HomeMy WebLinkAboutVisit Huntington Beach formerly Huntington Beach Marketing and Visitors Bureau - 2014-04-07Dept. ID ED 13-47 Page 1 of 2
Meeting Date: 4/7/2014
MEETING DATE: 4/7/2014
SUBMITTED TO: Honorable Mayor and City Council Members
SUBMITTED BY: Fred A. Wilson, City Manager
PREPARED BY: Kellee Fritzal, Deputy Director, Business Development
SUBJECT: Approve the name change from Huntington Beach Marketing and Visitors
Bureau (HBMVB) to Visit Huntington Beach (VHB) through adoption of
Resolution No. 2014-17, Amendment # 2 to the Grant Agreement and approval
of an Aareement to Administer the Huntington Beach Hotel/Motel BID Funds
Statement of Issue:
The former Huntington Beach Marketing and Visitors Bureau has requested to change their official
name to Visit Huntington Beach (Bureau). The City Council is asked to approve the name change
for operation of the Huntington Beach Hotel and Motel Business Improvement District (BID) through
the adoption of a Resolution; and approval of Amendment #2 to the Grant Agreement. As part of
the name change, the approval of an Agreement to Administer the Huntington Beach Hotel/Motel
BID funds is also recommended.
Financial Impact:
No fiscal impact to the City by approving the documents.
Recommended Action:
A) Adopt Resolution No. 2014-17 " A Resolution of the City Council of the City of Huntington Beach
Amending Resolution 2002-69 to Change the Name of the Huntington Beach Hotel/Motel Business
Improvement District Advisory Board;" and,
B) Approve and authorize the Mayor and City Clerk to execute "Amendment No. 2 to Grant
Agreement Between the City of Huntington Beach and Visit Huntington Beach (Formerly called the
Huntington Beach Marketing and Visitors Bureau) for Public Relations Services;" and,
C) Approve and authorize the Mayor and City Clerk to execute "Agreement Between the City of
Huntington Beach and Visit Huntington Beach to Administer Huntington Beach Hotel/Motel BID
Assessment."
Alternative Action(s): Do not approve actions and direct staff as necessary.
Analysis:
In 1989, the Huntington Beach Conference and Visitors Bureau was formed to represent the
community in the solicitation of leisure travelers, tour groups, and conferences. Over the years, the
Bureau has developed visitor guides, established a visitor kiosk center in conjunction with the City,
and other related promotional services. In April, 2010, the Conference and Visitors Bureau officially
amended the organization's name to the Huntington Beach Marketing and Visitors Bureau
HB -127- Item 10. - 1
Dept. ID ED 13-47 Page 2 of 2
Meeting Date: 4/7/2014
(HBMVB). At this time, the former HBMVB has officially changed its name to Visit Huntington
Beach and has requested that the City also reflect the name change.
Visit Huntington Beach administers the Huntington Beach Hotel/Motel Business Improvement
District Advisory Board. The attached Resolution will formally change the name from Marketing
and Visitors Bureau to Visit Huntington Beach as the BID Advisory Board. The adoption of the
Resolution does not modify or change any aspect of the BID.
In addition to amending the resolution, the original Grant Agreement approved in October 1, 2006,
needs to be amended to reflect the name change. The grant, a sum equivalent to ten -percent
(10%) of the City's Transient Occupancy Tax, is payable monthly to perform promotional services
for the City of Huntington Beach. Since the Bureau was founded in 1989, grants have been
provided on an annual basis for promotional services. In April 2010, an amended Agreement was
adopted that officially amended the organization's name to the Huntington Beach Marketing and
Visitors Bureau (HBMVB) and provided one, five-year extension period. The second amended
Agreement is to officially amend the organization's name to Visit Huntington Beach. No other
changes to the Agreement are proposed.
Lastly, due to Visit Huntington Beach administering the Hotel/Motel Business Improvement District,
an Agreement has been drafted to ensure that the Bureau is administering the BID according to city
and State regulations. The Agreement sets forth the scope of service, term, retention and
ownership of records, insurance and independent contractor status.
