SERVICE AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
HUNTINGTON BEACH DOWNTOWN BUSINESS IMPROVEMENT DISTRICT FOR
MANAGEMENT AND OPERATION OF THE PIER PLAZA ARTISAN FAIR 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 referred to as "CITY," and HUNTINGTON BEACH DOWNTOWN BUSINESS IMPROVEMENT DISTRICT (HBDBID), a California Non-Profit Corporation, hereinafter referred to as "OPERATOR, and collectively referred to as "PARTIES".
RECITALS
The CITY desires to retain an OPERATOR having special skill and knowledge in the field of Arts and Crafts Fair management and operation; and The OPERATOR represents that OPERATOR is able and willing to provide such services to the CITY; and
In undertaking the performance of this Agreement, OPERATOR represents that it is knowledgeable in its field and that any services performed by OPERATOR 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; and OPERATOR has been selected to perform these management and operations services pursuant to documentation on file in the office of the City Clerk, the provisions of the Huntington Beach Municipal Code Chapter 3.02, relating to procurement of service contracts have been complied with; and the Downtown Bid was the only Bid received.
NOW, THEREFORE, it is agreed by CITY and OPERATOR as follows:
1. OPERATION AND MANAGEMENT
The Premises shall be operated and managed for the purpose of presenting an Artisan Fair and related activities. Any activity planned outside of the Pier Plaza event space shall be subject to the CITY's Specific Event permitting process.
2. PREMISES
The Artisan Fair is located at Pier Plaza in Huntington Beach, which is adjacent to 1 Pacific Coast Hwy, northwest of the Huntington Beach Pier entrance and north of the Pier Plaza Amphitheater. CITY shall retain full possession of the Premises and Amenities, and OPERATOR shall not acquire any ownership interest, temporary, permanent, irrevocable, possessory, or otherwise, in the Premises (or any Amenities), by reason of this Agreement.
The Artisan Fair site and its immediate surroundings are shown in Exhibit "A" aerial map for reference. CITY reserves the right to relocate the Artisan Fair should the need arise, including to accommodate Specific Events located at the Beach and/or Pier Plaza.
TERM
The Term of this Agreement shall be for a period of three (3) years, commencing on 2022 (the "Commencement Date") and end on
_ 2025. The term of this Agreement may be extended up
to two (2) additional one (1) year terms upon mutual agreement of PARTIES evidenced in writing. CITY may withhold consent to extend this Agreement with or without cause, in which case this Agreement shall terminate.
In the event the Commencement Date precedes the Effective Date, OPERATOR, shall be bound by all terms and conditions as provided herein.
4. SCOPE OF SERVICES
OPERATOR shall provide all services as described in Exhibit "B", which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." The time for performance of the tasks identified in EXHIBIT "B" are generally to be shown in EXHIBIT "B" ". This schedule may be amended to benefit the PROJECT if mutually agreed to in writing by PARTIES.
5. CITY & OPERATOR DESGINEES
The Community & Library Services Department shall administer this contract on behalf of the CITY. CITY shall assign a staff coordinator to work directly with OPERATOR in the performance of this Agreement.
OPERATOR hereby designates BRETT BARNES, President, HBDBID, who shall represent it and be its sole contact and agent in all consultations with CITY during the performance of this Agreement.
FEES AND FINANCIAL REPORTS
a. Fees. CITY & OPERATOR will mutually agree in writing to a fee structure for booths, etc., operating on the premises as part of the Arts & Crafts Fair. 2 OPERATOR will collect and retain the fee from vendor. OPERATOR will review fees with CITY on an annual basis, and upon approved of the CITY in writing any increase fees.
b. Operator Fee. OPERATOR shall pay CITY a flat rate of Six Hundred and Fifty Dollars ($650.00) per event day in accordance with this Agreement.
C. Operator Fee Distribution. OPERATOR shall pay CITY by the fifteenth (15"h) day after the end of each month. OPERATOR shall transmit with payment, a Report for the month in which payment is submitted. The Report shall include a breakdown of event dates and such other information as CITY may require.
All payments and Reports shall be sent to the CITY as provided for under this Agreement.
