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Visit Huntington Beach - VHB formerly HBMVB - Huntington Beach Marketing and Visitors Bureau - formerly the Huntington Beach Conference and Visitors Bureau - HBCVB - 2006-09-18
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 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. 13-4020/103 3 89 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on L.�. , 20� VISIT HUNTINGTON BEACH, a California non-profit corporation By: ✓r` , �1 print name ITS: (circle one) Chairma resident/ 'ce President AND By; Nippie iyir pi print name ITS: (circle one) Secretary/ _ ief Financial Officer/Asst. Secretary - Treasurer APPROVED: Manager CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California 7TrATED/IVN$k,APPROVED: stant City Manager APPROVED AS TO FORM: Attorney DateA , 1 • 14 13-4020/103389 2 r Council/Agency Meeting Held:_ Deferred/Continued to: lApprove d ❑ Conditionally Approved ❑ Denied City ler S Signature Council Meeting Date: April 5, 2010 Department ID Number: ED 10-12 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Administrator PREPARED BY: Stanley Smalewitz, Director of Economic Development SUBJECT: Approval of the Amended and Restated Grant Agreement between the City of Huntington Beach and Huntington Beach Marketing and Visitors Bureau (formerly called the Huntington Beach Conference and Visitors Bureau) for Public Relations Services Statement of Issue: The purpose of amending this Agreement is to reflect the name change to the Huntington Beach Marketing and Visitors Bureau (HBMVB), modify the terms of the Agreement, and to expand the scope to meet the City's existing and future promotional needs. Funding Source: Currently funded through Account No. 10080101.74020. Recommended Action: Motion to: Approve and authorize execution of the Amended and Restated Grant Agreement between the City of Huntington Beach and the Huntington Beach Marketing and Visitors Bureau for Public Relations Services. Alternative Action(s): Do not approve the Amended and Restated Grant Agreement and direct staff accordingly. Item 6. REQUEST FOR COUNCIL ACTION MEETING DATE: 4/5/2010 DEPARTMENT ID NUMBED: ED 10-12 Analysis: In 1989, the Huntington Beach Conference and Visitors Bureau 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. The original Grant Agreement approved in October 1, 2006, granted a sum equivalent to ten percent (10%) of the City's Transient Occupancy Tax, 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. The attached amended Agreement incorporates two major changes from the original Grant Agreement: • The proposed agreement officially amends the organization's name to the Huntington Beach Marketing and Visitors Bureau (HBMVB). • The original Agreement commenced on October 1, 2006, with an initial term of five years. Upon the mutual agreement of both the City and the HBMVB, this amended Agreement will be extended for one five-year period, with one five-year extension. The amended Agreement expands the marketing services to include, but not limited to, the following scope of work: • Operations and Staffing: Continue to administer and operate a Marketing and Visitors Bureau, including personnel and facilities, to position Huntington Beach as a preferred California beach destination in order to maximize overnight visitor spending, destination development, and quality of life for all residents; • Brand Marketing: Continue propagation of the Huntington Beach and Surf City USA name, logo and tagline across various forms of online media, print collateral, and community outreach in order to increase overnight visitations; • Visitor Kiosk: Provide year-round informational services (including City information) and marketing materials to visitors and residents at the pier Visitor Kiosk; • Media Relations: Continue efforts to obtain ongoing press coverage of Huntington Beach as a premier overnight coastal destination by highlighting destination assets and major activities including, but not limited to, events and openings of new visitor - serving businesses; and ® Collaborate with the City of Huntington Beach: Participate with the City on new project development by providing informational material and other assistance to Huntington Beach hotels, Media and Film Familiarization Tours, as well as Group and Meeting Planner Tours. When appropriate, lend marketing support to the City's organizations,. e.g. community groups as the Downtown Business Improvement District and Chamber of Commerce. REQUEST FOR COUNCIL ACTION MEETING DATE: 4/5/2010 DEPARTMENT ID NUMBER: ED 10-12 The monies provided by the City in the attached Agreement will allow the HBMVB to continue to increase advertising, marketing, and public relations for the City of Huntington Beach as a year-round, overnight destination. Environmental Status: n/a Strategic Plan Goal: Enhance Economic Development Attachment(s): 1. Approval of the Amended and Restated Grant Agreement between the City of Huntington Beach and Huntington Beach Marketing and Visitors Bureau (formerly called the Huntington Beach Conference and Visitors Bureau) for Public Relations Services ATTACHMENT #1 AMENDED AND RESTATED GRANT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND HUNTINGTON BEACH MARKETING AND VISITORS BUREAU (FORMERLY CALLED THE HUNTINGTON BEACH CONFERENCE AND VISITORS BUREAU) FOR PUBLIC RELATIONS SERVICES THIS AMENDED AND RESTATED 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 HUNTINGTON BEACH MARKETING AND VISITORS BUREAU (formerly called the Huntington Beach Conference and Visitors Bureau), a California non-profit corporation. WHEREAS, the Huntington Beach Conference and Visitors Bureau is now known as the Huntington Beach Marketing and Visitors Bureau, hereinafter referred to as `BUREAU;" and CITY and BUREAU are parties to a Grant Agreement ("Original Agreement") dated September 18, 2006 which agreement granted funds to BUREAU to perform promotional services and provide marketing services in the City of Huntington Beach; BUREAU agreed to accept such funds and to perform such services; CITY and BUREAU wish to amend the Original Agreement 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, NOW, THEREFORE, it is agreed by CITY and BUREAU as follows: 1. GRANT OF FUNDS CITY hereby grants to BUREAU a sum equivalent to ten percent (10%) of CITY'S Transient Occupancy Tax (TOT) collections each month, payable monthly, following collection of same. 09-2308.001/44469 1 2. PUBLIC PURPOSES LIMITATION/DURATION OF AGREEMENT All funds granted herein shall be used only for the promotion of the City of Huntington Beach, to attract leisure and group business, to provide information to persons interested in doing business in the community, to represent CITY on related regional activities such as the Film Commission, to operate a marketing and visitors bureau to benefit CITY, and to perform all services as set forth in the Scope of Services attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein. In addition to the tasks identified in the Scope of Services (Exhibit A), and until no longer required by CITY'S Conflict of Interest Code, the Board and President shall annually complete Form 700 Statement of Economic Interest, and file the completed form with the City Clerk. 