Att 3 RFP Artisan Fair Management and Operator — City Council/Public Financing Authority, March 15, 2022

CITY OF HUNTINGTON BEACH

REQUEST FOR PROPOSAL
for the Operations and Management
of an Artisan Fair in Pier Plaza, Huntington Beach

Issued
November 15, 2021

Site Visit Meeting
Monday, November 22, 2021 at 10:00 AM
Pier Plaza

RFP RESPONSE DUE DATE:

Wednesday, December 8, 2021, no later than 4:00 PM

1 PURPOSE
The City of Huntington Beach Community & Library Services Department (City) is seeking proposals from highly qualified individuals or firms with a solid background in outdoor A rts and Crafts Fair planning, development, and promotion, to operate and manage the City’s Artisan Fair. This A rtisan Fair is located at the “world -famous” Huntington B each Pier Plaza . The Artisan Fair is currently held most Fridays and some weekends . T he Artisan Fair should promote artistry and provide a venue for works of merit. The wares should be unique in design, hand-made by skilled artisans, and not mass -produced commercial items. In addition to qualifications, the City is asking Proposers to provide their vision on how to best provide a family friendly experience for visitors.

BACKGROUND
The City of Huntington Beach has been home to an Arts and Crafts Fair in the downtown area since approximately 1993. The se events started as a means to bring foot traffic into the downtown and to create a positive community atmosphere. T he Fair has been a fixture at Pier Plaza since 2000. Offering quality programmed events and activities at the Huntington Beach Pier Plaza (Pier Plaza) and the downtown area throughout the y ear is a practicable option that has shown success in encouraging residents and visitors alike to patronize the downtown businesses while providing a family-friendly recreational opportunity.

QUALIFICATIONS
The City of Huntington Beach is seeking propo sals from qualified individuals or firms to provide comprehensive management services for an Artisan Fair at Pier Plaza in downtown Huntington Beach. The goal is to create and manage a weekly Artisan Fair featuring locally and regionally produced wares and goods.

The information requested in this section should describe the qualifications of the individual or firm and key staff performing projects of a similar size and scope to demonstrate competence to perform these services. Information shall include:

Previous Projects
Provide a list of previous projects, including the names of key staff that participated on the named projects and their specific responsibilities with respect to this scope of work.

Experience
Provide a summary of the individual’s or firm’s demonstrated capability, experience developing, managing and/or operating Artisan Fairs, including the length of time services were provided.

2 References
Provide up to three (3) references that received similar services from you or your firm. The City of Huntington Beach reserves the right to contact any of the organizations or individuals listed.

Information provided should include:

A. Client Name
B. Project Description
C. Project Start and End Dates
D. Client Project Manager’s Name, Telephone Number, and Email Address

Staffing and Artisans
• Provide a list of key individuals who will be working on this project and indicate the functions that each will perform. Include a resume for each designated individual. • Provide a sample list of past artists who have e xhibited for you and provide images of their work with the Proposal.

SCOPE OF WORK
General
Operator shall at all times during the term of the Agreement, at its own cost and expense, provide administration, marketing, and supervision of the Artisan Fair op erations. The Operator will cultivate community connectedness and work with artists and the local business community to foster cultural harmony and accessibility.

Operator shall curate, produce and manage an Artisan Fair that provides locally and regionally produced artisan wares and good s. Mass- produced goods, multi -level marketing items and craft/art items made from kits will not be permitted. Additionally, City and Operator shall follow all health and safety guidelines and regulations, put forth by the Federal, State, County, and other governmental health agencies.

Best industry or management practices may require additional services not n oted in this RFP.

Additionally, the Proposer is encouraged to propose additional concepts outside of the Scope of Work, in order to enhance the Artisan Fair experience.

City will provide a staff member of the Community & Library Services Department as the primary contact for business purposes.

Goals & Objectives
• The City’s objective for the Artisan Fair at Pier Plaza is to provide residents , visitors and artists alike with a fun, friendly, and safe environment where they can enjoy the beauty 3 of the surroundings . Please provide a summary of the Firm’s goals and objectives for this Event, and how they align with the City’s objectives.

