Local Entertainment Market Research for the City of Lancaster

CITY OF LANCASTER, CA RFP NO. 788-23 LOCAL ENTERTAINMENT MARKET RESEARCH FOR THE CITY OF LANCASTER SUBMISSION DEADLINE March 30, 2023 BY 2:00 P.M. (13:59:59– ACCORDING TO THE CITY’S OFFICIAL PROPOSAL CLOCK) SUBMIT TO: OFFICE OF THE CITY CLERK LANCASTER CITY HALL “RFP 788-23 Local Entertainment Market Research for the City of Lancaster” 44933 FERN AVENUE LANCASTER, CA 93534 For questions concerning this RFP contact by email only: Purchasing Department bidinquiries@cityoflancasterca.gov mailto:bidinquiries@cityoflancasterca.org 2 REQUEST FOR PROPOSALS (RFP) FOR LOCAL ENTERTAINMENT MARKET RESEARCH FOR THE CITY OF LANCASTER INTRODUCTION The City of Lancaster (City) is a charter City incorporated in 1977. The City is governed by a five-member City Council whose members are elected at large and operate under a Council/City Manager form of

government. The City serves as the northern boundary of Los Angeles County, with Kern County to the north. The City is the largest City in the Antelope Valley, with a population of 160,000 across 94 square miles. The City of Lancaster, California, is soliciting requests for proposals from qualified consultants/firms to analyze and make recommendations to expand entertainment options within the City. The City currently provides special events, sport tournament games, dining, and shopping to attract tourism. This RFP includes evaluating and analyzing current special events and providing entertainment recommendations for the City of Lancaster, CA - including a recommendation for entertainment offerings at the Lancaster Municipal Stadium (formally Jethawks Stadium), also known as The Hangar. The Antelope Valley has a desert landscape but a seasonal climate. Residents and visitors can enjoy several activities within a 100-mile radius of the city, such as the beach, mountains, numerous hiking trails, amusement parks, historical and natural history sites, theaters and museums, and professional and amateur sporting events. The aerospace industry is beginning to boom again in the Antelope Valley. With Edwards Air Force Base becoming the “center of the aerospace testing universe”, this is a major industry in the area. In addition, the City is incorporating many Smart City features, bringing technology to the forefront of our growth and sustainability as a community. At this time, the City is seeking qualified consultants with experience in market research who can make entertainment recommendations that capture the spirit of its residents, businesses, recreation, industry, and visitors. This RFP contains the information and documents necessary to prepare and submit a responsive proposal. Proposers are responsible for complying with all requirements identified herein. By submitting a finished proposal packet, the Proposer represents that it has thoroughly examined and become familiar with the work required within this proposal and that it is capable of supplying a product to achieve the City’s objectives. Requests for modifications to the submitted proposal packet on the grounds that the Proposer was not fully informed as to any fact or condition will not be allowed. The City reserves the right to accept or reject any Proposal, or portions thereof, or to waive any informalities or irregularities within the proposals. SCOPE OF SERVICES The City of Lancaster, CA wishes to contract with an experienced and qualified consultant/firm to evaluate current special events and the type of entertainment lacking within the City. Scope of Services is outlined in Exhibit “A”. 3 INSTRUCTIONS TO VENDORS PROPOSAL FORMAT AND CONTENT Proposals shall adhere to the following format for organization and content. Responses should emphasize the Vendor’s demonstrated ability to perform work of this type. Emphasis should be concentrated on completeness and clarity of content. Proposals (an original and four copies) shall not exceed 10 double-sided pages or 20 single-sided pages (does not include work samples) and must be typed and arranged/divided in the following sequence to facilitate evaluation: 1. Cover Letter: A cover letter, not to exceed three pages in length, should summarize key elements of the Proposal. An individual authorized to bind the Contractor must sign the letter. Indicate the address and telephone number of the contractor’s office located nearest to Lancaster, California, and the office from which the project will be managed. Include proposed working relationships among the offering agency and subcontractors, if applicable. 2. Background and Project Summary Section: The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Services, “Exhibit A” of this RFP. 3. Method of Approach: Provide a detailed description of the approach and methodology that will be used to fulfill each requirement listed in the Scope of Work of this RFP. The section should include: a. An implementation plan that describes in detail (i) the methods, including controls by which your firm manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work. b. Detailed description of efforts your firm will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Services" section. c. Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion. d. Detailed description of specific tasks you will require from City staff. Explain what the respective roles of City staff and your staff would be to complete the tasks specified in the Scope of Work. e. Proposers are encouraged to provide additional innovative and/or creative approaches for providing the service that will maximize efficient, safe, and cost- effective operations or increased performance capabilities. 4 4. Qualifications & Experience of the Firm: Describe the qualifications and experience of the organization or entity performing services/projects within the past three years that are similar in size and scope to demonstrate competence to perform these services. Information shall include: a. How many years have you been in business under your present business name? b. Provide a list of current and previous contracts similar to the requirements for Lancaster, including all public agencies served (if any). For each, provide a brief description of the scope of work performed, the length of time you have been providing services, and the name, title, and telephone number of the person who may be contacted regarding your organization’s service record. c. Submit a description of the organization’s qualifications, experience and abilities that make it uniquely capable to provide the services specified in the Scope of Services. d. The City of Lancaster is interested in knowing how Proposers support the communities that they serve. Please provide information on your organization’s participation in local community, charitable and civic organizations and events. Any public entity which submits a Proposal should describe in detail how it currently performs services like those identified in the Scope of Services within its or other jurisdictions, including photographs, written policies and/or video of services provided. If you have performed these services under contract for another public entity, please provide references for those entities as set forth above for private Proposers. 5. Financial Capacity: The City is concerned about bidders’ financial capability to perform, therefore, may ask you to provide sufficient data to allow an evaluation of the firm's financial capabilities. Please acknowledge that you have been notified that you may be asked to provide this data. 6. Key Personnel: It is essential that the Proposer provide adequate experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this contract. The Proposer must agree to assign specific individuals to the key positions. a. Identify the members of the staff who would be assigned to act for Proposer’s firm in key management and filed positions providing the services described in the Proposal, and the functions to be performed by each. b. Include resumes or curriculum vitae of each such staff member, including name, position, telephone number, email address, education, and years and type of experience. Describe for each such person, the relevant transactions on which they have worked. 7. Cost Proposal: Provide a fee schedule/pricing information for the project as referenced in the attached in Exhibit B. Proposals shall be valid for a minimum of 180 days following submission. 8. Exceptions to Professional Services Agreement: The Proposer shall list any exceptions to the Professional Services Agreement/insurance requirements (Exhibit C – Sample Agreement). 9. Signature Sheet: Complete the included Signature Sheet and include it with the Proposal submission. 5 EVALUATION OF PROPOSALS A committee of at least three staff shall evaluate all Proposals. Proposals will be evaluated and scored on the following criteria: ● Qualifications of proposer and ability to meet deadlines (25 points) ● Demonstrated successful experience with similar projects (35 points) ● Cost proposal (15 points) ● Method of Approach (25 points) The most highly qualified Vendor shall then enter into negotiations with the City to formalize the Agreement and Compensation. If the City is unable to obtain a fair and reasonable price, or cannot reach an agreement regarding the terms and compensation, then the City will end negotiations with that Vendor. QUESTIONS REGARDING THIS RFP Any questions or requests for interpretation or clarification, either administrative or technical, about this RFP must be submitted via email to bidinquiries@cityoflancasterca.gov prior to 2pm on March 23, 2023. The subject line should be “Questions – RFP 788-23.” Oral statements concerning the meaning or intent of the contents of this RFP by any person is unauthorized