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HomeMy WebLinkAboutCalifornia Jr. Lifeguard Programs, Inc. - 2012-06-25LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CALIFORNIA JR. LIFEGUARD PROGRAMS, INC. FOR OPERATION OF A JUNIOR LIFEGUARD PROGRAM DAY CAMP IN SUNSET BEACH _,THIS LICENSE (the "License") is made and entered into effective Lt.Ai(_: 2012 by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("City") and CALIFORNIA JR. LIFEGUARD PROGRAMS, INC. a California corporation (hereinafter "Licensee") for the purpose herein specified upon the terms and conditions set forth below, the General Conditions and any Special Conditions attached hereto. By execution hereof, the Licensee agrees to comply with all such terms, General Conditions, and Special Conditions. 1 Use. This License allows Licensee the non-exclusive right to operate a Junior Lifeguard Day Camp Program on a portion of the beach area in Sunset Beach. The License Area within Sunset Beach including the parking area shall be as described in the Special Conditions and depicted on the attached photograph, incorporated herein by reference as Exhibit A. The License Area may sometimes hereafter be referred to as "the Premises." Licensee agrees not to use the License Area for any other purpose nor to engage in or permit any other activity within or from the License Area. Licensee further agrees not to conduct or permit to be conducted any public or private nuisance in, on, or from the License Area, not to commit or permit to be committed waste on the License Area, and to comply with all governmental laws and regulations in connection with its use of the License Area. Licensee understands that the License Area is also used for park or beach purposes by the public. Licensee's non-exclusive use of the License Area is contingent upon the priority use requirements of the other parties as determined by City at its sole discretion. 2. Term. This License is effective beginning June 1, 2012 and ending August 30, 2012. Program dates may change subject to the prior written approval of the City at the City's sole discretion. The program may not operate on weekends or the July 4th holiday. This License shall be effective for the period as stated above and is revocable by either City or Licensee at any time and for any reason whatsoever; however, as a courtesy to Licensee, City will attempt to give thirty (30) days written notice to Licensee upon revocation. or 3. License Fee. Minimum Fee: $5,000 15% of gross revenues for all programs The License fee for the License Period shall either be the total of the Minimum Fee, as set forth within this section, or a percentage fee of the gross revenues, whichever is greater ("License Fee"). The License Fee and the due dates for said License Fees are as follows: Page 1 of 11 12-3371/80665 The Minimum Fee of $5,000 shall be paid on or before J7LJLj- 2120i2.and shall be calculated based on the approved program schedule. No refunds shall be allowed for incomplete programs. However, in the event this beach is temporarily closed by the City to the public, the applicable fee shall be refunded or credited based on a weekly proration. 4. Payment Procedure. All payments, required under this License shall be delivered to the City Treasurer, 2000 Main Street, Huntington Beach or P.O. Box 711, Huntington Beach, CA 92707. The designated place of payment may be changed at any time by City upon ten days written notice to Licensee. Fee payments may be made by check payable to City. Licensee assumes all risk of loss if payments are made by mail. 5. Charge For bate Payment. Licensee hereby acknowledges that late payment of sums due hereunder will cause City to incur costs not contemplated by this License, the exact amount of which will be extremely difficult to ascertain. Such costs include but are not limited to costs such as administrative processing of delinquent notices, increased accounting costs, etc. Accordingly, if the payment required by this section is 'not received by the City Treasurer within ten (10) calendar days after the end of the month for which the payment is paid, or the next business day if the tenth day falls on a weekend or holiday, Licensee shall pay the following late charge and penalty: 1) a late charge of ten percent (10%) shall be applied to any outstanding balance after any payment hereunder is due but unpaid; and 2) one and one-half percent (1-1/2%) penalty per month shall be added for each month such payment hereunder is due but unpaid. Licensee and City hereby agree that such late charges represent a fair and reasonable estimate of the costs that City will incur by reasons of Licensee's late payment. Acceptance of such late charges (and/or any portion of the overdue payment) by City shall in no event constitute a waiver of Licensee's default with respect to such overdue payment, or prevent City from exercising any of the other rights and remedies granted hereunder. 6. Operations Plan Approval. Before commencing operations under this License, Licensee shall submit to the City for review and written approval an operating schedule, list and description of classes and programs and fees charged for each program. The submittal shall include an income and expense statement of the operation. All subsequent changes proposed by Licensee to the most recently approved operating schedule, fees, and procedures shall be submitted to the City for review a minimum of ten (10) days before implementation. All changes must be approved by City in writing. 7. 'germination. This License may be revoked or terminated by either City or Licensee at any time and for any reason whatsoever; however, as a courtesy to Licensee. 