Administrative
• Operator shall obtain and maintain all permits and supporting documentation to satisfy all permitting requirements for the State of California, County of Orange, and the City of Huntington Beach.
• Operator shall a bide by all Federal, State, and local laws, rules and regulations, and all City policies and directions.
• Operator shall adhere to specific safety and security measures as required by the City of Huntington Beach Police and Fire Departments.
• Operator shall provid e City wi th quarterly statistical reports, which reflect the total number or vendors, the type of products exhibited/sold, the estimate Fair attendance, and the quarterly gross revenue.
• Operator shall con duct outreach to identify artists who make hand -made products and who will d iligently display and sell their wares at the Artisan Fair. Note: Products that are not hand-made by an artist cannot be offered for sale at the Artisan Fair. • Operator shall not allow the s ales of alcohol; CBD products; smoking, o r vape paraphernalia or products.
• Operator shall p articipate in an annual evaluation and review of the operation by the City.

Operations & Maintenance
• Operator shall operate the Artisan Fair year- round on most Fridays, with the opportunity for additional weekends each month and the occasional extended holiday weekend when available. As a reference, in the past the Fair has ran approximately 48 Fridays per year, 34 weekend days, which included holiday Mondays on President’s Day, Martin Luther King Day, Memo rial Day, Labor Day, and Veteran’s Day. (Note: This information is a sample only and not intended as a verified schedule.) • The City may request at times throughout the year that Operator conduct an Artisan Fair to accompany other City -sponsored activities. The Operator will strive to operate the Artisan Fair when requested.
• The Artisan Fair shall be developed annually upon mutual agreement of both Parties.

City and Operator will review the schedule quarterly to keep the Operator apprised of additional Pier Plaza and beach events, and/or additional opportunities for Artisan Fair business.
• The City reserves the right to cancel or relocate the event from time to time due to
other activities at the Pier or the beach that may conflict with the Artisan Fair. 4 • Operational hours will be mutually agreed upon based on seasonal time changes.

Operator may propose additional activities/events to enhance the Artisan Fair experience, including evening hours when available.
• The City reserves the right to c hange the sc hedule due to Specific Events, weather, natural disaster, facility issues, or other acts beyond the City’s control. • In most cases, City will notify Operator 7 -days in advance, should modification be required to the date or location of the Fair.
• Selected Operator is expected to provide all essential materials that are in line with best management practices for a professionally run Artisan Fair, including but not limited to uniform tents/booths (which are equal in size and shape), tables and signage, in order to maintain a cohesive aesthetic.
• Operator shall provide on -site supervision the day of the event(s) . Operator shall coordinate all logistics including setup , take down , and move -in and move -out of vendors.

• Operator shall prevent unauthorized vendors from participation in the Artisan Fair . • Operator shall maintain the cleanliness of the property and leave it complete ly clean and free of trash and debris after each day’s event.
• Operator shall use trip -guards with all cables, cords, hoses, wires, and con duits where applicable. These items are not permitted to cross pedestrian pathways. • Signage - Per M.C. 13.48.140 (Advertising), limited commercial/sponsorship signage may be considered by the Director or their designee.
• Operator must provide access in acc ordance with requirements set forth by the Americans with Disabilities Act (ADA).
• Operator will see that Vendors unload and load merchandise from the location where the parking lot meets Pier Plaza. Vendors may not drive onto the Plaza. • No sales may be conducted after the conclusion of the event. • Food or beverages may not be sold or given away to the public at Pier Plaza without prior approval by the Director or their designee.
• Polystyrene (commonly referred to by the trade name Styrofoam) is prohibited at all events on public property and within City facilities. This prohibition shall apply to event organizers, agents of the event, event vendors and any other party who enter into an agreement with one or more of the sponsors of the event to sell or provid e goods, food, or beverages at the event.

Marketing & Outreach
Contractor shall provide the following minimum services:
• Design, publish and distribution of marketing materials and vendor forms. Materials to include print and digital media platforms. Cit y will assist Operator with social media 5 marketing through the City’s platforms. Logos and branding materials must be approved by City staff.
• Operator shall design and operate a website for the Artisan Fair activities that may include, but are not limited to, vendor registration; upcoming events; past, present and future artist lists and their public contact information. An example of the website should be included with the proposal.
• Dissemination of social media and public relations material shall be app roved by City staff prior to any press release dissemination. City reserves the right to have Operator remove any marketing or messaging that is not in line with the City’s core values. • Operator shall provide at least one free space each Fair occurrence for use by the City of Huntington Beach and/or its partners, if requested.