Late Charge. In the event that CITY does not receive the monthly Operator Fee on or before the fifteenth (15th) day after the end of each month, a late charge of ten percent (10%) of the monthly amount due shall be applied to any outstanding balance beginning the twentieth (20t') day after the end of the month. If payment is received after the fifteenth (15th) day, but postmarked on or before the fifteenth (15"h), the revenue shall be accepted without penalty. If payment is received thirty (30) days or more after the due date, an additional one-and-a-half percent (1.5%) penalty shall be assessed daily until paid in full.
SPONSORSHIP BANNERS AND SIGNS ON PREMISES
For purposes of this Agreement, OPERATOR may display Artisan Fair event banners and signage on Premises in compliance with the provision of CITY Zoning and Municipal Code. OPERATOR shall maintain signage in good appearance at all times during the life of this Agreement. • CITY shall have the right to approve or require OPERATOR to change or remove signs or any other advertising on the premises.
8. HOLD HARMLESS
OPERATOR 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 OPERATOR's employees and damage to OPERATOR's property, arising directly or indirectly out of the obligations or operations herein undertaken by OPERATOR, caused in whole or in part by any negligent act or omission of the OPERATOR, 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. OPERATOR will conduct all defense at its sole cost and expense and CITY shall approve selection of OPERATOR's counsel. This 3 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 OPERATOR.
WORKERS COMPENSATION INSURANCE
Pursuant to California Labor Code Section 1861, OPERATOR acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; OPERATOR covenants that it will comply with such provisions prior to commencing performance of the work hereunder.
OPERATOR shall obtain and furnish to CITY workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits.
OPERATOR shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. OPERATOR shall furnish to CITY a certificate of waiver of subrogation under the terms of the Workers' Compensation and Employer's Liability Insurance and OPERATOR shall similarly require all subcontractors to waive subrogation.
10. GENERAL LIABILITY INSURANCE
In addition to the Workers' Compensation and Employer's Liability Insurance and OPERATOR's covenant to defend, hold harmless and indemnify CITY, OPERATOR 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 OPERATOR, 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, 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 OPERATOR'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 4 coverage.
11. AUTOMOBILE LIABILITY INSURANCE
OPERATOR shall obtain and furnish to CITY an automotive liability insurance policy covering the work performed by it hereunder. This policy shall provide coverage for OPERATOR'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.
12. CERTIFICATE OF INSURANCE
Prior to commencing performance of the work hereunder, OPERATOR 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.
OPERATOR 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 OPERATOR'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. OPERATOR shall pay, in a prompt and timely manner, the premiums on the insurance hereinabove required.
13. INDEPENDENT CONTRACTOR
OPERATOR 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. OPERATOR 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 OPERATOR and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed 5 hereunder.
14. CONFLICT OF INTEREST
OPERATOR 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.
15. NOTICE OF COMPLIANCE.
All work required hereunder shall be performed in a professional manner. If CITY determines that OPERATOR is not in compliance of this Agreement, be it workmanship or contractual, CITY shall notify OPERATOR in writing with a request to rectify the required compliance. OPERATOR shall make all attempts to remedy the issue of compliance within thirty (30) days or CITY may terminate the Agreement.
16. TERMINATION OF AGREEMENT
CITY may terminate OPERATOR's services hereunder at any time with or without cause, upon thirty (30) days prior written notice, delivered to OPERATOR as provided herein.
17. EXCLUSIVITY AND AMENDMENT
This Agreement represents the complete and exclusive statement between the CITY and OPERATOR, 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 OPERATOR. 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 OPERATOR 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.
18. ASSIGNMENT
Inasmuch as this Agreement is intended to secure the specialized services of OPERATOR, OPERATOR 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 6 any of the services, which are the subject to this Agreement performed by CITY personnel or by other contractors retained by CITY.
19. CITY EMPLOYEES AND OFFICIALS
OPERATOR 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.
20. NOTICES
Any notices, certificates, or other communications hereunder shall be given either by personal delivery to OPERATOR's agent (as designated in Section 2 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, or delivery via time/date stamped electronic communications. CITY and OPERATOR 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, or via time/date stamped electronic communications:
TO CITY: TO CONTRACTOR:
City of Huntington Beach
ATTN: Director of Community & Library Services
2000 Main Street
Huntington Beach, CA 92648
Email:
21. 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.
22. MODIFICATION
No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both PARTIES.