Environmental Status:
Not applicable
Strategic Plan Goal:
Enhance Economic Development
Attachment(s):
1. Resolution No. 2014-17 " A Resolution of the City Council of the City of Huntington Beach
Amending Resolution 2002-69 to Change the Name of the Huntington Beach Hotel/Motel
Business Improvement District Advisory Board"
2. "Amendment No. 2 to Grant Agreement Between the City of Huntington Beach and Visit
Huntington Beach (Formerly called the Huntington Beach Marketing and Visitors Bureau) for
Public Relations Services"
3. "Agreement Between the City of Huntington Beach and Visit Huntington Beach to Administer
Huntington Beach Hotel/Motel BID Assessment"
Item 10. - 2 HB -128-
I
RESOLUTION NO. 2014-17
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
HUNTINGTON BEACH AMENDING RESOLUTION 2002-69
TO CHANGE THE NAME OF THE
HUNTINGTON BEACH HOTEL/MOTEL BUSINESS
IMPROVEMENT DISTRICT ADVISORY BOARD
WHEREAS, the Parking and Business Improvement Area Law of 1989, codified at
Streets and Highways Code § 36500 et seq. (the "Act") authorizes cities to establish parking and
business improvement areas for the purpose of imposing benefit assessments on businesses for
certain purposes; and
The City Council formed a business improvement area, the Huntington Beach
Hotel/Motel Business Improvement District (the "District"), by the passage of Ordinance 3569
and Resolution 2002-69 on August 19, 2002; and
The District's Advisory Board was appointed by Resolution 2002-69 and reaffirmed as
such by Resolution 2003-60 as the current and future members of the Board of Directors of the
Huntington Beach Marketing Visitors Bureau (MVB); (formerly the Conference & Visitors
Bureau); and
Subsequent to the adoption of Resolution 2002-69 and 2003-60, the MVB has again
changed its name and corporate structure to Visit Huntington Beach.
NOW, THEREFORE, the City Council of the City of Huntington Beach does hereby
resolve, determine and find as follows:
SECTION 1. The City Council of the City of Huntington Beach hereby appoints the 501
C6 nonprofit corporation named Visit Huntington Beach as the District Advisory Board.
SECTION 2. This resolution name change will supersede any previous resolution
whereby the District Advisory Board was appointed. All other provisions regarding the District
remain unchanged and in effect.
PASSED AND ADOPTED by the City Council of the City of Huntington Beach
at a regular meeting thereof held on the 7th day of April , 264 .
Mayor
REVIE D APPROVED: APP, ROES AS TO FORM:
i Manager City Attorney _
13-4020/103790
Res. No. 2014-17
STATE OF CALIFORNIA
COUNTY OF ORANGE ) ss:
CITY OF HUNTINGTON BEACH )
I, JOAN L. FLYNN the duly elected, qualified City Clerk of the City of
Huntington Beach, and ex-officio Clerk of the City Council of said City, do hereby
certify that the whole number of members of the City Council of the City of
Huntington Beach is seven; that the foregoing resolution was passed and adopted
by the affirmative vote of at least a majority of all the members of said City Council
at a Regular meeting thereof held on April 7, 2014 by the following vote:
AYES: Katapodis, Hardy, Shaw, Harper, Boardman, Sullivan, Carchio
NOES: None
ABSENT: None
ABSTAIN: None
City CVrk and ex-officio' . erk of the
City Council of the City of
Huntington Beach, California
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AMENDMENT NO.2 TO GRANT AGREEMENT
BETWEEN THE CITE' OF HUNTINGTON BEACH AND
VISIT HUNTINGTON BEACH (FORMERLY CALLED THE HUNTINGTON
BEACH MARKETING AND VISITORS BUREAU)
FOR
PUBLIC RELATIONS SERVICES
THIS AMENDMENT is made and entered into by and between the CITY OF
HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as
"City," and VISIT HUNTINGTON BEACH (formerly Huntington Beach Marketing and
Visitors Bureau (`BUREAU"), a California non-profit corporation.
WHEREAS, the Huntington Beach Marketing and Visitors Bureau is now known
as Visit Huntington Beach, hereinafter referred to as "VHB;" and
CITY and BUREAU are parties to a Grant Agreement ("Original Agreement")
dated September, 2006, which agreement granted funds to BUREAU to perform
promotional services and provide marketing services in the City of Huntington Beach;
and
BUREAU agreed to accept such funds and to perform such services; and
On April 5, 2010, CITY and BUREAU amended the Original Agreement in the
"Amended and Restated Grant Agreement Between the City of Huntington Beach and
Huntington Beach Marketing and Visitor Bureau (Formerly Called The Huntington
Beach Conference and Visitors Bureau) For Public Relations Services" to reflect the
name change of BUREAU, and to modify the term of the Original Agreement, as well as
to make minor modifications to other paragraphs; and
CITY and VHB wish to amend the Original Agreement and Amended and
Restated Grant Agreement Between the City of Huntington Beach and Huntington Beach
Marketing and Visitor Bureau (Formerly Called The Huntington Beach Conference and
Visitors Bureau) For Public Relations Services (together "Agreements") to reflect the
name change of BUREAU to VHB,
NOW, THEREFORE, it is agreed by CITY and VHB as follows:
1. The first paragraph of the Agreements is amended to change Huntington
Beach Marketing and Visitors Bureau to Visit Huntington Beach.