Merchandise and Contracting of Vendors
• Operator shall not permit merchandise vendors that do not meet the Artisan Fair criteria.
• Operator may include artisanal consumable products, applicable to all County of Orange Health and Food Safety permits and regulations.
• Operator will prepare and distribute any required forms to vendors for registration and exhibition, rules and regulations, and health and safety , prior to contracting with artisan vendors.

Fees and Financial Terms
• Proposer understands that in lieu of permit fees, the City of Huntington Beach intends to enter into a revenue sharing agreement with selected Operator(s) . Operator shall provide a recommended business model to i nclude revenue-sharing opportunities paid to the City.
• Operator shall be responsible for collection and payment of all fees, including, but not limited to, all booth and events fees, artwork and artisan product sales, payment of all appropriate sales taxes, etc.
• Operator shall maintain a current business license on file with the City during the term of the agreement.
• Operator shall verify that all artisan vendors maintain a current sellers’ permit, listing the Huntington Beach as the point of sale.
• Operator shall keep copies on file of sale receipts pursuant to State requirements.

Independent Contractor/Staffing
• Operator shall be retained as an independent contractor and will not be considered an employee of the City of Huntington Beach. Operator is responsible for any and all staff 6 hired to work the Artisan Fair, and shall be responsible for following best labor practices in accordance with the State of California labor laws.

The Site
• The Artisan Fair is located in Pier Plaza, which is northwest of the Huntington Beach Pier entrance and north of the Pier Plaza Amphitheater. The Artisan Fair site and its immediate surroundings are shown in Exhibit A aerial map for reference.

ROLE OF ARTISAN FAIR OPERATOR AND CITY
The selected Operator will provide comprehensive development and management services that result in a weekly Artisan Fair at Pier Plaza in downtown Huntington Beach. The Operator will be responsible for, but not limited to, recruitment of appropriate artisan vendors, development of a marketing image and plan, establishment of a n Artisan Fair website and social media platforms, Fair setup and takedown, regular reporting to the City of Huntington Beach, scheduling of special activities and participation in downtown events, among other duties.

Operator will also be responsible for all permitting, insurance, tax liability and other items related to operation of the Artisan Fair. Operator will regularly confer with inspectors to ensure safety and proper food sanitation practices. Operator will be ex pected to stay in communication with adjacent businesses and strive to coordinate with and maintain a positive and productive relationship with the business district.

The City is committed to facilitating the ongoing presentation of an Artisan Fair by any reasonable means, including possibly offering assistance in the form of advertising, assistance with communications, assistance with access to power, potable water, etc.

SELECTION PROCESS
The City reserve the right to select more than one firm, should it be in the best interest of the project.

RFP Assessment Process
• The City’s contractor evalu ation and selection process is based on Qualifications Based Selection (QBS) for operational services. The City of Huntington Beach may use some or all of the following criteria in its evaluation and comparison of proposals submitted. The criteria listed are not necessarily an all- inclusive list. The order in which they appear is not intended to indicate their relative importance:
• Compliance with RFP requirements.
• Understanding the project.
7 • Recent experience in conducting similar scope, complexity, and magnitude for other public agencies.
• Price.
• References.

The City may also contact and evaluate the Proposer’s and subcontractor’s references; contact any Proposer to clarify any response; contact any current users of a Proposer’s service; visit any site the Proposer may currently manage; solicit information from any available sources concerning any aspect of a proposal; and seek and review any other information deeme d pertinent to the evaluation process. The evaluation committee shall not be obligated to accept the lowest priced proposal, but shall make an award in the best interest of the City.

After written proposals have been reviewed, discussions with prospective firms may or may not be required. If scheduled, the oral interview will be a question/answer format for the purpose of clarifying the intent of any portions of the proposal. The individual from your firm will be directly responsible for carrying out th e contract, if awarded, should be present at the oral interview.

A Notification of Intent to Award may be sent to the selected Proposer (s). Award is contingent upon the successful negotiation of final contract terms. Negotiations shall be confidential a nd not subject to disclosure to competing Proposers unless an agreement is reached. If contract negotiations cannot be concluded successfully, the City may negotiate a contract with the next highest scoring vendor or withdraw the RFP.