3. TERM; ANNUAL EXTENSION; TERMINATION The Original Agreement commenced on October 1, 2006, with an initial term of five (5) years. Commencing on approval of this Amended Agreement, this Agreement shall be extended for one five-year period with one five-year extension. The Agreement shall terminate automatically at the end of the extended five-year period, unless terminated sooner as set forth herein. All work required hereunder shall be performed in a good and workmanlike manner. In the event of termination, all finished and unfinished documents, exhibits, reports, patents or copyrights, and evidence shall, at the option of CITY, become its property and shall be promptly delivered to it by BUREAU. CITY reserves the right to terminate this Agreement for cause upon thirty (30) days written notice to BUREAU, in the event the City Council determines, based upon substantial evidence, that: 09-2308.001/44469 2 (a) BUREAU has improperly expended funds provided by CITY pursuant to this Agreement; or (b) BUREAU has materially failed to perform the services required of it pursuant to this Agreement as set forth in Exhibit A and has not cured such failure within thirty (30) days from the expiration of such notice period; or (c) BUREAU has filed, or has taken or committed any act preparatory to filing, a petition in bankruptcy or for receivership or reorganization under the Bankruptcy Act; or (d) BUREAU has become insolvent or committed any act of insolvency. 4. RECORDS; CITY STAFF LIAISON BUREAU shall maintain separate accounting records for all funds received from CITY under this Agreement. BUREAU further agrees that all of its records, including those pertaining to funds received from CITY and all other funds received by BUREAU, must be maintained in accordance with standard accounting procedures and principles. As part of this Agreement, BUREAU 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. The BUREAU agrees to fully cooperate in such audits. BUREAU further agrees that within sixty (60) days after termination of this Agreement, BUREAU 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 BUREAU shall be kept available at BUREAU'S office, or place of business for a period of not less than three (3) years after funds are granted to BUREAU. BUREAU shall make all of its records available to CITY during regular business hours for the purpose of auditing and shall furnish clerical assistance for 09-2308.001/44469 3 this purpose to CITY'S auditor as required. BUREAU shall furnish copies of all records to CITY on request. BUREAU agrees to implement all recommendations made by CITY' S auditor, if any. In the event BUREAU does not make its books and financial records available within the City of Huntington Beach, BUREAU 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, BUREAU acknowledges awareness of section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers compensation; BUREAU covenants that it will comply with such provisions prior to commencing performance of the work hereunder. BUREAU 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. BUREAU shall require all subcontractors to provide such workers compensation insurance for all of the subcontractors' employees. BUREAU shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers compensation insurance and BUREAU shall similarly require all subcontractors to waive subrogation. 6. INSURANCE In addition to the workers' compensation and employer's liability insurance and BUREAU' S covenant to indemnify CITY, BUREAU shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage covering the activities to 09-2308.001/44469 4 be funded by the Grant monies as set forth herein. This policy shall indemnify BUREAU, 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 activities to be funded by the Grant monies as 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 to be funded by the Grant monies as 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 BUREAU' 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. 7. CERTIFICATES 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, BUREAU 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. 09-2308.001/44469 5 BUREAU shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by BUREAU 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. BUREAU shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. BUREAU shall provide a separate copy of the additional insured endorsement to each of BUREAU'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 BUREAU is, and shall be, acting at all times in the performance of the services of this Agreement as an independent contractor. BUREAU 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 BUREAU 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. 09-2308.001/44469 6 10. HOLD HARMLESS BUREAU 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 BUREAU' S (or BUREAU' S subcontractors, if any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by BUREAU, 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. BUREAU will conduct all defense at its sole cost and expense and CITY shall approve selection of BUREAU' 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 BUREAU. 11. NON-DISCRIMINATION In the performance of this Agreement BUREAU 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. 09-2308.001/44469 7 12. ASSIGNMENT AND SUBCONTRACTING This Agreement is a personal service contract and the supervisory work hereunder shall not be delegated by BUREAU to any other person or entity without the consent of CITY. 13. IMMIGRATION BUREAU 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 BUREAU 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. BUREAU 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 BUREAU. 