2. REAFFIRMATION
Except as specifically modified herein, all other terms and conditions of
the Original Agreement shall remain in full force and effect.
13-4020/103389
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their authorized officers on 20�
VISIT HUNTINGTON BEACH,
a California non-profit corporation
By: ►m ,
print name
ITS: (circle one) Chairm residen ce President
AND
By: I Li
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ITS: (circle one) Secretary/ efFinancial
Officer/Asst. Secretary - Treasurer
APPROVED:
Manager
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
TED APPROVED:
i
stant City Manager
APPROVED AS TO FORM:
Attorney
Date: —4 , 1 • 14
1-9
13-4020/103389 2
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AGREEMENT BETWEEN THE CITY OF
HUNTINGTON BEACH AND VISIT HUNTINGTON BEACH
TO ADMINISTER THE HUNTINGTON BEACH
HOTEL/MOTEL BID ASSESSMENT
THIS 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 the VISIT HUNTINGTON BEACH, a California 50IC6 non-
profit corporation, hereinafter referred to as "VHB."
WHEREAS, the Huntington Beach Hotel/Motel Business Improvement District
(Hotel/Motel BID) was created per Resolution No. 2002-69 and Ordinance No. 3569, for
the purpose of funding and promoting tourism and related tourists events which benefit the
hotel and motel businesses within the City of Huntington Beach; and
In order to fund these activities, members of Hotel/Motel BID pay an annual
assessment to the CITY; and
The assessments are collected concurrent with Hotel/Motel BID member's payment
of the CITY's business license tax, or otherwise. The assessment is deposited in a separate
Hotel/Motel BID account held by the CITY. The assessment funds can only expended
pursuant to the mandates of the California Streets & Highways Code §36500, et seq.; and
Resolution No. 20/,(-I-/ 4t designated the VHB (formerly known as the
i,
Huntington Beach Marketing and Visitor's Bureau) as the Hotel/Motel BID Advisory
Board; and
The VHB is incorporated as a non-profit 501 C6 corporation and acting as the BID
advisory board is dedicated to promoting the tourism and related tourist events which benefit
the hotel and motel businesses within the CITY as set forth in the annual report.
to-2569/final 3-17-14 Hotel BID advisory agreement 1
In addition to acting as the BID Advisory board, the CITY desires that the VHB
also be the administering agent for CITY regarding disbursement of the funds collected
through the annual Hotel/Motel BID assessment in accordance with the mandates of State
law; and
The VHB has agreed to be CITY's administrating agent regarding expenditure of
annual assessment dollars,
NOW, THEREFORE, it is agreed by CITY and VHB as follows:
1. ADMINISTRATION OF FUNDS
The Annual Assessment will be expended as set forth in each year's Annual Report
approved by City Council and pursuant to any additional requirements of Streets &
Highways Code §36500, et seq. or Federal, State or City laws.
2. SCOPE OF SERVICES
The Board shall perform or cause to be performed the following tasks:
• Attend meetings where the City Council has agendized Hotel/Motel BID
business.
O Attend status meetings with CITY representatives no less than four (4) times
per year as mutually agreed upon between the City and VHB.
• Provide quarterly written status reports to CITY.
® Comply with applicable mandates of the Public Records Act, Political Reform
Act and the Brown Act.
0 Carry out scope of Annual Report including contracting with qualified
contractors for improvements and activities of businesses located and operating
in the Hotel/Motel BID of the CITY.
10-2569/finai 3-17-14 Hotel BID advisory agreement 2
• The VHB officers and employees shall complete Form 700 Statement of
Economic Interests and file with the City Clerk if required by CITY's Conflict
of Interest Code.
• Work with CITY to create an Annual Report as set forth in Streets & Highways
Code §36533.
• Hold at lease 2 meetings to create and ratify the Hotel/Motel BID Annual
Report. All meetings shall be subject to the Ralph M. Brown Act.
• Submit the Annual Report to the City Clerk of CITY in a timely manner such
that the CITY may process the annual Hotel/Motel BID assessment.
• Unused annual Hotel/Motel BID assessment funds will be placed in the
Hotel/Motel BID account and carried forward.
3. TERM; ANNUAL EXTENSION; TERMINATION
This Agreement shall commence on approval of City Council as evidenced by
signature of the Mayor and City Clerk and continue in effect until the VHB is no longer the
Hotel/Motel BID advisory board.