8. Definition of Gross Receipts. The term "gross receipts" upon which percentage fees are to be based shall include: (a) The sale price of all goods, wares, merchandise, and products sold on or from the Premises by Licensee, whether for cash or credit, whether payment is actually 12-3371/80665 Page 2 of 11 i made or not, whether delivery of the items sold is made from the Premises and whether title to such items is transferred; (b) The charges made by Licensee for the sale or rendition on or from the Premises of services of any nature or kind whatsoever, whether for cash or credit, whether payment is actually made or not and whether the services are actually performed or not. (c) All admission, entry, rental and Iother fees of any nature or kind charged by Licensee (including but not limited to deposits accepted by Licensee). The "gross receipts" also includes the fair market rental value of facilities used by Licensee or its employees for purposes other than the business purposes for which the Premises are leased and the value of all consideration including consideration other than cash received by Licensee or its employees in exchange for the items sold or services rendered Gross receipts shall not include actual costs of direct pass -through expenses paid to third parties for transportation costs and lunches. Gross receipts shall exclude all sales and excise taxes payable by License to federal, state, county or City as a direct result of operations under this License. Bad debt losses shall not be deducted from gross receipts. 9. Records and Accounts. A. Records. Licensee shall, at all times during the term of this License, keep or cause to be kept true and complete books, records, and accounts of all financial transactions in the operation of all business activities, of whatever nature, conducted in pursuance of the rights granted herein The records must be supported by source documents such as sales slips, cash register tapes, purchase invoices, or other pertinent documents. B. Income and Expense Statements. Within sixty (60) days after the end of the License Period, Licensee shall at its own expense submit to City an income and expense statement prepared in accordance with generally accepted accounting principles reflecting business transacted on or from the License Area during the preceding License Period. The Licensee must attest under penalty of perjury that the income and expense statement submitted is an accurate representation of Licensee's records as reported to the United States of America for income tax purposes. C. Audit. All Licensee's books of account and records and supporting source documents related to this License or to business operations conducted within or from the License Area shall be kept and made available at one location within the limits of the City. City shall, through its duly authorized agents or representatives,, have the right to examine and audit said books of account and records and supporting source documents at any and all reasonable times for the purpose of determining the accuracy thereof, and of the monthly statements of sales made and monies received. Page 3 of 11 12-3371/80665 In addition to any other remedies available to City at law or in equity or under this License, in the event the Licensee fails to maintain and keep books, records, and accounts from the License Area and/or source documents relating thereto, or to make the same available to City for examination and audit, or to record sales and/or to maintain registers to record sales, or to provide financial statements and other information to City regarding gross sales as required by this License, City, at City's option, may: (a) Perform such examinations, audits, and/or investigations itself or through agents or employees as City and/or its auditors may deem appropriate to confirm the amount of percentage fees payable by Licensee under this License and any and all costs and/or expenses incurred by City in connection therewith shall be promptly reimbursed to City by Licensee upon demand; (b) Provide accounting services and/or a system for recording retail sales and charges, including without limitation, cash registers, for use by Licensee in business transactions upon or from the License Area, and, at City's option, maintain personnel on the License Area to observe and/or record such 'sales during Licensee's business hours, or from time to time, all at Licensee's sole cost and expense and, in such event, Licensee shall promptly reimburse City for any and all costs incurred by City in connection therewith; and/or (c) Require that Licensee pay percentage fees based on City's best good faith estimate of Licensee's gross receipts from business operations conducted on or from the License Area and any such determination made by City shall be conclusive and binding upon Licensee. The above costs payable by Licensee shall include reimbursement to City of City - provided services at such rates as City may from time' to time, in good faith, establish for such services. In the case of services provided by City's employees, such rates shall be sufficient to reimburse City for employees' salaries, including employee taxes and benefits and City's overhead or, at City's option, may be the rate for such services that would be charged by a qualified third party or parties, approved by City, if engaged by City to perform such services. 