23. SECTION HEADINGS
The titles, captions, section, paragraph and subject headings, and descriptive 7 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.
24. 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.
25. 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.
26. IMMIGRATION
OPERATOR 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.
27. LEGAL SERVICES SUBCONTRACTING PROHIBITED
OPERATOR 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. OPERATOR understands that pursuant to Huntington Beach CITY Charter Section 309, the CITY Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by 8 OPERATOR.
28. DISCRIMINATION
OPERATOR 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. OPERATOR affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations.
29. LEGAL SERVICES SUBCONTRACTING PROHIBITED
OPERATOR 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. OPERATOR understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for payment of any legal services expenses incurred by OPERATOR.
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 herein below 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. 9 34. ENTIRETY
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. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement.
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 City Attorney. This Agreement shall expire when terminated as provided herein.
CONTRACTOR, CITY OF HUNTINGTON BEACH,
a municipal corporation of the
Huntington Beach Downtown Business Distr. State of California Company Name
Mayor
By:2 Ини. INITIATED AND APPROVED:
BRET BARNES age
Print Name
ITS: Chairman/President/Vice President
(circle one) Director, Community & Library Services
By:- yaumessrong APPROVED AS TO FORM:
Jaume strona
Print Name City Attorney w
ITS: Secretary/Chief Financial Officer/Asst.
Assistant Secretary/Treasurer Date
(circle one)
10 REVIEWED AND APPROVED: ATTEST:
City Manager City Clerk
SITE LOCATION MAP
EXHIBIT A
12 EXHIBIT "A"
SITE LOCATION
Pacific Coast Hwy and Main Street
(Entrance area to Huntington Beach Pier)
Surfing Walk of Fame
ChargePoint
Charging Statton)
am Heally
Essenial Aditotions
Huntington ich Pie LOVELYAWE!
Plaza Fi Lighting store
Pier Plaza and
Pacific Coast Hwy
Huntington Beach
Visitor information Pacific Coast Hwy
Google
13 SCOPE OF WORK
EXHIBIT B
14 EXHIBIT "B"
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 operations. The OPERATOR will strive to 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 goods. Mass-produced goods, multi-level marketing items and craft/art items made from kits are not 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.
CITY will provide a staff member of the Community & Library Services Department as the primary contact for business purposes.
Activities and events outside of the standard artisan fair format shall be subject to the City's Specific Events permitting process.
Role of Artisan Fair Operator and City
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 an Artisan Fair website and social media platforms, Fair setup and takedown, regular reporting to CITY, scheduling of special activities and participation in downtown events as requested by CITY, among other duties.
OPERATOR is also 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 expected to stay in 15 communication with adjacent businesses and strive to coordinate with and maintain a positive and productive relationship with the business district.
Administrative
1. 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.
2. OPERATOR shall abide by all Federal, State, and local laws, rules and regulations, and all CITY policies and directions.
3. OPERATOR shall develop a comprehensive COVID-19 site and action plan.
OPERATOR shall post signage according to current Federal, State, County, or City guidelines.
4. OPERATOR shall adhere to specific safety and security measures as required by the City of Huntington Beach Police and Fire Departments, and work with pertinent CITY Departments to develop a comprehensive safety plan. OPERATOR shall train staff accordingly.
5. OPERATOR shall conduct outreach to identify artists who make hand-made products and who will diligently 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.
6. OPERATOR shall not allow the sales of alcohol; CBD products; smoking, or vape paraphernalia or products.
7. OPERATOR will provide CITY with quarterly statistical reports, which reflect the total number of vendors, types of products exhibited and sold, attendance, and quarterly gross revenue.
8. OPERATOR shall participate in an annual evaluation and review of the operation by the CITY.
Operations & Maintenance
1. OPERATOR shall operate the Artisan Fair year-round on most Fridays, with a minimum of forty-two (42) Fridays, and with the opportunity for additional weekends each month and the occasional extended holiday weekend when available. 16 2. 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.
3. The Artisan Fair schedule 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.
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.
5. The CITY reserves the right to cancel or reschedule the event from time to time due to other activities at the Pier or the beach that may conflict with the Artisan Fair.
6. The CITY reserves the right to change the schedule due to Specific Events, weather, natural disaster, facility issues, health and safety, or other acts beyond the CITY's control.
