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HomeMy WebLinkAboutChevrolet Motor Division - 2000-06-05CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH DATE: June - 22 , 2001 TO: Chevrolet Div., General Motors Corp. ATTENTION: Name 515 Marin Street DEPARTMENT: street - Thousand Oaks, CA 91360 REGARDING: Amendment to Promotional city, state, Zip See Attached Action Agenda Item E-13 Date of Approval 6/ 18/01 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: (i Connie Brock -way City Clerk Attachments: Action Agenda Page x Agreement x Bonds Insurance RCA Deed Other CC: R. Hagan Com. Serv. x x Name Department RCA Agreement Insurance Other Name Department RCA Agreement insurance Other Same R Department RCA Agreement insurance Other Dame Department RCA Agreement Insurance Other Name Department RCA Insurance ( Telephone: 714-536-5227 ) • • (S — F, 1�hna , cam. Vv- Council/Agency Meeting Held: Deferred/Continued to: Aftproved ❑ andi 'on Ily Approved enied Lq ��1• lerk' ignature Council Meeting Date: June 18, 2001 Department iD Number: CS01-039 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator A& C z r, PREPARED BY: RON HAGAN, Director, Community Services SUBJECT: APPROVE PROMOTIONAL CONTRACT WITH CHEVROLET—IEz�n^ OFFICIAL MARINE SAFETY VEHICLE OF SURF CITY, HUNTITTr BEACH h Statement of Issue, Funding Source, Recommended Action, Alternative Actions), Analysis, Environmental Statu&11ltta.?Wment(s} Statement of Issue: Chevrolet Motor Division has forwarded for Council approval an amendment to the current. vehicle promotional agreement, and a new agreement for sponsorship of the Pier Plaza Presents concert series. Fundinq Source: Not applicable. Recommended Actions: Motion to: 1. Authorize the Mayor and City Clerk to execute the Amendment to the current vehicle promotional agreement with Chevrolet Motor Division for five additional vehicles; and . 2. - Authorize the Mayor and City Clerk to execute the promotional agreement with Chevrolet for the sponsorship of the Pier Plaza Presents Series, and 3. Approve Section 6 of the Pier Plaza Presents promotional agreement, which includes -the city's indemnification obligations to the General Motors Corporation. Alternative Action(s): 1. Do not approve the amendment to the current vehicle promotional agreement with . Chevrolet, and do not accept the additional five vehicles; 2. Do not approve the promotional agreement with Chevrolet for sponsorship of the Pier Plaza Presents concerts, and cancel the concerts for this summer. NOTE: City Council previously approved the indemnification obligations as part of the approval process of the current vehicle agreement. Analysis: Last year at this time, Council approved a promotional agreement with Chevrolet Motor Division for the provision of fifteen vehicles to the city in exchange for being • EQUEST FOR COUNCIL ATION MEETING DATE: June 18, 2001 DEPARTMENT ID NUMBER: CS01-039 recognized as the "Official Marine Safety Vehicle of Surf City, Huntington Beach". At that time, Chevrolet set a limit of fifteen vehicles per agreement; therefore an amendment is necessary to add the additional five vehicles mutually agreed to during original negotiations. Attachment 1 adds five more vehicles for a total of twenty. These twenty vehicles are utilized by the lifeguard operation, beach police patrol, parking/camping, and beach maintenance which includes the Adopt -A -Beach Program. The new agreement (Attachment 2) provides for Chevrolet's sponsorship of the Pier Plaza Presents concert series. In exchange for title sponsorship recognition, Chevrolet provides $50,000 to fund this'summer's concerts at Pier Plaza. The city has certain obligations to Chevrolet under the terms of the agreement including the granting of exclusivity to Chevrolet for promotional activities on the beach during special/specific events, excluding the US Open of Surfing. Chevrolet