use its best efforts to make payment to CVB within 15-days of receipt of request. Any monies not expended in the Funding Period shall be returned to the City. Section 3. Reports. a. The CVB shall submit a quarterly report to City and shall be in a form and content acceptable to the City Manager or his designee. The reports shall include, without limitation, information on overall project management and achievement of action items in relation to the Scope of Service as set forth in Exhibit A, including the percentage of services and/or action items completed and defined measurements of goal achievement for the Funding Period. b, CVB shall also supply the City with an Audited Annual Financial report prepared 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 CVBs 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). CV3 s obligation to maintain such Documents shall continue for three years after the termination of this Agreement. d. CVB shall establish and maintain an accounting system in accordance with generally accepted accounting principles and standards. The system shall detail all costs chargeable to City under this Agreement and shall substantiate all such costs, and comply with any applicable State and Federal standards. e. CVB shall endeavor to develop, in consultation with City, a program-based budget for all City-funded programs. Implementation of a program-based budget is not intended to affect the requirements outlined in paragraph (d) of this Section relating to generally accepted accounting principles. Section 4. 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 BO75-OOOl\l 96386$vl.doc -2-

16 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. CV3 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 andlor copyrights or other intellectual property rights in the Work Products. CV3 shall take all acts requested by the 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. The 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 the CVB will engage photographers to take photographs or will As to those purchase images for use in CVB s marketing campaigns, collateral or other uses. third party photographs or images whereby the CVB negotiates to purchase not only the photograph or image but also the copyright or other intellectual property rights, the provisions of this Section 4 will apply. As to those third party photographs or images whereby the CVB negotiates to purchase only the use of the photograph or image and the copyright is maintained with the photographer, the provisions of this Section 4 will not apply. e. This Section shall survive termination of this Agreement. Section 5. Assignment. This Agreement shall not be assigned by CVB without the written consent of City. Section 6. Contractor. At all times during the term of this Agreement Independent CVB shall be independent contractors and CVB, their officers, employees and agents shall not be employees of City. B I\) v1.doc -3-

17 Section 7. Term. This Agreement shall remain in full force and effect from July 1, 2016 until June 30, 2017 unless terminated earlier as provided in Section 8 of this Agreement. Section 8. Termination of A2reement. Upon ninety (90) days written notice to CVB, this Agreement may be terminated by City, with or without cause, oniy 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 Visitors Bureau activities in performing its services under this Agreement prior to the date of 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. Section 9. Notice. 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 lie valid and sufficient service of notice for all purposes. Section 10. Indemnification and Insurance. a, CVB agree 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 claims, liability or financial loss resulting from any suits, claims, losses or actions, and from all cost 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 actions or omissions of CVB or their officers, employees, agents or others employed by CVB in the conduct of the projects funded by this Agreement. b. CVB shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, 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. c. CVB shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive Vehicle Liability insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by Contractor in perfoming the services required by this Agreement. U. CVB agrees to maintain in force at all times during the performance of work under this Agreement workers compensation and employer s liability insurance as required by law. BO785-OOOl v1.doc -4-

18 e. CVB shall require each of its sub-consultants or sub-contractors to maintain insurance coverage which meets all of the requirements of this Agreement unless otherwise determined by the City s Risk Manager. f. 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 B+;VII in the latest edition of Best s Insurance Guide. g. If CVB fails to keep the aforesaid insurance in full force and effect, City shall notify CVB that it is in breach of the Agreement and CVB has three (3) days to cure such breach. If such breach is not cured by CVB as required in this paragraph, City may terminate the 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. h. 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 required by the City, 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 policies of insurance required by this Agreement shall contain an endorsement All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in this naming the CITY as an additional insured. Agreement. i. 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. j. Any deductibles or self-insured retentions must be declared to and approved by City prior to commencing work under this Agreement. Section 11. Extent of Agreement This Agreement represents the entire and integrated Agreement between the parties on the matters included herein and supersedes any and all prior negotiations, representations or agreements, either written or oral. amended oniy by written instrument signed by all parties to the Agreement. This Agreement may be Section 12. City Not Obligated to Third Parties. The City shall not be obligated or liable under this Agreement to any party other than CVB, Section 13. 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. a l\ v1,doc -5-