This Request for Proposal (RFP) will be governed by the following schedule:

Release of RFP November 15, 2021
Pre-Proposal Site Inspection November 22, 2021
Deadline for Written Questions by 4:00 PM, November 29, 2021 Responses to Questions Posted on Website December 2, 2021 Proposal Due by 4:00 PM, December 8, 2021
Tentative Interview Date (if needed) December 15 2021
Proposal Evaluation Completed December 17, 2021
Approval of Contract January 2022

NOTE: A Pre-Proposal Site Inspection will be held at 10:00 AM PST, on Monday, November 22, 2021 at Pier Plaza in Huntington Beach. Attendance is optional, however, highly recommended. Copies of the RFP will NOT be available onsite. 8 The purpose of the site inspection is to give potential Proposers an opportunity to become familiar with any conditions, which may affect performance and pricing, and to prevent any misunderstanding of the City’s position. Submission of an offer will be prima facie that Proposer did, in fact, make the pre-proposal site inspection and is aware of all conditions.

QUESTIONS AND INQUIRIES REGARDING THE RFP:

All questions and requests for clarifications, changes, exceptions, deviations to the terms and conditions set forth in the RFP must be submitted in written form prior to the “Questions Deadline” lis ted above for response. Questions are to be submitted through the PlanetBids Q&A ta b no later than 4:00 PM, November 29, 2021 for consideration. The sole point of
contact for this Request for Proposal is:

Jennifer Anderson
City of Huntington Beach, Finance Dept.
(714) 374-1569
Email: [email protected]

From the date that this RFP is issued until a firm is selected and the selection is announced, firms are not allowed to communicate for any reason with any City Council Member or City employee other than the contracting officer listed above regarding the RFP, except during the pre-proposal site visit. The City reserves the right to reject any proposal for violation of this provision. No questions other than written will be accepted and no response other than written will be binding upon the City.

TERMS AND CONDITIONS
Agreement Terms
The Community & Library Services Department for the City will administer the agreement.

Pending the quality of proposals received and cost for services, the City may enter into a three (3) year agreement with an option to renew the service upon mutual agreement for an additional one (1 ) year term, but not to exceed two (2) additional renewal terms before opening the project up for rebid.

Amendments
The City reserves the right to amend this RFP prior to the proposal due date. All amendments and additional information will be posted to the PlanetBids website https://www.planetbids.com/portal/portal.cfm?CompanyID=15340 , bidders should check this
webpage daily for new information.
9 Cost of Preparing Proposal
The cost for developing the proposal is the sole responsibility of the Proposer. All proposals submitted become the property of the City.

Contract Discussions
Prior to award, the apparent successful firm will be required to enter into discussions with the City to reach agreement on details, to include, but not limited to, final logistics, hours of operations, and revenue sharing terms. These discussions are to be finalized and all exceptions resolved within approximately 2 -4 weeks from notification. If no agreement is reached, the proposal may be rejected and discussions will be initiated with the second highest scoring firm.

See Exhibit “C” for a sample agreement.

Financial Information
The City is concerned about bidders’ financial capabilities to perform, and, therefore, may ask you to provide sufficient data to allow for an evaluation of your firm’s financial capabilities.

Insurance Requirements
City Resolution 2008 -63 requires that licensees, lessees, and vendors have an approved Certificate of Insurance (not a declaration or policy) on file with the City for the issuance of a permit or contract.

Within ten (10) consecutive calendar days of award of contract, successful bidder must furnish the City with the Certificates of Insurance proving coverage as specified in Insurance Requirements, Exhibit “ D”.

For full details of City’s Insurance Requirements, see Resolution 2008 -63. Failure to furnish the required certificates within the time allowed will result in forfeiture of the Proposal Award and discussions will be initiated with the second highest scoring firm.

Note: Please carefully review the Sample Agreement and Insurance Requirements before responding to the Request for Proposal enclosed herein. The terms of the agreement, including insurance requirements have been mandated by City Council and can be modified only if extraordinary circumstances exist. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well as providing the insurance requirements. The City will consider this in determining responsiveness to the Request for Proposal.

Ethics and Conflicts of Interest
Operator shall discharge their duties impartially so as to ensure fair competitive access to the Artisan Fair opportunities by interested vendor or artist . Moreover, Operator shall conduct business in such a manner as to foster public con fidence in the integrity of City programming and activities.

10 Operator shall not solicit, deman d, accept or agree to accept from any other person a gratuity or benefit in connection with the Agreement.