7. In most cases, CITY will notify OPERATOR no less than 7-days in advance, should modification be required to the date or location of the Fair. However, CITY will strive to provide as much notice as reasonably possible in the event of modification or changes.
8. OPERATOR shall 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.
9. OPERATOR shall provide on-site supervision the day of the events). OPERATOR shall coordinate all logistics including setup, take down, and move-in and move-out of vendors.
10. OPERATOR shall provide overnight security services for multi-day events. CITY reserves the right to require additional security services if deemed necessary.
11. OPERATOR shall prevent unauthorized vendors from participation in the Artisan Fair.
12. OPERATOR shall maintain the cleanliness of the Premises. Premises shall be left completely clean and free of trash and debris after each day's event. 17 13. OPERATOR shall use trip-guards with all cables, cords, hoses, wires, and conduits where applicable. These items are not permitted to cross pedestrian pathways.
14. Signage - Per M.C. 13.48.140 (Advertising), limited commercial/sponsorship signage may be considered by the Director or their designee.
15. OPERATOR must provide access in accordance with requirements set forth by the Americans with Disabilities Act (ADA).
16. 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.
17. No sales may be conducted after the conclusion of the event.
18. 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.
19. 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 provide goods, food, or beverages at the event.
Marketing & Outreach
OPERATOR shall provide the following minimum services:
1. Design, publish and distribute marketing materials and vendor forms. Materials to include print and digital media platforms. CITY will assist OPERATOR with social media marketing through the CITY's platforms. Logos and branding materials must be approved by CITY staff.
2. 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 artists' public contact information
3. OPERATOR shall provide at least one free space each Fair occurrence for use by the CITY and/or its partners, if requested. CITY will strive to notify OPERATOR of booth requests as early as reasonable possible, but no less than fourteen (14) days prior to event day.
4. OPERATOR may sell Fair promotional items such as, but not limited to, t-shirts, hats, totes, and beach blankets.
18 5. CITY reserves the right to have OPERATOR remove any marketing or messaging that is not in line with the CITY's core values.
Merchandise and Contracting of Vendors
1. OPERATOR shall not permit merchandise vendors that do not meet the Artisan Fair criteria.
2. OPERATOR may include artisanal consumable products, applicable to all County of Orange Health and Food Safety permits and regulations.
3. 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
1. 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.
2. OPERATOR shall maintain a current business license on file with the CITY during the term of the agreement.
3. OPERATOR shall verify that all artisan vendors maintain a current sellers' permit, listing the Huntington Beach as the point of sale.
4. OPERATOR shall keep copies on file of sale receipts pursuant to State requirements. CITY reserve the right to request review of OPERATOR's books on an annual basis.
Independent Operator/Staffing
1. OPERATOR shall be retained as an independent OPERATOR and will not be considered an employee of the CITY of Huntington Beach. Operator is responsible for any and all staff hired to work the Artisan Fair, and shall be responsible for following best labor practices in accordance with the State of California labor laws.
Ethics and Conflicts of Interest
OPERATOR shall discharge their duties impartially so as to ensure fair competitive access 19 to the Artisan Fair opportunities by interested vendor or artist. Moreover, OPERATOR shall conduct business in such a manner as to foster public confidence in the integrity of CITY programming and activities.
OPERATOR shall not solicit, demand, accept or agree to accept from any other person a gratuity or benefit in connection with the Agreement.
CITY 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.
1. OPERATOR shall not ask employees for any special favor or consideration that is not available to every other citizen, beyond those related to this Agreement.
2. OPERATOR shall not ask a CITY employee to disclose any information that is not available to every other citizen through normal public information channels.
3. OPERATOR shall not offer to compensate the employee by offering to hire or do business with any business entity of the employee or family member.
4. OPERATOR shall not ask employees to represent them or their company or make any recommendations on their behalf other than those that are a part of their official duties with the CITY.