15. 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. 16. ENTIRETY The foregoing sets forth the entire Agreement between the parties. 09-2308.001/44469 8 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers ZqlZ— � 2010. HUNTINGTON BEACH MARKETING AND VISITORS BUREAU, a California corporation: By: print name ITS: (circle one) airm lPresident/Vice President AND print name ITS: (circle one) Secreta Chief Financial Officer/Asst. Secretary - Treasurer CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California Director of Econon iz-D�velopment APPROVED AS TO FORM: City Attorney D�o 1N\�,0 09-2308.001/44469 9 EXHIBIT A HUNTINGTON BEACH MARKETING AND VISITORS BUREAU (HBMVB) SCOPE OF MARKETING SERVICES l . Attend the City Council's Downtown Economic Development Committee meetings. 2. Conduct status meetings with City Administrator or his delegate no less than two (2) times per year as mutually agreed upon between the City Administrator and the President of HBMVB. 3. Provide monthly written status reports to City's Director of Economic Development including activities and tracking of strategies. 4. Operations and Staffing: Continue to administer and operate a Marketing and Visitors Bureau, including personnel and facilities, to position Huntington Beach as a preferred California beach destination in order to maximize overnight visitor spending, destination development and quality of life for all residents. 5. Brand Marketing: Continue propagation of the Huntington Beach and Surf City USA name, logo and tagline across various forms of online media, print collateral and community outreach in order to increase overnight visitations. 6. Visitor Kiosk: Provide year-round informational services (including City information) and marketing materials to visitors and residents at the pier Visitor Kiosk. 7. Toll -free number: Maintain toll -free 800 number to provide caller information 8. Strategic Alliances: Collaborate with California Travel and Tourism Commission (CTTC) at the state level, United States Travel Association (USTA) at the national level, and other regional Destination Marketing Organizations such as Orange County Tourism Council (OCTC) and Anaheim/Orange County Visitor and Convention Bureau (Anaheim/OCVB), as a way to leverage the Bureau's marketing funds in the promotion of Huntington Beach as an overnight destinations. 9. Media Relations: Continue efforts to obtain ongoing press coverage of Huntington Beach as a premier overnight coastal destination by highlighting destination assets and major activities including, but not limited to, events and openings of new visitor -serving business. 10. Collaborate with the City of Huntington Beach: Participate with the City on new project development by providing informational material and other assistance to Huntington Beach hotels, Media and Film Familiarization ("FAM") Tours, as well as Group Tour and Meeting Planner FAMs. When appropriate, lend marketing support to the City's organizations, e.g. community groups as the Downtown Business Improvement District, and Chamber of Commerce. 11. Film Opportunities: As staffing and budget allow, work with the City of Huntington Beach and its stakeholders to market Huntington Beach as a print, movie, television, and advertising location. 12. Collateral Material: As staffing and budget allow, produce an Annual Visitors Guide, as well as associated collateral materials, general interest brochures and other publications on an as -needed basis. 13. Research and Tracking: As staffing and budget allow, work with industry experts to produce up- to-date data regarding the economic impact of tourism on Huntington Beach and augment current systems to track HBMVB marketing efforts according to industry standards. 14. Community/New Special Events: Actively participate in the City's Executive Events Committee to review and recommend events that portray the image and attracts the desired demographic. In conjunction with the City, develop and market community -based events and promotions with potential or demonstrated overnight visitor appeal, or which enhance the City's image as a tourist and family -friendly destination. 15. Local Outreach Plans: Continue efforts to educate media, residents and local businesses about the importance of tourism as an economic generator. 16. Off-season Hotel Discount Program for Local Residents: Continue "Good Neighbor" plan benefiting hotels during low -occupancy holidays by offering hotel discounts to local residents. HUNTBEA-08 MOJ1 ACORD CERTIFICATE ®F LIABILITY INSURANCE rM DATE(MM/DD/YYYY) 3/23/2010 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Automatic Data Processing Insurance Agency, Inc 1 ADP Boulevard ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Roseland, NJ 07068 INSURERS AFFORDING COVERAGE NAIC # INSURED Huntington Beach Conference and Visitors Bureau INSURER A:AmGuard Insurance Company 301 Main Street Suite 208 Huntington Beach, CA 92648 INSURER B: INSURER C' INSURER D: INSURER E COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR DD'L TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATIONINSR LIMITS GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurence $ CLAIMS MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS - COMP/OP AGG $ POLICY E PROT LOC JEC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC $ ANY AUTO $ AUTO ONLY: AGG EXCESS/UMBRELLA LIABILITY EACH OCCURRENCE $ AGGREGATE $ OCCUR ❑ CLAIMS MADE a� T. aY 1 Y Ci p {.� Pity AI.