Employees are prohibited from engaging in any outside activities that conflict with, or have the appearance of conflicting with, the duties assigned to them in the employment of the City. • Please do not ask employees for any special favor or consideration that is not available to every other citizen.
• Please do not ask an employee to disclose any information that is not available to every other citizen through normal public information channels. • Please do not offer to compensate the employee by offering to hire or do business with any business entity of the employee or family member.
• Do not ask employees to represent you or your company or make any recommendations on your behalf other than those that are a part of their official duties with the City. • Please do not ask employees to endorse the products or services of your company. • Please do not ask employees to hand out or post advertising materials , unless designated.

PROPOSAL GUIDELINES
Interested Proposers are to provide the City of Huntington Beach with a thorough proposal using the following guidelines:

Number of Proposals
Submit one (1) PDF file format copy of your proposal in sufficient detail to allow for thorough evaluation and comparative analysis.

Proposal Format
Proposal should be typed and should contain no more than 20 typed pages using a 12 -point font size, including transmittal letter and resumes of key people, but excluding Index/Table of Contents, tables, charts, and graphic exhibits. Each proposal will adhere to the following order and content of sections.

Proposal should be straightforward, co ncise and provide “layman” explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements, and on providing a complete and clear description of the offer. Proposals, which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the bidder’s response:

• Proposer Application Form and Cover Letter - Complete Exhibit “ B”, “Request for Proposal - Vendor Application Form” and attach this form to the cover letter. A cover letter, not to exceed two pages in length, should summarize key elements o f the proposal. An individual authorized 11 to bind the consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the Contractor’s office lo cated nearest to Huntington Beach, California and the office from which the project will be managed.

• Background and Project Summary Section - The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work of this RFP for details.

• Methodology Section - Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work of this RFP. The Methodology Section should include:

o Implementation of a plan that describes:
 The methods, including controls by which your firm manages projects of the type and size sought by this RFP.
 Methodology for soliciting and documenting input from internal and external stakeholders and how you will address both positive and negative feedback.  And any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work. o A detailed project schedule identifying the rollout of all tasks and deliverables to be performed.
o Provide a health and safety plan describing your ability to ensure the safety and security of participants, visitors, and staff with emphasis on emergency response, first aid/CPR/AED, or other official certification or permit requirements.
o Provide in detail, the firm’s methodology for selecting artisan vendors. o Provide your firm’s methodology for attracting attendees , including local residents and visitors alike.
o Provide your firm’s methodology or proposal for creating ancillary activities to make and keep the Artisan Fair a fresh and new experience for visitors.

CONDITIONS FOR PROPOSAL ACCEPTANCE
This RFP does not commit the City to award a contract or pay any costs incurred for any services. The City, at its sole discretion, reserves the right to accept or reject any or all proposals received as a result of this RFP to negotiate with any qualified source or to cancel this RFP in part or in its entirety. All proposals will become the property of the City of Huntington Beach, USA. If any proprietary information is contained in the proposal, it should be clearly identified. 12 EXHIBIT “A”

SITE LOCATION
Pacific Coast Hwy and Main Street
(Entrance area to Huntington Beach Pier)

APPENDIX B
1 of 2

REQUEST FOR PROPOSAL

VENDOR APPLICATION FORM

TYPE OF APPLICANT:  NEW  CURRENT VENDOR

Legal Contractual Name of Corporation: ______________________________________

Contact Person for Agreement: ____________________________________________________

Corporate Mailing Address: ________________________________________________

City, State and Zip Code: __________________________________________________

E-Mail Address: _________________________

Phone: ________________________ Fax: ________________________

Contact Person for Proposals: ______________________________________________________

Title:______________________________ E-Mail Address: ______________________

Business Telephone: _________________________ Business Fax: ________________

Is your business: (check one)

 NON PROFIT CORPORATION  FOR PROFIT CORPORATION

Is your business: (check one)

 CORPORATION  LIMITED LIABILITY PARTNERSHIP
 INDIVIDUAL  SOLE PROPRIETORSHIP
 PARTNERSHIP  UNINCORPORATED ASSOCIATION

2 of 2
Names & Titles of Corporate Board Members
(Also list Names & Titles of persons with written authorization/resolution to sign contracts)

Names Title Phone
___________________________________ ________________ ___________________

___________________________________ ________________ ___________________

Federal Tax Identification Number: __________________________________________

City of Huntington Beach Business License Number: _____________________________ (If none, you must obtain a Huntington Beach Business License upon award of contract.)