5. OPERATOR shall not ask employees to endorse the products or services of their company.
6. OPERATOR shall not ask employees to hand out or post advertising materials, unless designated.
20 OPERATOR'S FEE SCHEDULE
EXHIBIT C
21 HBDBID FEE SCHEDULE
Surf City Collective Artisan Fair @ Pier Plaza
Vendor Pricing: $100 per vendor/ per day
Sponsorship Range: Five (5) Sponsors for an estimated $30,000 in revenue Presenting Sponsor, $10,000
Four Corners Sponsors, 4 @ $5,000
Merchandise Range: Locally designed and sourced merchandise for marketing purposes from $10 - $20 per item
Operator Fee: $650/ day - non-profit rate
22 OPERATOR'S
ARTISAN RULES & REGULATIONS
EXHIBIT D
23 SURF CITY COLLECTIVE
Art + Music + Culture + Local
EVENT RULES & REGULATIONS
ABOUT SURF CITY COLLECTIVE
Surf City Collective is an artisan market with dynamic programming and community engagement dedicated to the imaginative roots of Surf City USA's culture and art scene located at the "world-famous" Huntington Beach Pier Plaza.
WHO CAN BE A VENDOR?
Surf City Collective is a gathering of regional artisan vendors who showcase high-quality their business on social media, and his are always serene rate rest earn are, relevant displays and new products to continually elevate their brand.
VENDOR TYPES
• Artisan Vendors - selling handmade or self-created art or goods. • Artisanal Food Vendors - selling homemade edible goods. • Performing Talent Vendors - providing atmospheric music + culture. • Non-Profit Vendor - local non-profit, charitable in nature.
APPLICATION PROCESS
There will be a onetime new application processing fee of $10.00 for new vendors applying for Surf City Collective. The following documents must be provided in their entirety:
• Vendor Application.
• Signed Non-Compete Form - Out of respect, no vendor shall offer goods or services that directly compete with Huntington Beach Downtown Business Improvement District (HBDBID) members.
• Photos of Artisan Product to be sold.
• Photos of Artisan Creating their goods.
• Signed Hold Harmless Agreement.
• Signed Rules & Regulations Agreement.
• Copy of CA Seller's Permit.
• Copy of City of Huntington Beach Business License (Vendor is required to have a business license after participating in the event eight times.) • Copy of Insurance Policy.
ADDITIONAL REQUIREMENTS ON EVENT DAYS
• CA Seller's Permit (must be available in booth)
• Insurance Policy (must be available in booth)
• City of Huntington Beach Business License (must be available in booth) o Link: City of Huntington Beach Business License
24 • OC Health Permit and Temporary Food Facilities (TFF) - (must be available in booth)
o Link: Temporary Food Facilities
• Once approved, vendor may not change product lines without permission and must complete a new application for review.
• No items with foul language, or sexual content will be allowed.
MARKET INDEMNIFICATION
• Insurance - All vendors are required to have a general liability policy for a minimum of $1,000,000.
• Additional Insured - City of Huntington Beach, Huntington Beach Downtown Business Improvement District and Event Fusion are named as additional insured and are in favor a waiver of subrogation endorsement where required by written contract. Insurance is primary and noncontributory.
• Hold Harmless - Vendor agrees to indemnify and hold harmless the City of HB, HBDBID, Event Fusion and its elected or appointed officials, agents, officers, employees, and volunteers from and against any and all claims, damages, and losses.
• A dedicated link through Artists, Crafters, and Tradesmen Insurance has been set up to streamline this process, along with a group discount code. o Link https://app.actinsurance.com/events/1921
VENDOR CODE OF CONDUCT
• Vendors are invited to be a vendor and must adhere to all Vendor Codes of Conduct.
• Practice patience and understanding towards all.
• Demonstrate sensitivities to people of all ages, ethnicities, and diversities. • Treat customers and non-customers with courtesy, respect, and honesty. • Assist other vendors whenever possible.
• Treat market staff, volunteers and other vendors with respect and understanding. • Notify market manager immediately of any unsafe conditions. • Resolve conflicts in an unobtrusive manner.
• Do not treat any person in a manner that is rough, menacing, vulgar, profane, or abusive.
• Practice safe behavior at all times, including while driving. loading and unloading. • No vendor may smoke or be under the influence of illegal drugs or alcohol at any time.
• All products for sell must be safe, have a decent life expectancy and exhibit quality.
BEST PRACTICES FOR SUCCESS
• We always engage in an "If I Were the Customer" mentality. • We always greet everyone who approaches with eye contact, a friendly smile and sincere "Hello."
• We limit cell phone usage as much as possible to stay engaged. • We are present, engaging, and proud of our products.