may also use the beach to film commercials for their products, and the city agrees to display Chevrolet vehicles at city -sponsored events on the beach. The relationship with Chevrolet has been very successful and staff is recommending that Council approve the amendment to the current vehicle agreement, and the Pier Plaza Presents concert series agreement to continue this relationship. Both the original agreement with amendment and the new promotional agreement with Chevrolet expire December 31, 2002. In the summer of 2002, staff will prepare requests for proposal for a new three-year promotional agreement and have a recommendation to Council in the fall of 2002 for future provision of beach operation vehicles. Environmental Status: NIA Attachment[s1: RCA Author: RH:cr 01-039 Chevy Agreement -2- 06/06/01 1:28 PM ATTACHMENT #1 AMENDMENT TO PROMOTIONAL AGPEEMENT BETWEEN GENERAL MOTORS CORPORATION AND CITE' OF HUNTINGTON BEACH This Agreement, dated as of the date of the last signature herein, is an amendment to the Promotional Agreement, dated March 17, 2000, by and between CHEVROLET DIVISION, GENERAL MOTORS CORPORATION, a Delaware corporation, having a place of business at 515 Marin Street, Thousand Oaks, CA 91360 ("DIVISION") and the City of Huntington Beach, a California corporation, having a place of business at 2000 Main -Street, Huntington Beach, CA 92648 ("PRO-MOTER"). The purpose of this Amendment is to amend the Promotional Agreement only as follows: Loan five (5) 2001 model year, factor}-cquipped DIVISION T mucks for use by the PROMOTER for the City of Huntington Beach (the "Courtesy Vehicles"). The PROMOTER will pick up the Courtesy Vehicles at time and location determined by DIVISION. Models and option content will be mutually agreed upon by PROMOTER and DIVISION. Except as modified herein, the Promotional Agreement remains in effect, without change. CITY OF HUNTINGTON BEACH By: re to,_Community Services By: 2-yor SST ere By: City Clerk 9b-zz7F'0-7 gy : 1 A 161 i t y Attorney By: ity ministrator GENERAL MOTORS CORPORATION CHEVROLET DIVISION By Title: /rl,) /" Date: o C. CITY OF HUNTINGTON BEACH 2000 MAIN STREET CALIFORNIA 92648 OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/ REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH dhe l,-04 i Rai7r Div, Pe�r� D ion TO: ATTENTION: A(Z C e�w home DEPARTMENT: ,�w� Street �� 2;&W5&ezog� 3611 REGARDING: City, State, Zip See Attached Action Agenda Item Date of Approval lo - 5 -49 Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item. Remarks: Connie Brockway City Clerk Attachments: Action Agenda • Page Agreement ✓ Bonds Insurance RCA Deed Other CC: &w—, r�iswh,- eK v ✓ N- a 17 IJ Department RCA Agreement Insurance Other Name d/um tyi/. Department �r� RCA 40e-- Agreement Insurance Other Name Department RCA Agreement Insurance Other Name Department RCA Agreement Insurance Other Risk Management Dept. Insurance GTollowup/Letter9coverltr (Telephone: 71 A-53"227) • Y70)) (�Mf'\. sX^V- Council/Agency Meeting Held: (o— Deferred/Continued to: '�i(App ved ❑ Con 'tionally ATroved roved ❑ Denied e s Signature Council Meeting Date: June 5, 2000 Department ID Number: CS 00-016 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator orqd = =? --k. PREPARED BY: RON HAGAN, Director, Community Services ,- ,. ~ SUBJECT: APPROVE PROMOTIONAL CONTRACT WITH CHEVROLET---THF- ` OFFICIAL MARINE SAFETY VEHICLE OF SURF CITY, HUNTINC�TON-� BEACH > Statement of Issue, Funding Source, Recommended Action, Alternative Actlon(s), Analysis, Environmental Status, Attachments)] Statement of Issue: Should the city enter into a new three-year promotional agreement with the Chevrolet Motor Division which names Chevrolet as the "Official Marine Safety Vehicle of Surf City, Huntington Beach"? Funding Source: Not applicable; agreement saves the General Fund approximately $440,000 each year in vehicle