and invalid. The City will not be responsible for any other explanation or interpretation of the RFP, or for any oral instructions. Any contact with City personnel other than identified above regarding this RFP may disqualify a Vendor. CLARIFICATION STATEMENTS For clarification purposes, the words “Contractor”; “Consultant”; “Vendor”; “Supplier”; “Company”; “Proposer” and “Bidder” shall be read to be one and the same. The words “Contract” and “Agreement” shall be read to be one and the same. The words “Bid”; “Quote”; and “Proposal” shall be read to be one and the same. “City of Lancaster” and “City” shall be read to be one and the same. “Request for Proposal” and “RFP” shall be read to be one and the same. NO CONTACT POLICY After the date and time established for receipt of proposals by the City, any contact initiated by any Vendor with any City representative, other than the representative listed herein, concerning this Request for Proposals is prohibited. Any such unauthorized contact may cause the disqualification of the Vendor from this procurement transaction. PROPRIETARY MATERIAL Be advised that all information contained in proposals submitted in response to this solicitation may be subject to the California Public Records Act (Government Code §6250 et. seq.), and information’s use and disclosure are governed by this Act. Any information deemed confidential or proprietary should be clearly identified as such. It may then be protected and treated with confidentiality only to the extent permitted by state law. mailto:bidinquiries@cityoflancasterca.gov 6 COMPLETION OF PROPOSAL Proposals shall be completed in all respects as required by this RFP. A proposal may be rejected if conditional or incomplete, or if it contains any alterations or other irregularities of any kind, and will be rejected if any such defect or irregularity can materially affect the quality of the proposal. Proposals which contain false or misleading statements may be rejected. If, in the opinion of the City’s selection committee, such information was intended to mislead the City in its evaluation of the Proposal, and the attribute, condition, or capability is a requirement of this RFP, the Proposal will be rejected. Statements made by a Vendor shall also be without ambiguity, and with adequate elaboration, where necessary, for clear understanding. Unauthorized conditions, exemptions, limitations, or provisions attached to a Proposal will render it non-responsive and may cause its rejection. The Vendor, in responding to this RFP, must submit Proposals in the format identified in this RFP. The Proposal must address all requirements of the RFP even if a “no response” is appropriate. Costs for developing Proposals are entirely the responsibility of the Vendor and shall not be chargeable to the City. Only one Proposal is to be submitted by each Vendor. Multiple Proposals will result in rejection of all Proposals submitted by the Proposer. ERRORS AND OMISSIONS If, prior to the date fixed for submission of Proposals, a Vendor discovers any ambiguity, conflict, discrepancy, omission or other error in this RFP or any of its appendices or exhibits, Vendor shall immediately notify the City of such error in writing and request modification or clarification of the document. Modifications shall be made by written Addenda to the RFP. Interested Vendors may submit requests for clarifications in email or writing. The City will compile all requests and provide responses in written format to all Vendors who have furnished or requested an RFP. If Vendor fails to notify the City, prior to the date fixed for the submission of Proposals, of an error in the RFP known to the Vendor, or an error that reasonably should have been known to the Vendor, Vendor shall submit its Proposal at his/her own risk, and if Vendor is awarded a Contract, Vendor shall not be entitled to additional compensation or time by reason of the error or its later correction. ADDENDA TO PROPOSAL The City may modify the RFP, any of its key actions, dates, or any of its attachments, prior to the date fixed for submission of Proposals by issuance of an Addendum to potential Vendors. Such Addendum shall also be posted on the City’s website. Vendor shall acknowledge receipt of all Addenda in their Proposal. Any Addenda issued during the time for submission of proposals will be made part of the Agreement. Vendor shall be responsible for ensuring all addenda are included in its response. EXECUTION OF PROPOSAL The full name, business address, zip code, and business telephone number (with area code) of individual, partnership, joint venture, or corporation submitting a Proposal shall be typewritten on the Proposal. The 7 Vendor shall ensure that the Proposal is signed by an authorized signatory. No stamped or facsimile signatures will be accepted. WITHDRAWAL OF PROPOSAL A Proposal may be withdrawn