25 • We highlight products that are new, seasonal, or limited to increase interest. • We thank every customer for their purchase and support articulating that we genuinely hope to see them again soon.
• Through our words and actions, we make people feel welcome and valued so that they want to return.
• Vendors who do not demonstrate a consistently high level of customer service may not be asked back.
MARKETING
• Vendors are required to participate in a weekly social media promotion of the marketplace prior to attending the event.
• Vendors are required to share a weekly post/story promoting the marketplace while attending the event.
• Please be sure to tag @TBD so we can share in the social story.
Facebook: TBD
Instagram: TBD
PAYMENT
• Payment is due on a weekly basis each Friday for the following Friday's event (i.e., Friday, February 4 for the Friday, February 11 marketplace.) • If the next event is a weekend show, all vendor fees will be due the Friday prior to. • Accepted payments are on-line ACH, Credit Card or in person cashier's checks or money we do not accept cash or personal checks / business checks for payments. • A $50.00 late fee will be applied for late payments. A $25.00 fee will be added for NSF or closed accounts.
ABSENCES
• You must notify the market manager by noon on Tuesday if you will not be at the market on Friday to receive a full credit towards another show. • You must notify the marker manager by Wednesday by noon if you will not be at the market on Friday to receive a 50% credit towards another show. • Notifying the market manager less than 48 hours before the show will result in in 100% loss of vendor fee payment.
• Any extended absences must be approved by management with a minimum of 2 weeks' notice.
MARKET CLOSURES
• If for some reason a future event is cancelled due to a scheduling conflict, you will receive prior written notice.
• For closures due to rain and extreme wind, the decision to call the show will be made no later than 6:00 am the day of the event and then posted. Please check our website at TBD and on Social Media.
Facebook: TBD
Instagram: TBD
26 LOAD IN
• Load In begins at 7:00 am sharp and not before.
• Vendors must be all set up and "open for business" by event time. • Winter hours are 10:00 am November - February.
• Summer hours are 9:00 am March - October.
• Vendors are not allowed under any circumstances to drive on to Pier Plaza or park in the entry way driveway to Pier Plaza as it is a reserved walkway for Vendors to move their product in and out only.
• Vendors may park in the yellow curbed loading areas to unload product only but are not allowed to use this loading zone as permanent parking. • Double parking behind other vehicles is not permitted. • Vendors are required to unload all of their products, park their car, and then bring product to their booth to free up the loading zone for other vendors.
PARKING
• You may find street parking or park in the City parking lot and get a $2.00 validation sticker.
• The City of Huntington Beach offers annual parking passes. www.huntingtonbeachca.gov/visitors/parking/parking_pass.cfm • Only oversized vehicles who have been given permission may park in oversized spaces.
• If your vehicle is found in the oversized spaces without permission, you will be towed.
LOAD OUT
• Load out begins at the end of the event and not before. • Winter hours are 5:00 pm November - February.
• Summer Hours are 6:00 pm March - October.
• Tear down your booth and tent prior to bringing your vehicle to the loading zone. • Vendors are not allowed under any circumstances to drive on to Pier Plaza or park in the entry way driveway to Pier Plaza as it is a reserved walkway for Vendors to move their product in and out only.
• Vendors may park in the yellow curbed loading areas to load product only but are not allowed to use this loading zone as permanent parking. • Double parking behind other vehicles is not permitted. • Booth space must be left clean. Do not leave trash, food, water, etc. If you have a spill, contact the market manager immediately.
CANOPY REQUIREMENTS
• Commercial grade 10 x 10 white canopy either new or in new condition lacking marks and tears.
• Vendors may purchase the desired event canopy at a group discount.
TBD
27 • Branded tents that are more than 75% white will be considered, and subject to approval if the branding is complimentary to the esthetic and branding of the market.
• Canopy must have straight legs (not splayed or angles out.) • Canopy must have attachable walls to brand, hang banners and product, block the wind, and provide extra security overnight.
• Canopy must have weights for security against the wind.
DISPLAY
• You must remain in your assigned 10 x 10 space. If you exceed your space, you must get the market Manager's approval and pay additional charges. No product in the front, side, or behind your booth.
• Your display must be neat and clean, and boxes stored under tables. • All tables must be draped with linens or tablecloths. • Tablecloths need to be free of tears and fading.