City of Huntington Beach Business License Expiration Date: __________________________

APPENDIX C
17-6145/170197/11/28/17/DO 1

SERVICE AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND _______________
FOR
_____________________

THIS AGREEMENT (“Agreement”) is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called “City,” and___________________, a California Limited Liability Company, hereinafter referred to as “Contractor.”

Recitals

A. The City desires to retain a Contractor having special skill and knowledge in the field of janitorial and porter services.

B. Contractor represents that Contractor is able and willing to provide such services to the City.

C. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a comparable company or firm in the field.

Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02.

NOW, THEREFORE, it is agreed by City and Contractor as follows:

1. Scope of Services

Contractor shall provide all services as described in Exhibit “A,” which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the “Project.”

Contractor hereby designates ________________, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement.

2. City Staff Assistance

City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement.

17-6145/170197/11/28/17/DO 2

3. Compensation

a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit “B.” The total sum to be expended under this Agreement, shall not exceed ___________ ($______) per year for any one year during the term of this Agreement, with a _____ year aggregate total not to exceed amount of __________ ($_______).

b. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures.

Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City.

c. Contractor shall be paid pursuant to the terms of Exhibit “B.”

4. Term

Time is of the essence of this Agreement. The services of Contractor are to commence _________, or as soon as practicable after the execution of this Agreement by City (the “Commencement Date”) and terminate ________, unless terminated earlier in accordance with the provisions of this Agreement. Contract may be extended for 2 additional one-year periods if mutually agreed to in writing by both parties. The time for performance of the tasks identified in Exhibit “A” are generally to be shown in Exhibit “A.” This schedule and Term may be amended to benefit the Project if mutually agreed to in writing by City and Contractor.

In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein.

5. Extra Work

In the event City requires additional services not included in Exhibit “A” or changes in the scope of services described in Exhibit “A,” Contractor will undertake such work only after receiving written authorization from City. Additional compensation for such extra work shall be allowed only if the prior written approval of City is obtained.

6. Disposition of Plans, Estimates and Other Documents

Contractor agrees that title to all materials prepared hereunder, including, without limitation, all original drawings, designs, reports, both field and office notices, calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to City, and Contractor shall turn these materials over to City upon expiration or termination of this Agreement or upon Project completion, whichever shall occur first. These materials may be used by City as it sees fit.

17-6145/170197/11/28/17/DO 3

7. Hold Harmless

Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Contractor’s employees and damage to Contractor’s property, arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in part by any negligent act or omission of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Contractor will conduct all defense at its sole cost and expense and City shall approve selection of Contractor’s counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor.

8. Workers Compensation Insurance

Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers’ compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder.

Contractor shall obtain and furnish to City workers’ compensation and employer’s liability insurance in an amount of not less than the State statutory limits.

Contractor shall require all subcontractors to provide such workers’ compensation and employer’s liability insurance for all of the subcontractors' employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers’ compensation and employer’s liability insurance and Contractor shall similarly require all subcontractors to waive subrogation.

9. General Liability Insurance

In addition to the workers’ compensation and employer’s liability insurance and Contractor’s covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out of or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, 17-6145/170197/11/28/17/DO 4 the aggregate limit must be no less than One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor’s insurance shall be primary.

Under no circumstances shall said above-mentioned insurance contain a self- insured retention, or a “deductible” or any other similar form of limitation on the required coverage.

10. Automobile Liability Insurance

Contractor shall obtain and furnish to City an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for Contractor’s automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate “Additional Insured Endorsement” page listing both the policy number and naming the “City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers” as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, “deductible” or any similar form of limitation on the required coverage except with the express written consent of City.

11. Certificate of Insurance

Prior to commencing performance of the work hereunder, Contractor shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall:

a. provide the name and policy number of each carrier and policy; b. state that the policy is currently in force; and
c. promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days’ prior written notice; however, ten (10) days’ prior written notice in the event of cancellation for nonpayment of premium.

Contractor shall maintain the foregoing insurance coverage in force until the work under this Agreement is fully completed and accepted by City.

This requirement for carrying the foregoing insurance coverage shall not derogate from Contractor’s defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required. 17-6145/170197/11/28/17/DO 5

12. Independent Contractor

Contractor is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of City.

Contractor shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for Contractor and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder.

13. Conflict of Interest

Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement.

14. Termination

This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions:

a. As a condition of such payment, the Director may require Contractor to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents the City’s use thereof for such purposes as the City deems appropriate.

b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement.