Either party may terminate this Agreement at any time without cause, upon thirty
(30) days prior written notice to the other party. In the event of termination, all
unexpended funds, finished and unfinished documents, exhibits, reports, and evidence
shall, at the option of CITY, become its property and shall be promptly delivered to it by
the VHB. In the event the termination of this agreement is result of the elimination of the
district, then all funds shall be returned to businesses as provided by state law. In the event
the agreement is otherwise terminated, the City shall cause all unused funds to be
10-2569/anal 3-17-14 Hotel BID advisory agreement 3
expended pursuant to the annual report for that year. Any unused funds will be carried
forward as required by California Streets and Highways Code.
4. RECORDS; CITY STAFF LIAISON
The Board shall maintain separate accounting records for all funds received from
CITY under this Agreement. VHB further agrees that all of its records, including those
pertaining to funds received from CITY and all other funds received by the Hotel/Motel
BID, must be maintained in accordance with standard accounting procedures and
principles. As part of this Agreement, VHB agrees to undertake, at its own expense, an
annual audit of each fiscal year, including all subsidiary or fiscal agent accounts, by a
Certified Public Accountant approved by the CITY, to be conducted at the end of each
respective fiscal year. The results of those audits shall be provided to the CITY upon
completion. VHB agrees to fully cooperate in such audits. VHB further agrees that within
sixty (60) days after termination of this Agreement, the Board shall submit to CITY, a final
financial statement detailing all expenditures made and all income received during the
effective period of this Agreement.
All accounting records and evidence pertaining to all costs of the Hotel/Motel BID
shall be kept available at the VHB office, or place of business for a period of not less than
three (3) years after funds are disbursed to the Hotel/Motel BID. VHB shall make all of its
Hotel/Motel BID records available to CITY during regular business hours for the purpose
of auditing and shall furnish clerical assistance for this purpose to CITY'S auditor as
required. The VHB shall furnish copies of all records to CITY on request. The VHB
agrees to implement all recommendations made by CITY'S auditor, if any.
10-2569/fina1 3-17-14 Hotel BID advisory agreement 4
In the event VHB does not make its Hotel/Motel BID books and financial records
available within the City of Huntington Beach, VHB agrees to pay all necessary and
reasonable expenses incurred by CITY in conducting any audit at the location where said
records and books of account are maintained.
5. WORKERS COMPENSATION INSURANCE
Pursuant to California Labor Code section 1861, VHB acknowledges awareness of
section 3700 et seq. of said Code, which requires every employer to be insured against
liability for workers compensation; VHB covenants that it will comply with such
provisions prior to commencing performance of the work hereunder.
VHB shall maintain workers compensation insurance in an amount of not less than
One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence,
One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, Two
Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit.
VHB shall require all subcontractors to provide such workers compensation
insurance for all of the subcontractors' employees. VHB shall furnish to CITY a certificate
of waiver of subrogation under the terms of the workers compensation insurance and VHB
shall similarly require all subcontractors to waive subrogation.
6. INSURANCE
In addition to the workers' compensation and employer's liability insurance and
VHB's covenant to indemnify CITY, VHB shall obtain and furnish to CITY, a policy of
general public liability insurance, covering the activities set forth herein. This policy shall
indemnify VHB, its officers, employees and agents while acting within the scope of their
duties, against any and all claims arising out or in connection with the performance of the
10-2569/finai 3-17-14 Hotel BID advisory agreement 5
activities set forth herein, and shall provide coverage in not less than the following amount:
combined single limit bodily injury and property damage, including 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) for the activities set forth herein. 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 any claim shall be deemed excess coverage and that
VHB's insurance shall be primary.
7. CERT_I_FICATES OF INSURANCE; ADDITIONAL INSURED
ENDORSEMENTS
Prior to commencing performance of the work hereunder, and for each year of the
five (5) year term of this Agreement, VHB shall furnish to CITY certificates of insurance
subject to approval of the City Attorney evidencing the foregoing insurance coverages as
required by this Agreement; said certificates shall:
1. provide the name and policy number of each carrier and policy;
2. shall state that the policy is currently in force; and
3. shall promise to provide that such policies will not be canceled or
modified without thirty (30) days' prior written notice of CITY.
VHB shall maintain the foregoing insurance coverages in force until the
work under this Agreement is fully completed and accepted by CITY.
10-2569/final 3-17-14 Hotel BID advisory agreement 6
The requirement for carrying the foregoing insurance coverages shall not derogate
from the provisions for indemnification of CITY by VHB under the Agreement. CITY or
its representative shall at all times have the right to demand the original or a copy of all the
policies of insurance. VHB shall pay, in a prompt and timely manner, the premiums on all
insurance hereinabove required.