10. Maintenance and Operations. Licensee shall designate in writing to City an on - site representative who shall be responsible for the day -day operation and level of maintenance, cleanliness, and general order. A. Maintenance. Licensee shall, to the satisfaction of the City, keep and maintain the License Area and all improvements of any kind in good condition and substantial repair. It shall be Licensee's responsibility to take all steps necessaryi or appropriate to maintain such standard of conditions and repair. Licensee expressly agrees to maintain the License Area in a safe, clean, wholesome, and sanitary' condition to the complete satisfaction of the City and in compliance with all applicable laws. Licensee further agrees to provide approved containers for trash and Page 4of11 12-3371/80665 garbage and to keep the License Area free and clear of rubbish and litter. City shall have the right to enter upon and inspect the License Area at any time for cleanliness and safety. If Licensee fails to maintain or make repairs or replacements as required herein, City may notify Licensee in writing of said failure. Should Licensee fail to correct the situation within a reasonable time thereafter as established by the City, the City may have the necessary correction made and the cost thereof, including but not limited to the cost of labor, materials, and equipment and administration, shall be paid by Licensee within ten (10) days of receipt of a statement of said cost from the City. City may, at its option, choose other remedies available herein, or by law. B. Operations. Licensee agrees to manage the program in a competent and efficient manner at least comparable to other well -managed programs of a similar type. Licensee agrees to provide all necessary equipment to conduct the Junior Lifeguard Program Day Camp and will be further responsible for the condition of the area within the beach area from which the camp program is conducted. Location of the program shall be approved by the City prior to the start of the day camp program. Any equipment brought to the beaches each day for program use shall be removed each day unless prior storage arrangements have been approved by the City. Licensee shall retain active, qualified, competent and experienced personnel to service Licensee's operation and represent and act for Licensee. Licensee shall require attendants and employees to be properly dressed, clean, courteous, efficient, and neat in appearance at all times. Staff shall have name badges or ID card identifying them as associated with Licensee. Licensee shall conduct background checks or other appropriate investigations of all employees or camp counselors and provide evidence of such checks or investigations to City upon request of City. No beverages, food, products or merchandise or any kind may be sold to program participants or the general public upon City beach or parking area property during program operation without the prior written consent of the City. If merchandise or other sales are approved, the gross sales receipts will additionally be added to the percentage License fee. NO ALCOLHOLIC BEVERAGES OR TOBACCO PRODUCTS SHALL BE SOLD OR CONSUMED WITHIN THE LICENSE AREA. 11. Notices. Unless specifically providing for verbal or electronic notice, all notices, certificates, or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when (a) personally delivered; or (b) three (3) business days after being sent via United States certified mail — return receipt requested; or (c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that City and Licensee, by notice given hereunder, may Page 5of11 12-3371/80665 designate different addresses to which subsequent notices, certificates or other communications will be sent: CITY: City of Huntington Beach ATTN: Director of Community Services 2000 Main Street, P.O. Box 190 Huntington Beach, CA 92648 LICENSE: Jim Balok, President California Jr. Lifeguard Programs, Inc. 15569 Graham Street Huntington Beach, CA 92649 12. Permits and Licenses. Licensee shall be required to obtain any and all permits and/or Licenses which may be required in connection with the operation of the License Area as set out herein. No permit, approval, or consent given hereunder by City, in its governmental capacity shall affect or limit Licensee's obligations hereunder, nor shall any approvals or consents given by City, as a party to this License, be deemed approval as to compliance or conformance with applicable governmental codes, laws, rules, or regulations. 13. Utilities. The use by Licensee of utilities not already in place for normal visitor use is not anticipated; but in the event that extension and use of added utilities becomes necessary, Licensee shall be responsible for and pay, prior to the delinquency date, all charges for such added utilities supplied to the License Area. 14. Indemniffication, Defense And Hold Harmless. Licensee 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 (including arbitration) of every nature or liability of any kind or nature) arising out of or in connection with (1) the use or occupancy of the Premises by Licensee, its officers, employees or agents, including any damage to vehicles or persons caused by the Lessee or (2) the death or injury of any person or the damage to property caused by a condition of the Premises, or (3) the death or injury of any person or the damage to property caused by any act or omission of Licensee, its officers, employees or agents, or (4) any failure by Licensee to keep the Premises in a safe condition, (5) any damage to vehicles, property theft vandalism or otherwise to third party property or (6) Licensee's (or Licensee's agents ) performance of this License or its failure to comply with any of its obligations contained in this License by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. Licensee shall hold all Trade Fixtures, personal property and trade inventory on the Premises at the sole risk of Licensee and save City harmless from any loss or damage thereto by any cause whatsoever, except such loss or damage which was caused by the sole negligence or willful misconduct of