�® $ DEDUCTIBLE /a'$ $ RETENTION $4,4a f�"11 WORKERS COMPENSATION AND X( I WC STATU- OTH- TORY LIMITS ER E.L EACH ACCIDENT $ 1,000+00 A EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? HUWC111637 1/1/2010 1/1/2011 E.L DISEASE -EA EMPLOYEE $ 1,000,00 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE - POLICY LIMIT 1,000 00 $ + OTHER DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT / SPECIAL PROVISIONS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION City of Huntington Beach DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN 200 Main St Huntington Beach, CA 92648- NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE , ACORD 25 (2001/08) © ACORD CORPORATION 1988 03/24/2010 13:24 8182640699 BRILLIANT INS MAR/13/2013/THU i5:11 AM Huntington Beach CVB 'TAX No. PAGE 02/03 Policy Number; Iac972769 Dale Entered: 2/12 2010 CERTIFICATE OF LIABILITY INS11RANC� ztlz/10 oYl THIS CERTIFICATE IS ISSUED AS A MATT@R OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDERTHIS CERTIFICATE DOES NOT AFI-IRMATIVELY CA NEGATIVELY AMEND, t=J(TEND OR Al -TER THE COVERAGE AFFORDED 9Y THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT 51_7TWEEN THE ISSUING INSURER(S), AUTHORIZED REPRSSSNTATIVE OR PRODUCER, ANO THE CERTIFICATE HOLDER, IMPORTANT: If the certificate hol4ar is an ADDITIONAL INSURED, Ihd polley(les) must be endorsed, If SU14ROGATION IS WAIVED, Aub(ectto the terms and eondltions of the Policy, Certain polivies may require an endorsement, A statement on this certtflcate does »ot confer rights to the Certificate holder In lieu of such endomement(s), rVIDOLI"K CONTA wT Bzi.11ixt>t Iftnuranoo 9erviaea PN4NE 20720 Vgntura Blvd., Sta. 270 (81.9}264-0300 FA (918)264-0699 E-AIAIL Woodland $ilia, CA 9336d �RDDuctx INSURED Huntington Beach Con£es'exice and Visitors Bureau 301 Main Street, SuStc 0200 Huntington Baachr CA 92648 ,Nautilus Inamrance Co, COVERArFR C_FRTICIr'a TA NI]MAPP• 17%7vm Inn NI rhAM PT7• THIS LS YO C6PYlPY THAT THE; POLICIn OF INSURANCE LI57E❑ BELOW HAVE OFEN ISSUED TO THE :NSVRED NAMED ASOVS FOR THE POLICY PERIOD INDICATED. NO;'WITHSTANDING ANY RECIUTAEMeNT. TERM OR CONDITION OF ANY CONTRACT OR OThER DOCUMENT WITH REe9PISCT10 WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROEA gY TH E POLICIES DESC FUS EO HER EIN IS 4U9JECY TO ALL THE TERMS. EX4LUSIONSAND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REOUCEO AY PAID CLAIMS. 17q TYPE OF INBURANC£ QOL PDLIDY NUMBCft POLICY EFF POLICY 6><P LIMITS EACH OCOURRMC6 ' S1,000,000, OANERALLLSBZJTY COMMERCIAL QENfliAL LIABILITY X rTG912-768 1 E TO RENTED I 2/12120a0 201L QIOL6� 310�0, 000 CLAIMSMAOE LIX: OCCUR. � MED ENP (Arty oneWan) I jI Pr;KMNAL &ACV INJURY 1 S1 , DOD, 000 OQD, 00D _ I I GENERALAGGAE:GATE IB21 t � G8N'LAGGAEGATrUL4IrAPPLIS'SPFJt r l I I R_OpUCYS • COMPIOP A'M �i 51 r 000, 000 POLICY r': 1 for AUTOMOMIkC LWO TY I I I COMBINED SINGLt LIMIT 9 ..i I (FA PGdgDA+7 ANYAU-0 j I —� BI BOOILY INJURY (Par pwonl I ALL ONlNf�AUTO& P EDA F BODILYWJURY(PerxclOent)I8a"Cn/RCUL6D AUTOSPROPERTYDAMA09HIREDAUTOS IT r (Pa7 vend t) NON -OWNED AUTOS MCG, H, Ci Ot'lley s 9 VMBRELLA UAB OCCUR ACN OC.UI:acNCG fS ESCEea Lyta CLAIM S.)MDE I AGBQEGATE I $ I WORKaRD COMPLISATION ' SAC 9TATU• OTt!- AIM UVLDYS' LIABIL?rY ER ANY PRCPR1FT0PFPAIt•NERtE.[ECLMVE. jDKG'/M : exMUCEO? N1Ai l 18.1, EACH ACCIDENT S E.L.DIAn EA yLIM17 IgC9W6MauE� �0Y3,tdPYIONOFOp OuC TI S6�bu I A tBuilding NC972768 12/2010 � /12/2011 Limit $100roo0 OE�CRIPTIDN OP ePERATtONR 1 LOCATIDNa (VENlClP9 {Attach ACDRO tei, AdSltlanal Re�rkn Sol,advh, I/moro ODace ra sequtrod) Th- City, ita officprn' elected or appo;Lti'r-ed officials,-uw.Loyeea, agents, -,v)d volunteer- Awe to ba Covered a6 additi.onal ineuredE by gaParate attaCheel endoraement(a) sfC renpecte araEiOg Out Of action performed by or an behalf of the contractor, ptamises owned, occupied or used bX the contractor. CERTIFICATE HOLDER CANCELLATIUN SMOULDANY OY THt oBOVF-0 8ED"FOL•Iogs BE CGLLr.D S6F0 City et Rnntington A�nah 711E EXI`1ttA 1 ION bA7E �H!`RE3 N IC8 WILL Bb 1 LIVERED IN 2000 Main etzaet /1UTICRISiD RE PREBENTA Vf,, itynL_rgtan neacb, CA 92.G-49 A I" -1t10S A(MILD CORPORATION, All rights teso►vod. ACORD 26 (20091091 Tits ACORD nftme and logo are registet*0 marks of ACORD PiDduaotlUelnB fonn:6o:: PNi; CefAYam. www.Fot[tr..9P:mrArtr, (enprcxslve PuWisftinKBODdCMt� 03/24/2010 13:24 818264e699 BRILLIANT INS PAGE 03/03 POLICY NUMBER: NC972768 COMMERCIAI, GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED o SCHEDULED OPERATIONS OR PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organixation(s): City of HUP.t_,ngtorn .Beach 2000 Main Street, Huntington Beach, CA 92648 Location(s) of Covered Operations or Premises, Description of Work Performed for the Additional Insured: The City, its officers, elected or appointed officials, employees. agents, and volunteers are to be covered as additional insureds by separate attached endorsoment(s) as respect arising out of action performed by or an behalf of the contractor, premises owned, occupied or used by the contractor_ A. Section It -Who Is An Insured Is amended to include as an additional insured the person(s) or organization(s) shown In the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations for the additional insured at the location(s) designated above; or 2. In connection with your premises owned by or rented to you; but only for occurrences or coverages not otherwise excluded in the policy to which this endorsement applies. B. With respect to the insurance afforded to the additional insured, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after; 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the location -of the covered operations has been completed; or 2. That portion of "your work" put of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. All other terms and conditions of this policy remain unchanged. L804 (06/07) Includes copydghl.od material of Insuronco Services Office, Inc.. wllh Itc pprmi S9lon. City ®f Huntington Beach 2000 Main Street • Huntington Beach, CA 92648 OFFICE OF THE CITY CLERIC JOAN L. FLYNN CITY CLERK April 8, 2010 Huntington Beach Marketing and Visitors Bureau 301 Main Street, Ste. 208 Huntington Beach, CA 92648 Attn: Margie Bunten Dear Ms. Bunten: Enclosed for your records a copy of the Amended and Restated Grant Agreement between the City of Huntington Beach and Huntington Beach Marketing and Visitors Bureau for Public Relations Services. Sincerely, JF:pe Enclosure G:fo11owup:a,-rmt1tr Sister Cities: Anjo, Japan o Waitakere, New Zealand 1 Telephone: 714-536-5227 ) S. . -cew/7 - � "�' °' ' F 1 .