15. Exclusivity and Amendment

This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Contractor or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein.

17-6145/170197/11/28/17/DO 6

16. Assignment

Inasmuch as to this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City’s prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City’s ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City.

17. City Employees and Officials

Contractor shall employ no City official nor any regular City employee in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code.

18. Notices

Any notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor’s agent (as designated in Section 1 hereinabove) or to City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Service, to the addresses below. City and Contractor may designate different addresses to which subsequent notices, certificates or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified U.S. certified mail-return receipt requested:

To City: Contractor:

City of Huntington Beach __________________
Attn: ______________ Attn: _________________
2000 Main Street ___________________
Huntington Beach, CA 92648 ____________________

19. Consent

When City’s consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event.

20. Modification

No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties.

17-6145/170197/11/28/17/DO 7

21. Section Headings

The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement.

22. Interpretation of this Agreement

The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law.

23. Duplicate Original

The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it.

24. Immigration

Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall, in particular, comply with the provisions of the United States Code regarding employment verification.

25. Legal Services Subcontracting Prohibited

Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; 17-6145/170197/11/28/17/DO 8 and City shall not be liable for payment of any legal services expenses incurred by Contractor.

26. Confidentiality

Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable efforts consistent with practices customary in the facilities management industry in recruiting, training and supervising employees and in otherwise performing its duties hereunder in order to achieve this result. In the furtherance of this, Contractor agrees, at the request of the City, to require its employees to execute written undertakings to comply with the foregoing confidentiality provision.

27. Discrimination

Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.

28. Jurisdiction – Venue

This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement.

29. Professional Licenses

Contractor shall, through the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies.

Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement.

17-6145/170197/11/28/17/DO 9

30. Attorney’s Fees

In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney’s fees, such that the prevailing party shall not be entitled to recover its attorney’s fees from the non-prevailing party.

31. Survival

Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive.

32. Governing Law

This Agreement shall be governed and construed in accordance with the laws of the State of California.

33. Signatories

Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.

34. Entirety

(a) The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm’s length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by that party or anyone acting on that party’s behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement warranty, fact or circumstance not expressly set forth in this Agreement.

(b) All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 17-6145/170197/11/28/17/DO 10

35. Effective Date

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers. This Agreement shall be effective on the date of its approval by the Mayor. This Agreement shall expire when terminated as provided herein.

CONTRACTOR CITY OF HUNTINGTON BEACH, a
_____________________ municipal corporation of the State of _____________________, a California
California limited liability corporation

By:_______________________________ ______________________________ Mayor
__________________________________
Print name
ITS: (circle one) Chairman/President/
Vice President ______________________________
City Clerk
AND

By:_______________________________ INITIATED AND APPROVED:

Print name
ITS: (circle one) Secretary/Chief Financial
Officer/Asst. Secretary-Treasurer ______________________________ Director of _____________

APPROVED AS TO FORM:

______________________________
City Attorney

REVIEWED AND APPROVED:

______________________________
City Manager

APPENDIX D
HB Insurance Matrix_revised 4-7-16 (2).xlsx 1 of 4
Automobile
Liability General Liability
Professional
Liability
Property
Insurance Workers' Comp
Additional
Insured
Endorsements
Contractors: Any persons or entities who
contract with the City and/or provide services to
the City which are readily available and
efficiently procured by competitive bidding.

Permittees: Any persons or entities who make
application to the City for any use of or
encroachment upon any public street, waterway,
pier, or City property.

Vendors: Any persons or entities who transfers
property or goods to the City which may or may
not involve delivery and/or installation.

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Note 2 - Workers' Compensation Exemption: If entity has no employees, a signed Declaration of Non-Employee Status form is required.

Note 1 - Automobile Liability: The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement. Permittees who do not use vehicles or equipment in connection with the permit shall not be required to provide auto insurance. To be exempt from this requirement, permittees must execute a declaration such as Exhibit 1 attached.

Huntington Beach City Council Resolution No. 2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best’s Rating of no less than A:VII. See Exhibits A1 - 4 for sample forms.

Email: [email protected] or [email protected] Phone: 714-374-5378 or 714-536-5210. Fax: 714-536-5212.

Vendor Type
Minimum Insurance Requirements
Any deductible other than those allowed in this matrix, self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and / or modifications are discouraged and will be considered only under extraordinary circumstances.