City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee'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 Licensee. Page 6 of 11 12-3371/80665 15. Insurance. A. Workers' Compensation And Employers' Liability Insurance. Licensee acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it shall comply with such provisions prior to the commencement of this License. Licensee shall obtain and furnish to City workers' compensation and employers' liability insurance in amounts not less than the State statutory limits. Licensee shall require all subleases and contractors to provide such workers' compensation and employers' liability insurance for all of the subleases' and contractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and Licensee shall similarly require all subleases and contractors to waive subrogation. B. General Public Liability Insurance. In addition to the workers' compensation and employers' liability insurance and Licensee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shall indemnify Licensee, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of Two Million Dollars ($2,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than Two Million Dollars ($2,000,000.00) for the Premises. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the License shall be deemed excess coverage and that Licensee'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. C Property Insurance. Licensee shall provide before commencement of this License and shall obtain and furnish to City, at Licensee's sole cost and expense, property and fire insurance with extended coverage endorsements thereon, by a company acceptable to City authorized to conduct insurance business in California, in an amount insuring for the full insurable value of all Improvements, Trade Fixtures, personal property, automobiles valet parked by Lessee or other personal property whether or not owned or Licensed by Licensee, and all trade inventory in or on the Premises against damage or destruction by fire, theft accidental damage or the elements. This policy shall contain a full replacement cost endorsement naming Licensee as the insured and shall not contain a coinsurance penalty provision. The policy shall also contain an endorsement naming City as an Additional Insured. The policy shall contain a special endorsement that such proceeds shall be used to repair, rebuild or replace any such Improvements, Trade Fixtures, personal property whether or not owned or Licensed by Licensee, and all trade inventory so damaged or destroyed; and if not so used, such proceeds (excluding Page 7of11 12-3371/80665 any insurance proceeds for Trade Fixtures, personal property whether or not owned or Licensed by Licensee, and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to City. The policy shall also contain a special endorsement that if the Premises are so destroyed triggering the parties' ability to terminate as set forth in Section 52 (Destruction) below, and either party elects to terminate the License, the entire amount of any insurance proceeds (excluding such proceeds for Trade Fixtures, personal property whether or not owned or Licensed by Licensee and trade inventory, but only to the extent the insurance proceeds specifically cover those items) shall be paid to City. The proceeds of any such insurance payable to City may be used, in the sole discretion of City, for rebuilding or repair as necessary to restore the Premises or for any such other purpose(s) as City sees fit. This policy shall also contain the following endorsements: (a) The insurer shall not cancel or reduce the insured's coverage without (30) days prior written notice to City; (b) City shall not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance with all endorsements required by this Section shall be filed with City prior to the execution of this License. At least thirty (30) days prior to the expiration or termination of any such policy, a signed and complete certificate of insurance showing that coverage has been renewed shall be filed with City. D. Increase In Amount Of General Public Liability And Property Insurance. Not more frequently than once every two (2) years, if, in the sole opinion of City, the amount and/or scope of general public liability insurance in Section 21 above and/or property insurance coverage in Section 22 above at that time is not adequate, Licensee shall increase the insurance coverage as reasonably required by City. E. Certificates Of Insurance; Additional Insured Endorsements. Prior to commencement of this License, Licensee shall furnish to City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this License; these certificates shall: (a) provide the name and policy number of each carrier and policy; (b) shall state that the policy is currently in force; and (c) shall promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of City; however ten (10) days' prior written notice in the event of cancellation for nonpayment of premium, which 10-day notice provision shall not apply to property insurance. Licensee shall maintain the foregoing insurance coverages in force during the entire term of the License or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverages shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this License. City or its representatives shall at all times have the right to demand the original or a Page S of 11 12-3371/80665 copy of any or all the policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 16. Signs. Licensee agrees not to construct, maintain, or allow any signs, banners, flags, etc., upon License Area except as approved by City. Unapproved signs, banners, flags, etc., may be removed by City without prior notice to Licensee. 