19 Section 14. Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day of 2016, at Beverly Hills, California. CITY OF A of the City of Beverly BEVERLY HILLS CONFERENCE AND VISITORS BUREAU ( hie xe v Officer TODO ICH Board President APPROVED AS TO FORM: VE4S TO CONTENT: LAURENCE S. WIENER City Attorney MAHLUZRI I(Lt7tc CHERYL FRIEDLThJG J Deputy City Manager for Public Affairs KARL KKMAN Risk Manager B \ v1.doc -6-

20 EXHIBIT A SCOPE OF SERVICES City shall provide funding in the amount of $3,829, to support the activities and programs outlined in Attachment 1 to this exhibit, attached hereto and incorporated herein, during the period of July 1, 2016 through June 30, funding shall cover operating and marketing expenses forecast for the twelve month period 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. The CVB shall conduct the activities set forth in Attachment 1 to this Exhibit (which activities are part of the CV3 s overall strategic and marketing plan) during the term of this Agreement. CVB may reallocate funding for initiatives within an individual category set forth in the 2016/17 Budget Detail document in Attachment 1 to this exhibit: LocallHolidays; Events; Domestic Marketing; International Marketing; Interactive; Collateral; Metrics/Research; and Special Programs, without City Council Beverly Hills Conference and Visitors Bureau/Marketing Committee approval. However, CVB may only reallocate up to $25,000 from one category to another. Reallocations over $25,000 require City Council Beverly Hills Conference and Visitors Bureau/Marketing Committee approval I\ I v I.doc -7-

21 ATTACHMENT 1 TO EXHIBIT A Fiscal Year 2016/17 Scope of Work B J\I v 1.doc -4

22 ç/r V fl1s IA IN

23 New for 2016/17 One of BHCVB s most important core values is to keep a fresh perspective on all programming. This allows for new flourishes on existing programs as well as the execution of completely new ideas. New Programs by Category: Domestic Marketing Representation in the US by domestic PR agency to increase awareness and coverage for the destination (our in-house manager will be out a four-month maternity leave during the year). Support of the Two Rodeo Salvador Dali exhibition. International Marketing Global PR Strategy to manage pt activities outside of the US while communications manager is on maternity leave. New promotional programs for the Middle East region with Gulf Reps. The objective is to drive expatriate traffic during Ramadan and to increase year-round business from this region. Europe PR representation similar to what we currently do in the UK and Australia which includes destination pitching, coverage by top publications for the destination and a familiarization trip by key media CONFERENCE Sc VISITORS BUREAU

24 New for 2016/17 cont d New Programs by Category: Interactive Dynamic content targeted to recipients in accordance with what they have told us about their interests and where they live. Research Updated visitor profile and economic impact study report giving us information on where people travel from and how much they spend while in market. This report will also gather information on what types of stores and products visitors would like to see in Beverly Hills. Visitor Center BHCVB will work with a retail expert to maximize the current space, including building out display areas, adding appropriate signage, relocating existing furniture, etc. Final go-forward will be based on financial scope of proposal to be presented before end of 2015/16. BHCVB will also look at developing unique products that reflect the brand but also are at a price point that is affordable.

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26 CVB FY 2016/17 Budget Overview gg Fixed $1,244,063 33% St Events $146,016 4% tt Local $75,000 2% Domestic $1,145,048 30% International $641,214 17% St Interactive $282,460 7% t Collateral $26,208 1% Research $53,420 1% Visitor Center $159,380 4% Special Programs $56,393 1%

27 2016/If Budget Summary Description 2015/16 Budget Carryover Funds* Marketing Local/Holidays $75,00 Events $146,011 Domestic Marketing $l,145,04 International Marketing $641,211 $100,000 Interactive $282,461 $70,000 Collateral $26, 208 $45,000 Special Programs $56,393 $25,000 Metrics/Research $53,42C Operations including Salaries, Taxes & Benefits $1,244,063 /isitor Center $159,38 OTAL $3,829,202 $240,000 * *Carryover funds are only estimated as of April Final numbers to be determined June An additional $15,000 will be placed in our Tenant Improvement account. +AIl figures represent a 4% inflation increase where applicable.