• Business sign or banner is required for your booth.
• No cardboard or A-Frame signs.
• No signs on back of the canopies on Pacific Coast Highway. • Surf City Collective reserves the right to withdraw any item from display or sale for any reason whatsoever.
MARKET VIOLATIONS
• Any rule market violation can result in a written warning, $50.00 fine, or termination without a refund from the market.
• There is No Smoking allowed for vendors at this event in their booths. Vendors may smoke off-site.
• There is No Drinking of Alcohol or Illegal Drugs at any time in during market hours including setup and teardown.
This agreement is hereby made for space at Surf City Collective for the purpose of exhibition and sale of products indicated in agreement to abide by all the following terms and conditions of this document. Surf City Collective shall not be responsible or liable for any injury or loss that may arise or come to the vendor or his/her employees or goods, for any cause whatsoever. Vendor relieves the sponsor and the property owners of all responsibility in connection with the safekeeping of property during the event.
Business
Name
Printed Name of Authorized Representative
Signature of Authorized Representative
Date
28 COVID/HEALTH DISCLAIMER: An inherent risk of exposure to COVID or any other public health concern exists in any public place where people are present. COVID is an extremely contagious disease that can lead to severe illness and death. By participating and attending Surf City Collective, you voluntarily assume all risks related to exposure of COVID. You further acknowledge that Surf City Collective cannot guarantee that you will not become infected with the COVID. You understand that the risk of becoming exposed to and/or infected by COVID may result from the actions, omissions, or negligence of myself and others, including, but not limited to, Surf City Collective staff, Surf City Collective makers/vendors, and Surf City Collective attendees. 29 SURF CITY COLLECTIVE
Art + Music + Culture + Local
HOLD HARMLESS AND INDEMNIFICATION AGREEMENT
_ shall save, keep, and hold harmless
the City of Huntington Beach, the Huntington Beach Downtown Business Improvement District, Event Fusion, it's officers, agents, employees, and volunteers from all damages, costs, or expenses in law or equality that may at any time arise or be set up because of damages to property or personal injury, or weather, received by any reason or in the course of the Surf City Collective which may be occasioned by any willful or negligent act of my business, employees, agents or assigns.
SIGNATURE OF AUTHORIZED REPRESENTATIVE
_ warrant that I have the authority to
bind the below listed organization or business to this Special Event Hold Harmless and Indemnification Agreement and by my signature heron do so bind this organization or business.
Business Name
Printed Name of Authorized Representative
Signature of Authorized Representative Date
Address of Authorized Representative
Phone Number of Authorized Representative
30 ACORD® DATE (MM/DD/YYYY)
CERTIFICATE OF LIABILITY INSURANCE
01/19/2022
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsements). 657-215-3333 657-215-3332 CONTACT John G Petit
John G Petit Insurance Agency Inc (AG. No, Ex): 657-215-3333 FAC, No: 657-215-3332 6013 Warner Avenue ADDRESs: [email protected]
INSURERS) AFFORDING COVERAGE NAIC #
Huntington Beach, CA 92647 INSURERA: United States Liability Insurance Company 19087 INSURED INSURER B: Mid Century Insurance Company 12998
Huntington Beach Downtown Business INSURER C:
Improvement District INSURER D:
315 3rd St. Ste E INSURER E:
Huntington Beach, CA 92648 INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
INSR ADDL SUBR OLICY EF
TYPE OF INSURANCE POLICY NUMBER LIMITS
LTR INSD WYD
COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000
A CLAIMS-MADE DAMAGE TO RENTED
V OCCUR PREMISES (Ea occurrence) $ 100,000
NBP1559393 01/11/2022 01/11/2023 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 / POLICY L LOC PRODUCTS - COMP/OP AGG
OTHER:
AUTOMOBILE LIABILITY
ANY AUTO BODILY INJURY (Per person)
OWNED SCHEDULED BODILY INJURY (Per accident) S
AUTOS ONLY AUTOS
HIRED NON-OWNED PROPERTY DAMAGE
AUTOS ONLY AUTOS ONLY Per accident)
UMBRELLA LIAB OCCUR EACH OCCURRENCE
EXCESS LIAB CLAIMS-MADE AGGREGATE
DED RETENTION $
WORKERS COMPENSATION I STATUTE VOTH
AND EMPLOYERS' LIABILITY YIN A0950-61-95 04/20/202104/20/2022 ANYPROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBEREXCLUDED? Y NIA V
(Mandatory in NH) E.L. DISEASE - EA EMPLOYEE $ 1,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The City of Huntington Beach, its officers, agents and employee are listed as additional insured (see attached) APPROVED AS TO FORM
V: MICHAEL E GATES
CITY ATTORNEY
CANCELLATION CITY OF HUNTINGTON BEACH
CERTIFICATE HOLDER
The City of Huntington Beach
2000 Main Street IOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFOI
VOTICE WILL BE DELIVERE
Huntington Beach, CA 92648
AUTHORIZED REPRESENTATIVE
John & Petit
© 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD "
POLICY NUMBER: NBP1559393B BUSINESSOWNERS
BP 04 48 01 06
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - DESIGNATED PERSON
OR ORGANIZATION
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SCHEDULE
Name of Additional Insured Person(s) Or Organization(s):