after its submission by written or facsimile request signed by the Vendor or authorized representative prior to the time and date specified for Proposal submission. Proposals may be withdrawn and resubmitted in the same manner if done so before the Proposal submission deadline. Withdrawal or modification offered in any other manner will not be considered. PROPOSALS BECOME THE PROPERTY OF THE CITY Proposals become the property of the City and information contained therein shall become public documents subject to disclosure laws after the contract is awarded. (Government Code Section 6250 et seq.). The City reserves the right to make use of any information or idea contained in the Proposal. Vendors must notify the City in advance of any proprietary or confidential materials contained in the Proposal and provide justification for not making such material public. The City will have the sole discretion to disclose or not disclose such material subject to state law. All materials, ideas and formats submitted in response to this RFP will become the property of the City upon receipt. REJECTION OF PROPOSALS The City may reject any and all Proposals and may waive any immaterial deviation in a Proposal. The City’s waiver of an immaterial defect shall in no way modify this RFP or excuse the Vendor from full compliance with this RFP and/or Contract documents if awarded the Contract. Proposals that include terms and conditions other than the City’s terms and conditions may be rejected as non-responsive. The City may make investigations as deemed necessary to determine the ability of the Vendor to perform, and the Vendor shall furnish to the City all such information and data for that purpose as requested by the City. The City reserves the right to reject any Proposal if the evidence submitted by, or investigation of, such Vendor fails to satisfy the City that the Vendor is properly qualified to carry out the obligations of the Agreement and to complete the work described therein. AWARD OF CONTRACT The City reserves the right to modify the Award of Contract or rejection date as best meets the needs of the City. The City reserves the right to reject any or all Proposals in response to this RFP in the best interest of the City. The City further reserves the right to waive any informalities or irregularities in the Proposals. The City shall not be liable for any cost incurred in connection with the preparation and submission of any Proposal. Award, if any, will be to the Vendor whose Proposal best complies with the requirements of this RFP. The City reserves the right to award the Contract as complete, or any part thereof, including any and all schedules, locations, additive alternatives, or extra work. The City reserves the right to award the contract to multiple Proposers should it be deemed in the best interest of the City. 8 CONTRACT TERM The total term of the Agreement shall be for one year. The Agreement may extend for additional 1-year terms upon mutual agreement in writing by both parties. Pricing shall remain firm for the initial contract term. Should the option to renew for additional terms be exercised, the City and the Vendor may negotiate any and all pricing increases and term length. Any decrease in costs to Vendor shall be passed through to the City. CONTRACT DOCUMENTS - PRECEDENCE In submitting a Proposal, the Vendor agrees to enter into an Agreement with the City. In the event of a conflict existing between documents, the following order of precedence shall apply: ● Agreement ● City’s Request for Proposals and Addenda, if any ● Vendor’s Response to the Request for Proposals EXECUTION OF AGREEMENT After notification of intent to award Contract, the following Contract documents shall be signed within ten (10) business days from the date the City mails, or by other means, delivers said documents to the Vendor. A. The Agreement in the form agreeable to both parties, properly executed by the Vendor. B. Properly executed policies or Certificates of Insurance, including an Additional Insured Endorsement for each policy in accordance with the Insurance Requirements, Exhibit D. No Agreement shall be binding upon the City until all documents are fully executed by the Vendor and the City. FAILURE TO EXECUTE THE AGREEMENT Failure to execute the Agreement and furnish the required insurance, within the required time period shall be just cause for the recession of the award. If the successful Vendor refuses or fails to execute the Agreement, the City may award the Agreement to the next qualified Vendor. CANCELLATION The City reserves the right to cancel this RFP at any time should it be deemed to be in the best interest of the City. No obligation either expressed or implied exists on the part of the City to make an award based on the submission of any Proposal. ADMINISTRATIVE CONTACTS Any questions regarding contractual terms and conditions, proposal format, Exhibit A - Scope of Services, Exhibit B- Cost Proposal, or Exhibit C- Sample Agreement shall be directed to: bidinquiries@cityoflancasterca.gov mailto:bidinquiries@cityoflancasterca. 