� Council/Agency Meeting Held: r1 5• 29 Deferred/Continued to: CgefApproved ❑ Conditionally Approved ❑ Derwed ( � 2 � 7"City Clerk's Signat Council Meeting Date: 9/18/2006 Department ID Number: ED 06-38 CITY OF HUNTINGTON BEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORAB�L�EE MAYOR CITY C NCIL MEMBERS SUBMITTED BY: PEN OP`E C�'ULBRE H GRAFT, PA, CITY ADMINISTRATOR PREPARED BY: STANLEY SMALEWITZ, DIRECTOR OF ECONOMIC DEVELOPMENT 5;�Q4 SUBJECT: Approve Five Year Grant Agreement Between the City of Huntington Beach and the Huntington Beach Conference and Visitors Bureau Beginning October 1, 2006 Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: On May 15, 2006 the City Council approved a five (5) year grant agreement with the Huntington Beach Conference and Visitors Bureau with funding set at ten percent (10%) of the Transient Occupancy Tax (TOT) collections each month beginning October 1, 2006. Funding Source: Funding for the Grant Agreement is included in the proposed budget for fiscal year 2006-07, Account No. 10080101.74020 Recommended Action: Motion to: Approve and authorize execution by the Mayor and City Clerk of the attached five year Grant Agreement between the City of Huntington Beach and the Huntington Beach Conference and Visitors Bureau for 10% of the TOT revenues, beginning October 1, 2006. Alternative Action(s): Do not approve the Grant Agreement and direct staff accordingly. Analysis: The Huntington Beach Conference and Visitors Bureau (HBCVB) was formed in November 1989 to represent the community in the solicitation of leisure travelers, tour groups and conferences. Over the years, the HBCVB has developed annual Huntington Beach Visitors Guides, meeting planners' kits, multi-lingual brochures, a website, and numerous other marketing materials to further the goals of the City relating to conferences and tourism. During the current 2005-06 fiscal year, the Bureau was able to complete the following: • Development of four specialty press kits for birders/naturalists, families, seniors and couples • Launch of the new filming venue website "www.fiImhuntingtonbeach. com" • Marketing with Surfing America to host the '06 Junior World Games and '07 World Games REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 9/18/2006 DEPARTMENT ID NUMBER: ED 06-38 • Printing a new Dining Guide in a marketing alliance with the H B Restaurant Association • A full -page co-op ad in the California Visitors Guide • A 76-page color Huntington Beach Visitors Guide with 150,000 copies distributed • The most comprehensive special events calendar at "www.surfcityevents.com" • Management of a comprehensive digital photo library of 1,000+ images • Operation of a weekday Visitor Center responding to more than 1,300 walk-in visitors; 1,500 telephone calls from out of town potential visitors; 900 requests from local residents; and 800 e-mail requests for information annually Through this five year Grant Agreement, the HBCVB anticipates that new funding will allow it to continue and expand the programs previously outlined as well as accomplish the following objectives: Expanded operations of a new Pier Plaza Visitor Center Completion of a local arts and community project for residents overnight visitors Printing of Downtown Guide in an alliance with the Downtown Merchants Association The attached Grant Agreement requires either party to give (1) one year written notice to terminate said agreement without cause, and includes language that automatically extends the agreement in (1) one year increments each October subsequent to the completion of the initial (5) five year period. On August 5, 2002, at the request of the City's hotels and motels, the City formed a Hotel/Motel Business Improvement District (BID). Through this BID, an additional 1 % levy is assessed on all overnight stays in Huntington Beach and given to the HBCVB. The 1 % BID levy generates the same amount each year as this Grant Agreement for 10% of the TOT; and each will generate an estimated $580,000 for the fiscal year 2006-07, increasing each year as the local hotels also increase their business through better and coordinated marketing. The BID funds, coordinated with the monies provided by the City in the attached Grant Agreement, will allow the HBCVB to increase its advertising, marketing and public relations of Huntington Beach as a year-round, overnight destination. Environmental Status: Not Applicable Attachment(s): -2- 9/1/2006 11:40 AM ATTACHMENT 1 GRANT AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND THE HUNTINGTON BEACH CONFERENCE AND VISITORS BUREAU FOR PUBLIC RELATIONS SERVICES 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 HUNTINGTON BEACH CONFERENCE AND VISITORS BUREAU, a California non-profit corporation, hereinafter referred to as "GRANTEE." WHEREAS, CITY desires to grant funds to GRANTEE to perform promotional services, and provide a conference and visitors bureau in the City of Huntington Beach; and GRANTEE has agreed to accept such funds and to perform such services; NOW, THEREFORE, it is agreed by CITY and GRANTEE as follows: 1. GRANT OF FUNDS CITY hereby grants to GRANTEE a sum equivalent to ten percent (10%) of CITY'S Transient Occupancy Tax (TOT) collections each month, payable monthly, following collection of same. 2. PUBLIC PURPOSES LIMITATION/DURATION OF AGREEMENT All funds granted herein shall be used only for the promotion of the City of Huntington Beach, to attract visitors and convention business, to provide information to persons interested in doing business in the community, to represent CITY on related regional activities such as the Film Commission, to operate a conference and visitors bureau to benefit CITY, and to perform all services as set forth in the Scope of Services attached hereto as Exhibit "A" and incorporated by this reference as though fully set forth herein. 06-333/4145 1 In addition to the tasks identified in the Scope of Services (Exhibit A), GRANTEE shall perform the following tasks: • Attend the City Council's Downtown Economic Development Committee meetings. • Conduct status meetings with CITY'S Director of Economic Development no less than four (4) times per year as mutually agreed upon between the Director Economic Development and the President of GRANTEE. • Provide monthly written status reports to CITY'S Director of Economic Development. • Until no longer required by CITY'S Conflict of Interest Code, the Board and President shall annually complete Form 700 Statement of Economic Interest, and file the completed form with the City Clerk. 3. TERM; ANNUAL EXTENSION; TERMINATION This Agreement shall commence on October 1, 2006. The initial term of this Agreement is five (5) years. Commencing October 1, 2011, and on the 1st of October of each succeeding year thereafter, this Agreement shall be annually extended for a new one (1) year term. All work required hereunder shall be performed in a good and workmanlike manner. Either party may terminate this Agreement at any time without cause, upon one (1) year prior written notice to the other party. In the event of termination, all 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 GRANTEE. CITY reserves the right to terminate this Agreement for cause upon thirty (30) days written notice to GRANTEE, in the event the City Council determines, based upon substantial evidence, that : 06-333/4145 2 (a) GRANTEE has improperly expended funds provided by CITY pursuant to this Agreement; or (b) GRANTEE has materially failed to perform the services required of it pursuant to this Agreement; or (c) GRANTEE has filed, or has taken or committed any act preparatory to filing, a petition in bankruptcy or for receivership or reorganization under the Bankruptcy Act; or (d) GRANTEE has become insolvent or committed any act of insolvency. 