28 2016/17 Budget Detail 2016/17 Cost of Cost of New Proposed 2015/16 Discontinued Discontinued Programs Increased Budget April Description Budget Programs Programs New Programs 2016/17 costs* 2016 Local/Holidays $75,001 N/A $75,001 Events $140,401 $5,616 $146,016 Domestic Marketing New Yorl $156,001 $156,001 Destination Marketing $390,001 wo Rodeo Dali Exhibit $25,000 $15,600 $430,601 Domestic PR** $75,561 $12,26( US pr representation $78,00C $5,041 $146,341 Meeting planner MICE Marketini $50,361 Edvertising $9,353 $404 $70,401 Partnership Marketini $51,000 $841 $51,841 Branding Guidelines & CreativL $45,000 Complete $45,00C Secondary Market Sale Mission $197,600 $7,904 $205,504 Group Sale $81,121 $3,245 $84,365

29 2016/If Budget Detail 2016/17 Cost of Cost of New Proposed 2015/16 DiscontInued Discontinued New Programs Programs Increased Budget April Description Budget Programs Programs 2016/ /17 costs 2016 International Marketing Sales Mission Trade Show PR Representatior Incentive Program Emerging Marketr $63,41c Not as many missions scheduled this rear $25,41C $38,00 Costs for ILTM. Larger commitment at Europe will be [TM Americas and used for Europe. refurbishment of Representation b h $216,621 this year $S0,00C.xtsting oot $29154 $196,62 $14,04c $3,711 $17,75f Europe representation added in place of ILTM $125,00( Europe $50,004 $2.00 $177,000 Combined with Domestic except for $33,000 rour Bus Incentive $3,00 Brazil Travel Week Show and placement of 1exico trade and pr Brazil agency on representation hiatus; China activities Dinner now $254,621 :ocktail reception $67,261 $1,48C $188,814 3lobal PR Global Stratee $20,004 $20,004

30 2016/17 Budget Detail 2016/17 Cost of Proposed 2015/16 Discontinued New Programs Cost of New Budget April )escriptlon Budget Discontinued Programs Programs 2016/17 Programs 2016/17 Increased COStS* 2016 nteractive ollateral Dynamic, targeted Database/ $8,401 content $16,60f $25,001 SEM/SEC $138,001 $3,84f $141,841 VIII carryover unused funds for China SEO in Internationa $80, /17 $26,49 $54,001 Acquisition $39,72 $39,721 Domestic Site $21,050 $842 $21,892 Fulfillment $5,201 $201 $5,408 Viii carryover unused unds to complete in Visitor Guide $47, /17 $47,8O Premium $20,800 $20,801 Marketing Tool Ki $3,13 $3,138 Complete pecial Programs $55,000 $56,363 Imerican Express report liscontinued; better Economic Impact Vletrics/Research $38,8& ricing on Visa reports $22,00C Study $35,001 $53,421

31 2016/17 Budget Detail Cost of Cost of New 2015/16 Discontinued Discontinued New Programs Programs Increased 2016/17 Proposed Description Budget Programs Programs 2016/ /17 costs* Budget April 2016 )perations Including Salaries, Taxes, lenefits and Rent $1,201,05 $46,898 $1,244,063 fisitor :enter Staf $78,000 $2,341 $80,34( Merchandise/Displa $25,001 $26,00( Communications $26,00f $26,00( Events $25,001 $25,00 Collaters $26,001 $27,04C DTAL $3,829,202 $333,717 $233,751 $99,963 $3,829,202 2o5/17 budget represents a 4% cost of doing business increase for repeated programs and operations where applicable. Cast increases are based on 15/16 spend.

32 CONFERENCE & VISITORS BUREAU I P r%stc fo % (U? t d49(

33 June February EXHIBIT B PAYMENT SCHEDULE Unless otherwise agreed to by the City s Deputy City Manager, invoices and payments shall be governed by the schedule below. funding Peod (July 1, 2016 CVB Remits Invoice City Issues Payment to City to CVB 30, 2017) Penod Covered Payment Amount July 5 July14 July 1 October31 S1,723,141 October 10 October20 November 1 2$ SL053,030 february 6 February 16 March 1 June30 $1,053,031 TOTAL $3,829,202 B \ v1.doc 1