9 DUE DATES All Proposals (an original and four copies) are due by 2:00 (13:59:59) P.M. on March 30, 2023. Any Proposal or samples received at the designated location after the required time and date specified for receipt shall be considered late and non-responsive. Proposals and packages containing product samples must be clearly marked on the outside with the name of the Vendor and RFP title. It is the responsibility of the Proposer to ensure that the Proposal is delivered to the place and by the time specified in this RFP. Email and facsimile responses will not be considered. Any late Proposals shall be returned unopened, to the Vendor. SCHEDULE OF EVENTS The City reserves the right to modify the content or schedule of these events at any time, for any reason. Event Date RFP Distribution March 2, 2023 Last Day to Submit Questions 2:00 P.M., March 23, 2023 Addendum (Responses to Questions) Issued March 24, 2023 Proposal Due Date 2:00 P.M., March 30, 2023 Proposal Evaluation by Committee March 31 – April 11, 2023 Tentative Selection Tentatively, April 12, 2023 Expected Contract Awarded by City Council (If Needed) Tentatively April 25, 2023 10 SIGNATURE SHEET My signature certifies that the proposal as submitted complies with all terms and conditions as set forth in RFP No. 788-23. My signature certifies that this firm has no business or personal relationships with any other companies or person that could be considered a conflict of interest, or potential conflict of interest to the City of Lancaster, pertaining to any and all work or services to be performed as a result of this request and any resulting Contract with the City. The Vendor hereby certifies that it has: • Read each and every clause of this RFP and addenda, including Addendum # ___________. • Included all costs necessary to complete the specified work in its proposed prices. • Agreed that if it is awarded the Contract, it will make no claim against the City based upon misunderstanding of any provision of the Agreement. Should conditions turn out otherwise than anticipated by it, the Vendor agrees to assume all risks incident thereto. I hereby certify that I am authorized to sign as a Representative for the Firm: Name of Firm: ___________________________________________________________________________ Address: ___________________________________________________________________________ Fed ID No: ___________________________ DIR # (if applicable): ___________________________ Name (print): ___________________________________________________________________________ Name (sign): ___________________________________________________________________________ Title: _________________________________________________________________________________ Telephone: ___________________________ Fax: _______________________________________ Email: _________________________________ Date: _______________________________________ *To receive consideration for award, this signature sheet must be returned with the Proposal.* 11 EXHIBIT “A” SCOPE OF SERVICES The City is seeking consultants with demonstrated experience in entertainment market research for government entities, including recommendations for new offerings, discovery, focus groups, marketing, identifying target audiences, and social change. Entertainment and leisure activity recommendations must include research focusing on residents, local leaders, stakeholders, and the surrounding community. Focus groups may be used. Research should build on existing special events and offerings. Analysis of the city’s current leisure activities should feed into comprehensive and compelling recommendations for entertainment. Community feedback is expected with final reports on findings. Task 1 – Research Provide a comprehensive strategic plan detailing: 1. A preliminary analysis of current entertainment offerings, including recommendations to improve current entertainment offerings. 2. Review fiscal resources, including an estimate for recommended offerings 3. Analysis of community needs, desires, expectations, and support Qualifications: Consultant must have demonstrated experience in strategic planning in entertainment offerings Task 2 – Market Research: Local Entertainment Recommendations Market Research must include, but is not limited to: 1. Strategic plan 2. Identified target audience, including supporting research 3. Economic Impact 4. Comprehensive list of recommendations and pricing estimates 5. Plan for community involvement 6. Considerations for future growth Qualifications: Consultant must have extensive experience in marketing research. Task 3 – User Testing Prior to approving the final document, user feedback will need to be conducted. Residents, community members, visitors, stakeholders, and local leaders will need to be interviewed before final recommendations. The analysis will need to be provided as results become available. Qualifications: Consultant must have demonstrated experience in user feedback. 