As required by
the State of
California, with
Statutory Limits
and Employer’s
Liability
Insurance with
a limit of no
less than
$1,000,000 per
accident for
bodily injury or
disease. (See
Note 2 below.)
Include the
policy number
and Additional
Insured
Endorsement
Requirement
statement
below. (See Note
3 below.)
Minimum of
$1,000,000 per
occurrence for
bodily injury,
personal injury
and property
damages. Allows
up to $1,000
deductible.(See
Note 1 below.)
Combined single limit
bodily injury and
property damage.

Minimum of
$1,000,000 per
occurrence. Allows
up to $5,000
deductible.
(Additional Insured
Endorsement is always
required with General
Liability Ins.)
Note 3 - Additional Insured Endorsement Requirements: The City, its officers, elected or appointed officials, employees, agents, and volunteers are to be covered as additional insureds by separate attached endorsement(s) as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor, or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City.

HB Insurance Matrix_revised 4-7-16 (2).xlsx 2 of 4
Automobile
Liability General Liability
Professional
Liability
Property
Insurance Workers' Comp
Additional
Insured
Endorsements

CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS
Huntington Beach City Council Resolution No. 2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best’s Rating of no less than A:VII. See Exhibits A1 - 4 for sample forms.

Email: [email protected] or [email protected] Phone: 714-374-5378 or 714-536-5210. Fax: 714-536-5212.

Design Professionals: Professional service
contractors who contract with the City and/or
provide architectural and/or engineering services
to the City.

Professional Services: Services that involve
the exercise of professional discretion and
independent judgment based on an advanced or
specialized knowledge, expertise or training
gained by formal studies or experience or
services which are not readily or efficiently
procured by competitive bidding pursuant to HB
Muni Code 3.02. Services includes but are not
limited to those services provided by appraisers,
architects, attorneys, engineers, instructors,
insurance advisors, physicians and other
specialized consultants.
4) The reporting of circumstances or incidents that might give rise to future claims. 1) The policy retroactive date coincides with or precedes the professional services contractor’s start of work (including subsequent policies purchased as renewals or replacements).
2) The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds. 3) If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit.

Claims made policies are acceptable if the policy further provides that :

Minimum of
$1,000,000 per
occurrence and
in the
aggregate.

Allows up to
$10,000
deductible.

HB Insurance Matrix_revised 4-7-16 (2).xlsx 3 of 4
Automobile
Liability General Liability
Professional
Liability
Property
Insurance Workers' Comp
Additional
Insured
Endorsements

Email: [email protected] or [email protected] Phone: 714-374-5378 or 714-536-5210. Fax: 714-536-5212.

Licensees/Lessees: Any persons or entities
who contract with the City for the use of public
property.

Combined single limit
bodily injury and
property damage.

Minimum of
$1,000,000 per
occurrence. Allows
up to $5,000
deductible.
(Additional Insurance
Endorsement is always
required with General
Liability Ins.)
Full
replacement
cost with no
coinsurance
penalty
provision.

2.)
Note 1 - Workers' Compensation Exemption: If entity has no employees, a signed Declaration of Non-Employee Status form is required.

Note 2 - Additional Insured Endorsement Requirements: The City, its officers, elected or appointed officials, employees, agents, and volunteers are to be covered as additional insureds by separate attached endorsement(s) as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor, or automobiles owned, leased or borrowed by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City.

HB Insurance Matrix_revised 4-7-16 (2).xlsx 4 of 4
Minimum Insurance Requirements
Professional Liability
Design Professionals: Professional service contractors who contract with the City and/or provide architectural and/or engineering services to the City.

Any deductible other than those allowed in this matrix, self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and / or modifications are discouraged and will be considered only under extraordinary circumstances. 4) The reporting of circumstances or incidents that might give rise to future claims.

Vendor Type
Claims made policies are acceptable if the policy further provides that :

Minimum of $1,000,000 per occurrence and in
the aggregate. Allows up to $10,000 deductible.
1) The policy retroactive date coincides with or precedes the professional services contractor’s start of work (including subsequent policies purchased as renewals or replacements). 2) The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion, including the requirement of adding all additional insureds.
3) If insurance is terminated for any reason, professional services contractor agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from work performed in connection with this agreement or permit.

City Council/Public Financing AuthorityMarch 15, 2022

City Council/Public Financing Authority
March 15, 2022