17. Construction and/or Alteration by Licensee. No structures, improvements, or facilities shall be constructed, erected, altered, or made within the License Area. 18. Limitations of License. This License and the rights and privileges granted Licensee in and to the License Area are subject to all covenants, conditions, restrictions, and exceptions of record or apparent from a physical inspection of the License Area. Nothing contained in this License or in any document related hereto shall be construed to imply the conveyance to Licensee of rights in the License Area which exceed those owned by City or set forth herein. 19. License Organization. The various headings and numbers herein, the grouping of provisions of this License into separate clauses and paragraphs, and the organization hereof, are for the purpose of convenience only and shall not be considered otherwise. 20. Amendments. This License is the sole and only agreement between the parties regarding the subject matter hereof, other agreement, either oral or written, are void. Any changes to this License shall be in writing and shall be properly executed by both parties. Additions to this License for future park locations for day camp operations shall be approved by the City. 21. Unlawful Use. Licensee agrees no improvements shall be erected, placed upon, operated, or maintained on the License Areas nor any business conducted or carried on therein of therefrom, in violation of the terms of this License, or of any regulation, order of law, statute, bylaw, or ordinance of a governmental agency having jurisdiction. 22. Inspection. City or its authorized representatives shall have the right at all reasonable times to inspect the operation to determine if the activities conducted by the program are in compliance with the License agreement. 23. Faxes and Assessments. Should this License create a possessory interest which is subject to the payment of taxes levied on such interest, it is understood and agreed that all taxes and assessments including) but not limited to said possessory interest tax) which become due and payable in connection with this License or upon fixtures, equipment, or other property used in connection with this License, shall be the full responsibility of Licensee, and Licensee shall cause said taxes and assessments to be paid promptly. 24. Partial Invalidity. If any term, covenant, condition or provision of this License is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder Page 9 of 11 12-3371/80665 of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 25. Waiver of Rights. The failure of City to insist upon strict performance of any of any of the terms, covenants, or conditions of this License shall not be deemed a waiver of any right or remedy that City may have, and shall not be deemed a waiver of the right to require strict performance of all the terms covenants and conditions of the License thereafter, nor a waiver of any remedy for the subsequent breach or default of any term, covenant, or condition or the License Any waiver, in order to be effective, must be signed by the party whose right or remedy is being waived. 26. Condition of License Area Upon Termination. Except as otherwise agreed to herein, upon termination of this License, Licensee shall redeliver possession of said License Area to City in substantially the same condition that existed immediately prior to Licensee's entry thereon, reasonable wear and tear, flood, earthquakes, war, and any act of war excepted. 27. Disposition of Abandoned Personal Property. If Licensee abandons the License Area or is dispossessed thereof by process of law or otherwise title to any personal property belonging to Licensee left on the License Area ten (10) days after such event shall be deemed, at City option, to have been transferred to City. The City shall have the right to remove and to dispose of such property without liability therefor to Licensee or to any person claiming under Licensee, and shall have no need to account for the property. 28. Time of Essence. Time is the essence of the License. Failure to comply with any time requirements of this License shall constitute a material breach of this License. 29. No Assignment. The License granted hereby is personal to Licensee and any assignment of said License by Licensee, voluntarily or by operation of law, shall automatically terminate the License granted hereby. 30. Nondiscrimination. Licensee agrees not to discriminate against any person or class of persons by reason of sex, age, race, color, creed, physical handicap, or national origin. Licensee shall make its accommodations and services available to the public on fair and reasonable terms 31. Governing Law and Venue. This License Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange City, California, and the parties hereto agree to do and hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394. IN WITNESS WHEREOF, the parties hereto have caused this License to be executed by and through their authorized officers the day, month and year first above written. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and Page 10 of 11 12-3371/80665 right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. CALIFORNIA JR. LIFEGUARD PROGRAMS, INC. By: — 9 A 6aAk �GhieS 5. G.lolC LFo print name ITS: (circle one) Chairman/President/Vice President AND print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer Attachments to License. This License made a part hereof: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California INITIAT ND PPROVED Direct r df Community Services .APR- El) AS TO FORM: City Attorney v includes the following which are attached hereto and 1. Exhibit A Photograph depicting License Area 2. Special Conditions Page 11 of 11 12-3371/80665 0 I CONSENT OF DIRECTIORS IN LIEV OF ANNUAL MEE71N'G OF CALIFORNIA JUNIOR LIELgIZ& M, #T-V-AM& RESOLVED, the corporation is hereby authorized to purchase 5,000 shares of its stock from Mr. Herbert H. White. The Offices of the corporation are further authorized to execute all necessary documents to complete the, foregIing transaction. RESOLVED, that subsequent to the completion of the stock ,purchase, there will be only one shareholder. Therefore, the follo'%ring person be, and he hereby is, elected as officer of ft corporation for the ensunvis, year or until his succe"rs axe clectet, RESOLVED, that all the actians o(the Directors and Officers of this Company for and, on, its behalf, since the, date of the last met*,, of its Directors b,#,- and th-e- same are in all, respects ratified, approved, and conflum-ed, and that all authority full force and effect unless moed or rescinded by appropriateresolution, of the Board of Dirwom CONSENT OFSHAREHOLDERS IN �IEU OF ANNUAL Of CALIFORKA '°»:«*LIFEGUARD P *< »w2; r .n't to the Section^07 wW Se2ion 603 or the CorpoTations Code ,.the Stalc -^ a© :'r'£^ d, being the «shuckwldm ofsaidcorporation, hertby..+/. aMali ©.: an, «,, meeting ,<©<o2«w .,,4, and ..en he . following actions the,cOrPOratiOnw, *, here.. t., ;t �following resolutions, Elect' ,:7.tr »: RESOLVED, « »V: 1 h: the . & . ?! p�: », v WW tlicy, � .eb, » elected ,.directors < §.a. JAMES S, RAL K ;< RESOLVED, thAt«_the attiOnsoftheDirectors,:©Coto, -« a and on s bobalf, since theated < last meetingo lits Shareholders e, andthe=yge.E<«w«- ratified,;a approved, and . # and that all ° <or gran, e. a the Board of Directorsit! cffect <°w,.: t»©. v : meeting, stiall continue n full force and » � This Consent shall :.with »:- ary of this corporation, whD is heret�,. to : Minute Book -othe corporation, DATED: Janua2S,2005 ` ,� 2AMES&I BALO Shareholder ] {� a w r iv �4rt6AW SPECIAL CONDITIONS The following Special Conditions apply to the Junior Lifeguard Program Day Camp License for California Junior Lifeguard Programs, Inc. operating at the easternmost end of Sunset Beach. The City must approve any changes in writing. 1. Program Description: The Junior Lifeguard Program consists of three separate morning or afternoon sessions over a three-week period for each camp program providing instruction in first aid and CPR, ocean safety, rescue techniques, surfing and body boarding for 8 to 17-years olds. The goals of the program are to provide an educational and recreational environment instructing young people on how to handle themselves safely in a variety of ocean situations and to increase environmental awareness. 2. Operational Dates/Times: Three 3-week day camp sessions will be conducted as follows: , Session 1 commences June Ono' through July �� 2012; Session 2 commences July through August , 2012; and Session 3 commences August 6 through August Y , 2012. The program will operate between 8:00 a.m. and 4:00 p.m. -weekdays only. 3. Program Size: Each day camp session will have no more than 275 participants. 4. Instructors: Program staff consists of first aid and CPR -certified lifeguards and instructors. All instructors are at least 18 years old. The ratio of instructors to participants is one instructor to a maximum of 15 participants. Assistant instructors are previous Junior Lifeguard participants selected for their ability and leadership to assist in the land -side and water -related activities. Assistant instructor's water oversight of program participants must be restricted to groups of less than 15. 5. Program Attire: Instructors wear lifeguard uniforms and red swim trunks. Assistant Instructors (previous Junior Lifeguard participants) wear red trunks and beanies. Select colors for rash guards are worn to differentiate age and skill -level groups. 6. Traffic and Parking Control Program: The day camp sessions will be divided into two sections in order to stagger drop-off and pick-up times. Blocks of times for drop-off will be 8:00-8:30 and 8:30-9:00 and pick-up will be 2:30-3:00 and 3:00-3:30. Only the far eastern parking lot may be used. Program staff is prohibited from parking in the beach parking lot. Alternative parking arrangements must be implemented. Traffic will be limited to the eastern section of Pacific Avenue and the parking lot. The western section of Pacific Avenue (adjacent to the beachfront homes) may not be used. Three adult traffic monitors (with vests) will be employed to ensure smooth and safe movements of vehicles and participants. 1 12-3371/80666 At drop-off, participants will assemble in the parkway adjacent the parking lot (E on Exhibit 2); as soon as a platoon -sized group is formed, it will be moved to the beach by an instructor. This will be done for safety purposes and to control noise. At pick-up, participants will be held on the beach; as drivers arrive, the traffic monitors will notify the instructors via two-way radios of the participants to be picked -up. All participant families will be informed of the traffic and parking control program through their program packages. An easy -to -understand map will be included such as those shown in Exhibit 2. Carpooling will be encouraged by offering easier drop-off and pick-up options. 7. Beach Access: Beach access will be between the homes to the eastern end of the beach, near 2nd Street (Exhibit A). Equipment will be stored in a container adjacent to the restroom on Exhibit A). The equipment will be moved to and from the beach only as needed and, as much as possible, outside drop off and pick-up times. City reserves the right to modify beach and ocean use areas and access points and/or equipment storage areas. 