12 EXHIBIT "B" Cost Proposal Task Description Price A. Research $ B. Market Research $ C. User Testing $ TOTAL $ Additional Fees $ All originals of plans, field notes, data and calculations, reports, electronic files, etc., will be turned over to the City upon completion of work. 13 EXHIBIT "C" SAMPLE AGREEMENT AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (this “AGREEMENT”) is made and entered into this day of , 20 , by and between the CITY OF LANCASTER, a municipal corporation and charter city (the “OWNER”), and (the “VENDOR”). RECITALS WHEREAS, OWNER desires to engage VENDOR to perform certain services, as provided herein, identified as: RFP 788-23 Local Entertainment Market Research for the City of Lancaster NOW, THEREFORE, the parties agree as follows: 1. Parties. The parties to this AGREEMENT are: A. OWNER: City of Lancaster. B. VENDOR: (company name) 2. Notices. All written notices required by or related to this AGREEMENT shall be sent by Certified Mail, Return Receipt Requested, postage prepaid and addressed as listed below. Neither party to this AGREEMENT shall refuse to accept such mail; parties to this AGREEMENT shall promptly inform the other party of any changes of address. All notices required by this AGREEMENT are effective on the day of receipt, unless otherwise indicated herein. OWNER City of Lancaster Attn: Alexus Merino 44933 North Fern Avenue Lancaster, California 93534 VENDOR (Name, Title) (Company name) (address) (city, state zip) 3. Successors and Assigns. The terms hereof shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided, however, that no party hereto shall assign any of the 14 benefits and burdens hereunder, whether voluntarily or by operation of law, without prior written consent of the other party, and any such assignments without said consent shall be void. 4. Incorporation by Reference. The VENDOR’S Proposal is hereby incorporated in and made a part of this AGREEMENT. VENDOR agrees to comply with all of the requirements set forth therein. 5. Precedence of AGREEMENT Documents. If there is a conflict between AGREEMENT documents, the document highest in precedence shall control. The precedence shall be: First: This AGREEMENT Second: The RFP Third: The VENDOR’S Proposal 6. Description of Work. OWNER hereby engages VENDOR, and VENDOR accepts such engagement, to perform the technical and professional services set forth in the “Scope of Services” attached hereto as Exhibit “A”. VENDOR shall perform and complete, in a manner satisfactory to OWNER, all work and services set forth in Scope of Services. The Department Director his or her designee shall have the right to review and inspect the work during the course of its performance at such times as may be specified by the Department Director, or his or her designee. 7. Obligations of the OWNER. A. The total compensation to be paid by OWNER to VENDOR for all work and services described in Scope of Services is not to exceed $ . VENDOR’S fees and charges for the work and services performed shall in no event exceed those set forth in Exhibit “B” attached hereto and made a part hereof. B. No payment made hereunder by OWNER to VENDOR, other than the final payment, shall be construed as an acceptance by OWNER of any work or materials, nor as evidence of satisfactory performance by VENDOR of its obligations under this AGREEMENT. 8. Obligations of the VENDOR. A. VENDOR shall perform as required by this AGREEMENT. VENDOR also warrants on behalf of itself and all Subcontractors engaged for the performance of this AGREEMENT. B. VENDOR shall be responsible for payment of all employees' and Subcontractor's wages and benefits, and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security. 9. Audit. OWNER shall have the option of inspecting and/or auditing all records and other written materials used by VENDOR in preparing its statements to OWNER as a condition precedent to any payment to VENDOR. 10. Hold Harmless and Indemnification. VENDOR agrees to indemnify and hold harmless the OWNER, its elected officials, officers and employees, from and against any and all claims, losses, obligations, or liabilities whatsoever, including reasonable Attorney’s fees, incurred in or in any manner arising out of or related to VENDOR’S negligent or willful wrongful acts, errors or omissions, or those of its employees or agents. 15 VENDOR agrees to defend OWNER, its elected officials, officers, employees, and volunteers, from and against any and all claims arising from any alleged negligent or wrongful acts, errors or omissions on the part of VENDOR or on the part of its employees. 