4. RECORDS; CITY STAFF LIAISON GRANTEE shall maintain separate accounting records for all funds received from CITY under this Agreement. GRANTEE further agrees that all of its records, including those pertaining to funds received from CITY and all other funds received by GRANTEE, must be maintained in accordance with standard accounting procedures and principles. As part of this Agreement, GRANTEE 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. The GRANTEE agrees to fully cooperate in such audits. GRANTEE further agrees that within sixty (60) days after termination of this Agreement, GRANTEE 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 GRANTEE shall be kept available at GRANTEE'S office, or place of business for a period of not less than three (3) years after funds are granted to GRANTEE. GRANTEE shall make all of its records available to CITY during regular business hours for the purpose of auditing and shall furnish clerical 06-333/4145 3 assistance for this purpose to CITY'S auditor as required. GRANTEE shall furnish copies of all records to CITY on request. GRANTEE agrees to implement all recommendations made by CITY' S auditor, if any. In the event GRANTEE does not make its books and financial records available within the City of Huntington Beach, GRANTEE 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, GRANTEE acknowledges awareness of section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers compensation; GRANTEE covenants that it will comply with such provisions prior to commencing performance of the work hereunder. GRANTEE 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. GRANTEE shall require all subcontractors to provide such workers compensation insurance for all of the subcontractors' employees. GRANTEE shall furnish to CITY a certificate of waiver of subrogation under the terms of the workers compensation insurance and GRANTEE shall similarly require all subcontractors to waive subrogation. 6. INSURANCE In addition to the workers' compensation and employer's liability insurance and GRANTEE'S covenant to indemnify CITY, GRANTEE shall obtain and furnish to CITY, a 06-333/4145 4 policy of general public liability insurance, including motor vehicle coverage covering the activities to be funded by the Grant monies as set forth herein. This policy shall indemnify GRANTEE, 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 activities to be funded by the Grant monies as 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 to be funded by the Grant monies as 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 GRANTEE'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. 7. CERTIFICATES 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, GRANTEE 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 06-333/4145 5 3. shall promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of CITY. GRANTEE shall maintain the foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by CITY. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of CITY by GRANTEE 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. GRANTEE shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. GRANTEE shall provide a separate copy of the additional insured endorsement to each of GRANTEE'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 GRANTEE is, and shall be, acting at all times in the performance of the services of this Agreement as an independent contractor. GRANTEE 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 GRANTEE 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 06-333/4145 6 interest in this Agreement in violation of the applicable provisions of the California Government o 10. HOLD HARMLESS GRANTEE 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 GRANTEE'S (or GRANTEE'S subcontractors, of any) negligent performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by GRANTEE, 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. GRANTEE will conduct all defense at its sole cost and expense and CITY shall approve selection of GRANTEE'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 GRANTEE. 11. NON-DISCRIMINATION In the performance of this Agreement GRANTEE 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 06-333/4145 7 apply to proscribe discrimination in any program or activity funded in whole or in part with funds made available under this Agreement. 12. ASSIGNMENT AND SUBCONTRACTING This Agreement is a personal service contract and the supervisory work hereunder shall not be delegated by GRANTEE to any other person or entity without the consent of CITY. 13. COPYRIGHT/PATENTS CITY shall own all rights to any patent or copyright on any work, time or material produced as a result of this Agreement. 14. IMMIGRATION GRANTEE 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. 15. LEGAL SERVICES SUBCONTRACTING PROHIBITED GRANTEE 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. GRANTEE 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 GRANTEE. 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. 