VHB shall provide a separate copy of the additional insured endorsement to each of
VHB's insurance policies, naming CITY, its officers, elected and appointed officials,
employees, agents and volunteers as Additional Insureds, to the City Attorney for approval
prior to any payment hereunder.
8. INDEPENDENT CONTRACTOR
VHB is, and shall be, acting at all times in the performance of the services of this
Agreement as an independent contractor. VHB shall secure at its expense, and be
responsible for any and all payment of taxes, social security, state disability insurance
compensation, unemployment compensation and other payroll deductions for its officers,
agents and employees and all business licenses, if any, in connection with the services to
be performed hereunder.
9. CITY EMPLOYEES AND OFFICIALS
VHB 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.
10-2569/finai 3-17-14 Hotel BID advisory agreement 7
10. HOLD HARMLESS
VHB 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
(including, without limitation, costs and fees of litigation of every nature or liability of any
kind or nature) arising out of or in connection with VHB's (or VHB's subcontractors, if
any) negligent performance of this Agreement or its failure to comply with any of its
obligations contained in this Agreement by VHB, its officials, agents or employees except
such loss or damage which was caused by the sole negligence or willful misconduct of
CITY in enforcing this obligation. VHB will conduct all defense at its sole cost and
expense and CITY shall approve selection of VHB'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 limitation upon the amount of indemnification to be provided by
VHB.
11. NON-DISCRIMINATION
In the performance of this Agreement VHB shall not discriminate against any
employee or applicant for employment on the basis of race, sex, color, religion, ancestry,
national origin, age or as an otherwise qualified handicapped individual. This prohibition
shall pertain to employment, upgrading, demotion or transfer, recruitment advertising;
layoff or termination; rates of pay and other forms of compensation; selection for training,
including apprenticeship; and any other action or inaction pertaining to employment
matters, and shall also apply to proscribe discrimination in any program or activity funded
in whole or in part with funds made available under this Agreement.
10-2569/finai 3-17-14 Hotel BID advisory agreement 8
12. ASSIGNMENT AND SUBCONTRACTING
This Agreement is a personal service contract and the supervisory work hereunder
shall not be delegated by the VHB to any other person or entity without the consent of
CITY.
13. IMMIGRATION
VHB shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the provision
of the United States Code regarding employment verification.
14. LEGAL SERVICES SUBCONTRACTING PROHIBITED
VHB 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. VHB understands that pursuant to Huntington Beach
City Charter §309, the City Attorney is the exclusive legal counsel for CITY; and CITY
shall not be liable for payment of any legal service expenses incurred by VHB.
16. ATTORNEY' S FEES
In the event suit is brought by either party to enforce the terms and provisions of
this agreement or to secure the performance hereof, each party shall bear its own attorney's
fees. The prevailing party shall not be entitled to recover its attorney's fees from the non -
prevailing party.
17. ENTIRETY
The foregoing and Exhibit A set forth the entire Agreement between the parties.
10-2569isnai 3-17-14 Hotel BID advisory agreement 9
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers �A / L 20 .
HUNTINGTON BEACH HOTEL/MOTEL
BUSINESS IMPROVEMENT DISTRICT
By: _.
print name
ITS: (circle on) Chairman/ resident/Vice President
AND
B
print name
ITS: (circle one) Secretary/Chief_Financial�
Officer/Asst. Secretary - Treasurer V
REVIE APPROVED:
CiTMa �"ger
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of
California
City Clerk`f� , I (1
TED AN OVED:
Assistant City Manager
APPROVED AS TO FORM:
City Attorney
10-2569/finai 3-17-14 Hotel BID advisory agreement 10
City ®f Huntington Beach
2000 Main Street ♦ Huntington Beach, CA 92648
(714) 536-5227 ♦ www.huntingtonbeachca.gov
Office of the City Clerk
Joan L. Flynn, City Clerk
April 9, 2014
Visit Huntington Beach
301 Main Street
Suite 212
Huntington Beach, CA 92648
To Whom It May Concern'
Enclosed for your records are a copy of the "Amendment No. 2 to Grant Agreement Between
the City of Huntington Beach and Visit Huntington Beach (Formerly Called the Huntington
Beach Marketing and Visitors Bureau) for Public Relations Services," and "Agreement
Between the City of Huntington Beach and Visit Huntington Beach to Administer the
Huntington Beach Hotel/Motel Bid Assessment."
Sincerely,
e
Joan L. Flynn, CMC
City Clerk
JF:pe
Enclosure
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