11. Amendments. Any amendment, modification, or variation from the terms of this AGREEMENT shall be in writing and shall be effective only upon mutual written approval by the Department Director and VENDOR. 12. Non-Discrimination and Equal Employment Opportunity. A. In the performance of this AGREEMENT, VENDOR shall not discriminate against any employee, Subcontractor, or applicant for employment because of race, color, religion, ancestry, sex, national origin, physical or mental disability or age. VENDOR will take affirmative action to ensure that Subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, religion, ancestry, sex, national origin, physical or mental disability or age. Affirmative action relating to employment shall include, but not be limited to the following: employment, upgrading, demotion or transfer; recruitment; layoff or termination; rates of pay or other forms of compensation; and selection for training including apprenticeship. B. The provisions of subsection A above shall be included in all solicitations or advertisements placed by or on behalf of VENDOR for personnel to perform any services under this AGREEMENT. OWNER shall have access to all documents, data and records of VENDOR and its Subcontractors for purposes of determining compliance with the equal employment opportunity and non-discrimination provisions of this Section. 13. Term; Effective Date. This AGREEMENT shall become effective and shall be in full force and effect upon the execution of the AGREEMENT by the CITY and the BROKER/FIRM. This AGREEMENT shall continue in full force and effect from _______ to _______ (a period of _____ months), unless the AGREEMENT is sooner terminated in accordance with the Termination clause in this AGREEMENT; and may be extended if the CITY and the BROKER/FIRM mutually agree in writing to extend the Term of this AGREEMENT. 14. Termination for Convenience. The OWNER may terminate this AGREEMENT at any time without cause by giving fifteen (15) days written notice to VENDOR of such termination and specifying the effective date thereof. OWNER shall pay any undisputed outstanding invoices within fifteen (15) days of termination. 15. Independent Vendor. VENDOR is an independent Vendor and shall have no power or authority to incur any debt, obligation or liability on behalf of the OWNER. It is expressly understood between the parties to this AGREEMENT that no employee/employer relationship is intended; VENDOR is an independent Vendor. 16. Insurance. A. The Consultant, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide: Commercial General Liability 16 Each Occurrence $1,000,000 Per Project General Aggregate $2,000,000 Including Products/Completed Operations; Contractual Liability/Independent Vendors; Property Damage (Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations) Commercial Automobile Liability Combined Single Limit per Accident for Bodily Injury and Property Damage $1,000,000 (Coverage shall be at least as broad as ISO form CA00 01) Workers Compensation As Required by the State of California Statutory Limits Employers’ Liability Each Accident $1,000,000 Bodily Injury by Disease $1,000,000 Each Employee $1,000,000 (A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies) Professional Liability Each Occurrence $1,000,000 General Aggregate $1,000,000 B. The Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability. C. Professional liability and/or cyber insurance written on a “claims made” basis must be renewed for a period of three (3) years after this contract expires or is terminated. Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Consultant for all claims made by 17 the City insured entities arising out of any acts or omissions of Consultant or its officers, employees, or agents during the time this Agreement was in effect. D. Any deductibles or self-insurance retentions must be declared and approved by the City. At the City’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. E. All insurance shall be primary and noncontributory as respects the City insured entities. Any insurance or self-insurance maintained by the City insured entities shall be in excess of the Consultant’s insurance and shall not contribute with it. F. Consultant shall furnish the City with Certificates of Insurance and with original endorsements affecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements: (1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, canceled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster. (2) List in the “Descriptions of Operations/Locations/Vehicles” section: “RFP 788-23 LOCAL ENTERTAINMENT MARKET RESEARCH FOR THE CITY OF LANCASTER” The City of Lancaster, its elected officials, officers, employees and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.” (3) List in the “Certificate Holder” section: The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534. 