06-333/4145 8 17. ENTIRETY The foregoing sets forth the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers 200_ HUNTINGTON BEACH CONFERENCE AND VISITORS BUREAU, a California corporation: By: �`C u-� ks C - `ri2.4,43 print name ITS: (circle one) Chairman resident ice President AND By: print name ITS: (circle one) Secret ffice sst. Secretary - Treasurer REVIEWED AND APPROVED: ty Administrator CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California -7),Or� 'C'e� �- Mayor City Clerk APPROVED AS TO FORM: City Attorney'}141 1 t--.jQ" &9�45)A�� ITIATED AND APPROVED: Director of Economic Deve ment 06-333/4145 9 Scope of Services � EXHIBIT A Huntington Beach Conference and Visitors Bureau Scope of Services — FY06/07 QI Q2 Q3 Q4 ADMINISTRATION/EVENT INFORMATION/SPECIAL PROJECTS 1. Police every page of website hosted by FreeRun on weekly basis, report problems and get fixed X 2. Manage, book and administer quarterly Surf City USAO online sweepstakes X X 3. Distribute monthly Board packages, keep meeting minutes & make reminder calls monthly X X X X 4. Manage invitations, meeting space and food/beverage for all Board and Committee meetings X X X X 5. Maintain event planner database and website calendar via weekly calls; post photos and flyers X X X X 6. Develop HB Pipeline newsletter by 12/20, 3/20, 6/20, 9/20; post to City website and distribute X X X X 7. Manage and report ongoing resident & visitor email address acquisition and maintenance program X X X X 8. Manage in-house photo library and maintain photographer and model releases for each image X X X X ADVERTISING/INTERNET/PUBLICATIONS 1. Direct editorial, photography, layout and sales for 2007 Huntington Beach Visitors Guides X 2. Launch new website with hotel booking engine, meeting planners microwebsite X 3. Reprint upgraded lure brochure and fine tune rack distribution strategy X 4. Develop revised Downtown Guide in conjunction with the Downtown HB Business Assoc. X X 5. Launch and maintain photos in microwebsite online library; develop new professional images X X X 6. Develop and manage annual media plan & new creative treatments X X X 7. Develop Restaurant Guide in conjunction with HB Restaurant Association X X 8. Develop, organize and coordinate high visibility participation at Pow Wow on April 25, 2007 X X 9. Revise, update and refresh Bureau's five-year marketing plan X 10. Develop quarterly email direct mail for distribution with Travelocity link on 1/15, 3/15, 5/15, 9/15 X X X 11. Coordinate Surf City USAO Festival with Huntington Beach Arts Center for September/October X X X 12. Issue RFP, select vendor and publish 2008 Visitor Guide with higher quality and 175,000 circulation X X X 13. Enhance website with all new revitalized copy, new photography & on -going website optimization X X X 14. Manage Travelocity website presence; develop ongoing package promotions with major attractions X X X X 15. Hold monthly Marketing Committee meetings to review progress and programs X X X X 16. Maintain up-to-date film location module in partnership with OC Film Commission and City X X X X Page 1 Huntington Beach Conference and Visitors Bureau Scope of Services — FY06/07 QI Q2 Q3 Q4 BRAND DEVELOPMENT/BUREAU OVERSIGHT/COMMUNITY RELATIONS 1. Develop brand microwebsite section with brand story & licensee and consumer information X 2. Process and administer contracts with City including BID renewal and annual report X X 3. Develop revised brand story and new marketing collateral for licensees X 4. Revise, update and upgrade Surf City USA® Brand Style Guide X 5. Lead and manage staff on an on -going basis; provide formal written evaluations at year-end X X X X 6. Approve all Bureau publications, press releases, Internet communications, email direct mail, etc. X X X X 7. Develop monthly Board packages and email communications to keep Directors informed X X X X 8. Develop programs and content for monthly Board meetings and annual Retreat X X X X 9. Facilitate approvals for licensing contracts, product specifications, marketing materials, etc. X X X X 10. Monitor Surf City USA website mentions; police infringements & process affiliate agreements X X X X 11. Monitor all Surf City trademark applications and challenge conflicts with Surf City USA mark X X X X 12. Develop new classes of trademark registrations and perfect existing registered trademarks X X X X 13. Serve as advocate for tourism and Bureau representative at key functions and meetings X X X X FINANCIAL MANAGEMENT 1. Coordinate annual audit and file tax returns X 2. Process bimonthly payroll with ADP and distribute paychecks to staff X X X X 3. Process bimonthly check runs and purchase order updates: obtain check signatures X X X X 4. Review all check requests for documentation and budget conformity via P.O. system X X X X 5. Manage Bureau cash flow, investments, accounts payables and receivables X X X X 6. Reconcile and balance bank and investment accounts monthly (six total) X X X X 7. Create and distribute Bureau financial statements and special reports monthly X X X X PUBLICITY/PUBLIC RELATIONS 1. Develop program to educate residents about Bureau activities and importance of tourism X 2. Advocate adoption of new rules for major events to maximize media exposure X X Page 2 Huntington Beach Conference and Visitors Bureau Scope of Services — FY06/07 QI Q2 Q3 Q4 3. Develop plan to address consumer generated media on Internet user forums and blogs X 4. Work Media Room and appointment schedule during Pow Wow in Anaheim April 21-25 X 5. Host a familiarization tour for editors/writers serving naturalist/birder publications X 6. Host a familiarization tour for general travel media editors/writers X 7. Exhibit and work California Media Receptions in New York, LA and San Francisco X X X 8. Issue one pitch letter to priority media per week; follow up and write stories as appropriate X X X 9. Hold monthly Public Relations Committee meetings to review progress and programs X X X X 10. Issue electronic monthly clip report for tourism publicity with equivalent advertising value X X X X 11. Continuously update, revise and improve information for media microwebsite X X X X 12. Establish database of key media contacts; maintain contact records & report monthly X X X X 13. Develop rolling 3-month press release schedule; distribute two per month over wire services X X X X 14. Begin priority media outreach program over phone and in -person to establish relationships X X X X 15. Complete distribution of specialty press kits to DINK, family and senior media outlets X X X VISITOR CENTER 1. Replace existing wire racks and expand number of outlets for Visitor Guide distribution X 2. Recruit staff and operate Visitor Services kiosk at Pier Plaza (Memorial Day to Labor Day) X X 3. Begin architectural and construction plans for new Pier Plaza Visitor Center X X X 4. Operate Visitor Center for tourism -related phone calls, email and walk-ins (Mon. -Fri.) X X X X 5. Mail bimonthly checks to vendors and file invoices with backup X X X X 6. Distribute 150,000 Visitor Guides, 30,000 Dining Guides & Downtown Guides monthly X X X X 7. Distribute requests for accommodation information to lodgings for follow-up X X X X 8. Maintain all key statistics related to visitor center and Bureau marketing