8. Beach Location/Activities: The program set-up on the beach will be a minimum of 240 feet from the nearest homes. Some limited activities may take place in the adjacent beach area, but no closer than 175 feet from the nearest homes. Approximately 200 linear feet of beach may be utilized. Cones may be used during program operation to define the operational area. Beach clean-up of food and miscellaneous items must occur prior to the end of each day's program session. 9. Storage: A clean, beige -colored twenty -cubic foot container is allowed for storage of program equipment in one of the program's dedicated five parking spaces (B on Exhibit 1). It must be removed within one week of program completion. 10. Signs and Banners: Signage must be kept to a minimum. Identification lettering stating the business name, contact and phone number may be posted on the container. Additional signage or banners must receive approval from the Coastal Operations Supervisor, prior to implementation. 11. Extracurricular Activities: Graduation ceremonies, picnics or additional activities may not be conducted outside of the regular program hours. 12. Program Monitoring: City staff will periodically monitor the program to ensure compliance with the above conditions. 2 12-3371/80666 ,. CERTIFICATE OF LIABILITY INSURANCE DATE 4/23M/201 PRODUCER MENN VAN KUIK & WALKER INC. 915 Wilshire Blvd Suite 1770 Los Angeles, CA 90017 3-0152 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE INSURED California Junior Lifeguard Programs, Inc. P . 0. Box 1639 Huntington Beach, CA 92647-1639 INSURERA: INSURER 8 INSURER C. INSURERD' 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 I POLICIES AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/OD/YY POLICY EXPIRATION DATE MM/DD/YY LIMITS A GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS MADE 1XI OCCUR CL041103052 4/28/12 9/l/12 EACH OCCURRENCE $1 , FIRE DAMAGE (Any one fire) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $1,000,000 GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER POLICY PRO-JECT LOC PRODUCTS - COMPIOP AGG $2,00 i$ 1 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS Yy ♦ [� t3 lJ AJ 0 3 !� D � �+ d IFE vl-P -PATH. a..lTy /Pt COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY (Perraccident) OAMAGE $ { GARAGE LIABILITY ANY AUTO '�I / /7 -�— AUTO ONLY - EA ACCIDENT $ EAACC OTHER THAN AUTO ONLY: AGG $ $ EXCESS LIABILITY OCCUR CI CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY WC TAT - OTH- I TORY LIMITS I I ER E L EACH ACCIDENT $ E 1. DISEASE - EA EMPLOYEE $ E L DISEASE - POLICY LIMIT 1 $ 1 A OTHER physical/ Sexual Abuse CL041103052 4/28/12 9/1/12 $25,000 per occ./ $50,000 aggregate DESCRIPTION OF OPERATIONS/LOCATIONSNE HI CLES/EXCLU SIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS I f Certificate holder is named as an additional insured as respects insureds J operations. Full Additional Insured: City of Huntington Beach, its officers, elected or appointed officials, employees, agents & volunteers. CERTIFICATE HOLDER X I ADDITIONAL INSURED; INSURER LETTER: CANCELLATION SHOULD ANY OF THE ABOVE DES EIPOLI B CANCELLED BEFORE THE EXPIRATION Ii City of Huntington Beach DATE THEREOF, THE ISSUING SU R WIL ND VOR TO MAIL �� DAYS WRITTEN Attn : Justin Wessels NOTICE TO THE CERTIFICA E/HO N TO HE LEFT, BUT FAILURE TO DO SO SHALL 2000 Main S t . IMPOSE NO OBLIGATION R LI B ITY AN D UPON THE INSURER, ITS AGENTS OR Huntington Beach, Ca. 92648 REPRESENTATIVES. AUTHORIZED REPRESEN ACORD 25-S (7197) ' '' O ACORD CORPORATION 1988 POLICY N _7ME'FR: ! O-4 -l030 )2 P ��'u�ti�f� C F _;L!,r41 1 t.3.. _. Named it-.sured and Mailinq Addve°us . _ CA1.IF,()R IA JLJ\10R i_11=I. C; .rI ZU PROt::;IZAMS 1%(-, P.C.BOX 1639 Policy Penod" From E7�ir`r`8,�20121:1 -)" A. ti, Standard Tr��> al°yf.,t�r ��:a,(tr�c; address st?�� x;rabove. BUSINESS DESCRIPTION: C:ALIFCR` A JUNICIR L FF(t JARD individual Joint turn Partnership, 1— Organization ,�,�;�er t;7a,� PatCn��rsrtia or ;;irr,t 1'��rrrrrrat t united Liability Company Other AUdit Period: Annual unless otherwise Mated: =T Z Code. RETURNIN , POLICY,REMIUM, AND SUBJECT TO ALL THE TERMS OF THIS i PROVIDE THE INSURANCE THIS POLICY CONSISTS OF THE FOLLOWING COVERAGE PARTS}, BUT ONLY FOR WHICH A PREMIUM 1S� INDICATED. THIS PREMIUM MAY BE SUBJECT TO ADJUSTMENT. C ommercial Property C ovet agre i'lart $ N(r i t OVI-t?CC.) Commerc. al Gmetal Liability Coverage PArt 5 8.z08 oa, j Conimercral inland Marine C--overage Part S NO, COVERED C c rnmelcial Ocean Marloe Coverage Part %C) ` '.,(-')VEFZE ) Commercial Professional Liability Coverage Part % E Commercial Automobile L abihty Coverage Part N 0 COVL-I�LD _ Liquor Liability Coverage Part NOT COVERF ,) ! Crime Coverage Part. 0 C OV E R F Other Coverages: ° 0 COVERED �, s�� i COVE -RED ...__.___. t Premium Total Other Charges., POLICY FEE � `i75.00 1 _._._ .�...W__ STATE TAX 251 A9 STAMPING FEE __._.. � �C? �}r� _..... ........... _ -- l State Sur lus Lines License # 0697233 GRAND TOTAL $ �:, :� ; ,45 I [DIL 1000 08 11 � Page 1 of 2 DATE (MM1D0/1'YYY) Ac ®a EVIDENCE OF COMMERCIAL PROPERTY INSURANCE JUL 122012 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEE THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. __— PRODUCER NAME, PNONE (760)837-3626 COMPANY NAME AND ADDRESS I NAIC NO: CONTACT PERSON AND ADDRESS _(A/CNo, Ex[1: M. L . ADAMS INSURANCE SERVICES Essex Insurance Co 42-280 BEACON HILL, SUITE D-7 C/O YATES & ASSOC. PALM DESERT CA 92211.5168 P.O. BOX 25133 SANTA ANA CA 92799-5103 FA'Xac, No): (760) 837-3898 — - IF ILSS: www•mladamsins.com - —_--- coDE:------- --- --- SUB CODE: - ------ AGENCY 2321_-- CUSTD�R ID •; - __ - - — --_-- _ __-- —__ NAMED INSURED AND AUDRL3S ,ALIFORNIA JUNIOR LIFEGUARD PROGRAMS 15569 GRAHAM STREET AUNTINGTON BEACH CA 92649-1613 ADDITIONAL NAMED INSUREDI3) IF MULTIPLE COMPANIES, COMPLETE SEPARATE FORM FOR EACH POLICY