17. Commencement and Completion of Work. The execution of this AGREEMENT by the parties does not constitute an authorization to proceed. The services of VENDOR shall commence when the OWNER, acting by and through its Department Director or his or her designee, has issued the Work Order. VENDOR shall have no claim for compensation for any services or work which has not been authorized by the OWNER's Work Order. 18. Extension of Time for Completion of Work. A. If, at any time, the work is delayed due to suspension order by OWNER, or due to any other cause which, in the reasonable opinion of the OWNER, is unforeseeable and beyond the control and not attributable to the fault or negligence of VENDOR, then VENDOR shall be entitled to an extension of time equal to said delay, subject to the OWNER's right to terminate this AGREEMENT pursuant to Section 13. B. No extension of time requested or granted hereunder shall entitle VENDOR to additional compensation unless, as a consequence of such extension, additional work must be performed. In such event, 18 19. Data Provided to VENDOR. OWNER shall provide to VENDOR, without charge, all data, including reports, records, maps and other information, now in the OWNER's possession which may facilitate the timely performance of the work described in Scope of Services. 20. VENDOR's Warranties and Representations. VENDOR warrants and represents to OWNER as follows: A. VENDOR has not employed or retained any person or entity, other than a bona fide employee working exclusively for VENDOR, to solicit or obtain this AGREEMENT. B. VENDOR has not paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for VENDOR, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the execution of this AGREEMENT. Upon any breach or violation of this warranty, OWNER shall have the right, in its sole discretion, to terminate this AGREEMENT without further liability, or, in the alternative, to deduct from any sums payable hereunder the full amount or value of any such fee, commission, percentage or gift. C. VENDOR has no knowledge that any officer or employee of the OWNER has any interest, whether contractual, non-contractual, financial, proprietary, or otherwise, in this transaction or in the business of the VENDOR, and that if any such interest comes to the knowledge of VENDOR at any time, a complete written disclosure of such interest will be made to OWNER, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws. D. Upon the execution of this AGREEMENT, VENDOR has no interest, direct or indirect, in any transaction or business entity which would conflict with or in any manner hinder the performance of services and work required by this AGREEMENT, nor shall any such interest be acquired during the term of this AGREEMENT. 21. Resolution of Disputes. A. Disputes regarding the interpretation or application of any provisions of this AGREEMENT shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties. B. If the parties cannot resolve the dispute through good faith negotiations, either party may give Notice of Dispute to the other party. The Notice of Dispute shall state the nature of the dispute and the corrective action necessary to remedy the dispute. After Notice of Dispute, the parties shall first attempt to resolve any disputes by mediation. The parties shall agree on a single mediator. Mediation shall be conducted in Lancaster, California. Each party shall pay its own attorneys’ fees and the costs of mediation shall be split equally between the parties. If the dispute has not been resolved by mediation within 45 days after Notice of Dispute, or the parties are unable to agree to a mediator, within 15 days after Notice of Dispute, then, the dispute may, upon agreement of the parties, be resolved by binding arbitration. 19 C. If any action at law or in equity is brought to enforce or interpret any provisions of this AGREEMENT, the prevailing party in such action shall be entitled to reasonable attorney's fees, cost and necessary disbursements, in addition to such other relief as may be sought and awarded. 22. Exhibits. The following exhibits to which reference is made in this AGREEMENT are deemed incorporated herein in their entirety: Exhibit "A" Scope of Services Exhibit “B” Payment Clause 23. Governing Law. This AGREEMENT shall be governed by the laws of the State of California. 24. Effective Date. This AGREEMENT shall become effective as of the date set forth below on which the last of the parties, whether OWNER or VENDOR, executes this AGREEMENT. 20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and attested by their respective officers thereunto duly authorized. CITY OF LANCASTER LANCASTER, CALIFORNIA By: Jason Caudle, City Manager Dated: _________________________________ Company Name By: (Name, Title) Dated: ATTEST: Andrea Alexander, City Clerk APPROVED AS TO FORM: City Attorney