efforts X X X X 9. Compile master database of questions & answers asked by guests and arranged by subject X X X X 10. Manage finances for HB Restaurant Assn. and Downtown HB Business Assn. X X X X 11. Maintain stock of informational brochures in Visitor Center and seasonal kiosk X X X X 12. Manage facility & equipment maintenance and internal office supplies X X X X 13. Oversee mail house service; check all bills, inspect facilities; check up on work X X X X Page 3 CRC� DATE ACORD,. CERTIFICATE OF LIABILITY INSURANCE P4SC 08-17-2006 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION DESERT EMPIRE INS SERVICES INC/PHS ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES OAMEND, EXTEND OR 180760 P: (888)474-5987 F: (877)905-0457 ALTER THE COVERAGE A FORDED BY THEPOLICIESBE OW. PO BOX 33015 SAN ANTONIO TX 78265 INSURERS AFFORDING COVERAGE INSURED INSURER A: Hartford Casualty Ins Co HUNTINGTON BEACH CONFERENCE & VISITORS INSURERB: BUREAU INSURER C: 301 MAIN ST . S TE 208 INSURER D: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF INSURANCE PoUCY NUMBER POLICY EFFECTIVE DATED Y POLICY EXPIRATION DATE M D Y OMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR X Business Liab 72 SBA AH3 0 6 4 11 / 01 / 0 5 11 / 01 / 0 6 EACH OCCURRENCE s2,000,000 FIRE DAMAGE (Any one tire) $ 3 0 O 1 O 0 0 MED EXP (Any one person) $10 0 0 0 PERSONAL&ADVINJURY s2,000,000 GENERAL AGGREGATE s4,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRC X LOC POLICY JE PRODUCTS - COMP/OP AGG s4,000,000 AUTOMOBRE [/ABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS APPROVED AS TOr�FORM JENNIFER MCGRAL i1 � City !'I`LLOTW COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ OARAGEGAB/CITY ANY AUTO By Paul DYA1euAnc6 Assistant City Attomay / (� 7j ( OO (, V- JA10 , AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESS LIAB/L/TY OCCUR CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE - $ 8 $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC STATU- I OTH- TORUIM E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER DESCRIPTION OF OPERATIONS/LOCH TIONSIVEHICLES11EXCLUS/ONS ADDED BY END PROVISIONS Those usual to the Insured's Operations. City of Huntington Beach, it's agent's, officers and employees are additional insured per the Business Liability Coverage Form SS0008, attached to this policy. )+Lill 111VnIL SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL City Of Huntington Beach 30 DAYS WRITTEN NOTICE 00 DAYS FOR NON-PAYMENT) TO THE CERTIFICATE Attn : Jim Lamb HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR 2000 Main St. REPRESENTATIVES. Huntington Beach, CA 92648 1 AUTHORIZED REPRESENTATIVE ACORD 25-S (7/97) 0 ACORD CORPORATION 1988 POLICY NUMBER: 72 SBA AH3064 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PERSON -ORGANIZATION THE CITY OF HUNTINGTON BEACH ITS AGENTS, OFFICERS AND EMPLOYEES 301 MAIN ST STE 208 HUNTINGTON BEACH, CA 92648 Form IH 12 00 1185 T SEQ. NO. 002 Printed in U.S.A. Page 001 Process Date: 01/26/06 Expiration Date: 11/01/06 UW COPY POLICYHOLDER COPY SG STATE P.O. BOX 420807, SAN FRANCISCO,CA 94142.-0807 COMPENSATION INSURANCE FUND CERTIFICATE OF WORKERS' COMPENSATION INSURANCE ISSUE DATE: 01-01-2006 GROUP: 000562 POLICY NUMBER: 0000924-2005 CERTIFICATE ID: 3 CERTIFICATE EXPIRES:01-01-2007 01-01-2006/01-01-2007 CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH CA 92648 SG This is to certify that we have issued a valid Workers' Compensation insurance policy in a form approved by the California Insurance Commissioner to the employer named below for the policy period indicated. This policy is not subject to cancellation by the Fund except upon30 days advance written notice to the employer. We will also give you 30 days advance notice should this policy be cancelled prior to its normal expiration. This certificate of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policy listed herein. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate of insurance may be issued or to which it may pertain, the insurance afforded by the policy described herein is subject to all the terms, exclusions, and conditions, of such policy. THORIZED REPRESENTATI PRESIDENT EMPLOYER'S LIABILITY LIMIT INCLUDING DEFENSE COSTS: $1,000,000 PER OCCURRENCE. ENDORSEMENT #2065 ENTITLED CERTIFICATE HOLDERS' NOTICE EFFECTIVE 01-01-2006 IS ATTACHED TO AND FORMS A PART OF THIS POLICY. EMPLOYER HUNTINGTON BEACH CONFERENCE AND VISITORS BUREAU (A NON-PROFIT CORP.) 301 MAIN ST STE 208 HUNTINGTON BEACH CA 92648 SG [JLS,CNI M0411 IREV.2-05► PRINTED : 04-24-2006 su _ INSURANCE AND INDEMNIFICATION WAIVER MODIFICATION REQUEST 1. Requested by: Jim Lamb, Economic Development 2. Date: August 29, 2006 3. Name of contractor/permittee: Conference and Visitors Bureau 4. Description of work to be performed: Market City for new Conferences and Visitors 5. Value and length of contract: 10% of City's TOT annually for 5 years (approx. $3-4M) 6. Waiver/modification request: Cancellation clause wording/general liability insurance 7. Reason for request and why it should be granted: Unable to comply with the city's cancellation clause wording insurance requirement 8. Identify the risks to the City in approving this waiver/modification: None Department dead Signature Date: RCA ROUTING SHEET INITIATING DEPARTMENT: Economic Development SUBJECT: Approve 5-year Agreement with C & VB COUNCIL MEETING DATE: September 18, 2006 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attorney) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Not Applicable ❑ Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Attachedt Applicable Staff Report (If applicable) Attached ❑ Not Applicable Commission, Board or Committee Report (If applicable) Attached ❑ Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLANATION FOR MISSING ATTACHMENTS REVIEWED RETURNED FORWARDED Administrative Staff Deputy City Administrator Initial City Administrator Initial City Clerk ( ) RCA Author: j. Iamb, x 5186 CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK October 2, 2006 Huntington Beach Conference and Visitors Bureau 301 Main Street - #208 Huntington Beach, CA 92648-5171 Attn: Doug Traub Dear Mr. Traub: CALIFORNIA 92648 Enclosed for your records is a copy of the Grant Agreement between the City of Huntington Beach and The Huntington Beach Conference and Visitors Bureau for Public Relations Services. Sincerely, IF ity Clerk JF:pe Enclosure: Agreement G:followup:agrmtltr ( Telephone: 714-536-5227 )