TYPE LOAN NUMBER POLICY NUMBER 2CM9862 EFFECTIVEBATE EXPIRATION DATE -- CONTINUED UNTIL APR 7 2012 APR 7 2013 j TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION (Use REMARKS on page 2, if more space is required) ❑ BUILDING OR l BUSINESS PERSONAL PROPERTY LOCATION/DESCRIPTION 15567 GRAHAM STREET, HUNTINGTON BEACH CA 92649 15569 GRAHAM STREET, HUNTINGTDN BEACH CA 92649 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TD THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CDNDITION OF ANY CONTRACT DR EITHER DDCUMENT WITH RESPECT TO WHICH THIS EVIDENCE DF PROPERTY INSURANCE MAY BE ISSUED DR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS DF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED I BASK BROAD X SPECIAL OTHER _ COMMERCIAL PROPER-i ( COVERAGE AMOUNT OF INSURANCE: $ 100,000 DED. 1,000 YES NO N!A ❑ BUSINESS INCOME RENTAL VALUE X If YES, LIMIT: Actual Loss Sustained # of months. - —- — --- -- -- - --- BLANKET COVERAGE if YES, indicate amount of insurance on properties Identified above: $ TERRORISM CDVERAGTr �X Attach Disclosure Notice / DEC IS THERE A TERRORISM -SPECIFIC EXCLUSION? X — IS DOMESTIC TERRORISM EXCLUDED? � X � I - LIMITED FUNGUS COVrLiV\C;E X I If YES, LIMIT', DED: FUNGUS EXCLUSION (If "YE-S', specify organization's form used) X REPLACEMENT COST Ix AGREED VALUE COINSURANCE X If YES, 90 % EQUIPMENT BREAKDOWN (If A Ilcable j X If YES, LIMIT: DED: ORDINANCE OR LAW -',overage for loss to undamaged portion of bido X — - Demolition Costs X If YES, LIMIT: DED: nc Cost of Construction X i If YES, LIMIT DED: — EARTH MOVEMENT (I A„ picab'e) If YES LIMIT DED FLOOD (If Applicable) X If YES, LIMIT DED: WIND / HAIL (If Subject to Different Provisions) X If YES, LIMIT: DED: PERMISSION TO WAIVE 3UPROGATION IN FAVOR OF MORTGAGE 1 X --- — --------------- HOLDER PRIOR TO LGSS � CANCELLATION SHOULD ANY OF 7HE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. WDITIONAL INTEREST NIURTGAGEE CONTRACT OF SALE LENDERS LOSS PAYAULE, NAME AND —ADDRESS CITY OF HUNTINGTDN iSEACH 2000 VAIN STREET HUNTINGTDN BEACH C., )`64 ACOM 28 (2009%12;_ LENDER SERVICING AGENT NAME AND ADDRESS AUl'HOR4=S_(7 REPRESENTATIVE Pane 1 of 2 © 2003-20MACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Certificate # 17963 RENEWAL I W, 6-7pe-ifaum does not pr�;��,Oa ins-wanw ff yov hay@ a Ojes-,cry s tebmi fled your vpda t e s on Hne, tease &aatd. RENEWAL INFORMATION Policy Numbor.- 1 ji Wii4 X)i I Eftective Date: W 10 1 .,!(11 �' Exporation Dale: G-1-01-2013 NDMWO A,6r1jvef"ry Daft�- TRADENAMES Primary Tfade Wtme: CAL IFORNIA J-1,1W")R UFR73Pf"APn Additional Trade AlArnes: zmm�� ..... . ......... .. - Majh rtg A ddress -- KQ 0,0DX 109, HUNTINGTON BEAC 14, CA �FAW." Primary, Confact Name. Office Phonw, Nobj1d phon& &woaR Address: Webv.tv Addm,,;,,z, UpdaleslChaagas. CONTACT INFORMATION 'i bak"k. f 7141 W1 -W30 x I I Page 1 01 -1 Rohcv Nary *e'.CALItOANIAJUNFOR U V%I­ - �, p V, e '(7F MAP y VXpjKATVXA K A-40—s �,-A 131 K, vru.,x I �4,R� "Mw2ou Jr.4sm - e v ('.#A Oft JI MOR I III L. CALl NIA,X NPAP NVAI Im D rlxlum.v 741 L 4,1 N", I K IA; N! CALL Y(A :v WM)OP &O"'NI lViUW; as.A fA A" t..0 tw* TIM' I W.D UV THIS POLICY NIE'�AN T HE AIMMV%l I JAKI 1.11 V ITMITS FKF-Sl-R,[MF F) BY 1' N8 TFIE CONTRAGE, SWIVIDED By 111 [4 PmA. ItV M L H L. MIN"IMUM 9-IMal'ITI", 10111N 11A Lkw 11' �YOLLU&LA-N $W, r I AMW T I K,raa W, ncx- =1.lmut, I ,Akt nw, 1A, T,A� b0N, !4j I,,-4-,-M e"I"ao, Nlcm;n it Fi, XA I U FA I Ah R sue' INS U RANCE GROUP City ®f Huntington Beach - - - - - Business License 714 536-5267 FAX 714 536-5934 Lori Ann Farrell Director of Finance CALIF JUNIOR LIFEGUARD PROG P 0 BOX 1639 HUNTINGTON BEACH CA 92647 Dear Business Owner: P.O. Box 196 California 92648 Thank you for your payment. Attached is your City of Huntington Beach Business License. Please note that approximately one month prior to the license expiration date, you will be mailed a renewal notice for the coming year. If for any reason your renewal notice does not arrive, you are still responsible to renew and pay your business license amount prior to the expiration date. You will incur penalties if this payment is not received by the expiration date. Please post the business license in publicview. If you do not transact business from a fixed location within the city, you must carry this license with you at all times. Your business vehicle should also carry this license, and the license plate number of the vehicle(s), if applicable, should match the one on the business license. Please notify Business License if there are any changes of ownership, address, business name, business vehicle, or type of business conducted. Additionally, please notify the city if you discontinue your business. There are many resources available to our licensed business people. We have listed a few that might be of interest and assistance to you. City of Huntington Beach Economic Development Department - 714-536-5582 Huntington Beach Chamber of Commerce - 714-536-8888 Huntington Beach SCORE (Service Corps of Retired Executives) - 714-550-7369 Fictitious Business Name Information - 714-834-2889 State Board of Equalization (seller's permit information) - 949-440-3473 If you have any questions, please call a Business License representative at 714-536-5267. City �f �sntingt®n Beach Business License Business Name / Service Address CALIF JUNIOR LIFEGUARD PROG 15569 GRAHAM HUNTINGTON BEACH License Type Professional / Other Services Owner / Corporation JAMES S BALOK THIS LICENSE IS ONLY FOR THE BUSINESS AND TYPE SHOWN. IT IS FOR THE PERSON TO WHOM ISSUED AND IS NON -TRANSFERABLE. RENEWAL IS DUE ON OR BEFORE THE EXPIRATION DATE. POST IN PUBLIC VIEW License Number A177538 Effective Date 03/01 /2012 Expiration Date 02/28/2013 Amount Paid $91.64 SIC 7991