Effective Date: 01/11/2022
THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,
AGENTS OR VOLUNTEERS
2000 MAIN ST.
HUNTINGTON BEACH, CA 92648
Information required to complete this Schedule; If not shown above, will be shown in the Declarations.
The following is added to Paragraph C. Who is An
Insured in Section II - Liability:
3. Any person(s) or organization(s) shown in the
Schedule is also an additional insured, but only
with respect to liability for "bodily injury".
"property damage" or "personal and adverlising
injury" caused, in whole or in part, by your acts or
omissions or the acts or omissions of those
acting on your behalf in the performance of your
ongoing operations or in connection with your
premises owned by or rented to you.
BP 04 48 01 06 @ISO Properties, Inc., 2004 • Page 1of 1 POLICY NUMBER: NBP1559393B BUSINESSOWNERS
BP 04 02 01 06
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED - MANAGERS OR LESSORS OF
PREMISES
This endorsement modifies insurance provided under the following:
BUSINESSOWNERS COVERAGE FORM
SCHEDULE
Name of Person or Organization (Additional Insured):
Effeclive Date: 01/11/2022
AGENTS OR VOLUNTERN BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES, 2000 MAIN ST
HUNTINGTON BEACH, CA 92648
Designation of Premises (Part Leased To You)
209 ACACIA AVENUE
HUNTINGTON BEACH, CA 92648
(information required to complete this Schedule, if not stown above, will be shown in the Declarations A. The following is added to Paragraph C. WHO IS AN B. The following exclusions are added to Section I! - INSURED in Section II - Liability: Liability:
3. The person or organization shown in the Schedule is This insurance does not apply to:
also an insured, but only with respect to liability 1. Any "occurrence" that takes place after you cease arising out of the ownership, maintenance or use to be a tenant in the premises described in the hal part of the premises leased to you and shown ir
the Schedule 2. Structural alterations, new construction or demolition operations performed by or for the
person or organization designated in the Schedule
BP 04 02 01 06 Copyright, ISO Properties, Inc., 2004 Page 2 of 2
UNITED STATES LIABILITY INSURANCE GROUP
WAYNE, PENNSYLVANIA
Thisendorsement modifies insurance provided undor the following:
BUSINESSOWNERS COVERAGE FORM
Primary And Non-Contributory - Written Contract
Schedule:
Effective Date: 01/11/2022
Name of Person or Organization:
THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,
AGENTS OR VOLUNTEERS
2000 MAIN ST.
HUNTINGTON BEACH, CA 92648
(If no entry appears above, the information required to complete tbis endorsement will be shown in the Declarations as applicable to this endorsement)
SECTION III - COMMON POLICY CONDITIONS, Paragraph H. OTHER INSURANCE, is amended with the addition of the following:
The coverage afforded by this policy to the person(s) or organization(s) listed above is primary and non- contributory if:
1. This insurance is required to be primary or non-contributory under a written contract: and
2. The loss to be covered occurs on or after the effective date of the written contract; and
3. The loss to be covered resulted solely and exclusively from your ongoing acts or omissions or the ongoing acts or omissions of those acting on your behalf in performing "your work" under a written contract referred to above.
4. The person(s) or organization(s) listed above is an additional insured under this policy.
All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown.
BP 172(07-12) Page I of 1