acquisition costs (total $1,320,000 in savings). Recommended Action: 1. Approve promotional agreement with the Chevrolet Motor Division and authorize the Mayor and City Clerk to execute same; and 2. Approve Section 5 of the agreement which includes city's indemnification obligations to GMC. Alternative Action(s): Do not approve the Chevrolet promotional agreement, and appropriate $440,000 for the acquisition of twenty marine safety vehicles. Analysis: For the past six years, the city has had a promotional agreement with the Chevrolet Motor Division of General Motors Corporation that names Chevrolet the "OFFICIAL MARINE SAFETY VEHICLE OF SURF CITY, HUNTINGTON BEACH" in exchange for Chevrolet providing the city with free Chevrolet vehicles each year. The past agreement called for Chevrolet to provide the city with twelve vehicles. Because of the city's need for additional vehicles for marine safety, beach maintenance, enforcement, and parking, the new contract calls for Chevrolet to provide fifteen vehicles. In a separate agreement, Chevrolet will be the title sponsor of the city's Pier Plaza Presents concert series. Consequently, fifteen vehicles are involved in the promotional agreement and five will be secured with the Pier Plaza Presents sponsorship contract. • REQUEST FOR 0 COUNCIL ACTION MEETING DATE: June 5, 2000 DEPARTMENT ID NUMBER: CS 00-016 In exchange for providing the city with free marine safety vehicles, Chevrolet has been granted the exclusivity as the only automaker to call itseif "THE OFFICIAL MARINE SAFETY VEHICLE OF SURF CITY, HUNTINGTON BEACH." Chevrolet has also been granted exclusivity for promotional activities on the beach during special and specific events, excluding the US Open of Sung. Chevrolet also has the right to approve any auto sponsorship on the beach. Chevrolet may also use the city beach to film commercials for Chevy trucks or other General Motors vehicles upon prior approval of the city. A display area will also be granted to Chevrolet for promotional events associated with its vehicles. The city has found the Chevy S-10 truck to be the most versatile and durable vehicle that the city has used on the beach. Being in a salt -water environment, needing four-wheel drive, and subjected to blowing sand, etc., the Chevy trucks have performed in an outstanding manner. The trucks have been involved in many rescues and they provide the necessary versatility to handle the city's lifeguard equipment. The average cost of the vehicles is $22,000 each. The promotional agreement saves the city approximately $440,000 annually in vehicle acquisition costs. The city has the right to purchase the vehicles for other city uses at the change -out period if it so desires. The Chevrolet partnership has been extremely successful for both parties and staff is recommending that the city stay with Chevrolet for the next three-year contract period. Environmental Status: Not applicable Attachmentfs): RCA Author: RH:cr Chevrolet -2- May 30, 2000 3:49 PM • ATTACHMENT 1 05/30/00 TUE 15:33 FAX 805 3735412 GM tt WORKS 0002 PROMOTIONAL AGREEMENT This Agreement, dated as of the date of the last signature herein, is entered into by and between ChgWlet Motor Division_ Western Reeiari< GENERAL MOTORS CORPORATION, a Delaware corporation, having a place of business at 515 Mgrin Street Thousand Oaks, CA 913b0 ("DIVISION") and the City of Huntington Beach, a CalifolWa corporation, having a place of business at 2000 Main Street, H=inzQn_Beach, CA 92648 ("PROMOTER"). In consideration. of the promises hereinafter made to each other, the parties hereto agree as follows: 1. PROMOTION& CONSIDERATION DIVISION agrees to provide the consideration listed on Exhibit A attached hereto. PROMOTER, for its part, agrees to provide the promotional services and other consideration to DMSION listed on Exhibit B attached hereto. If vehicles are loaned to PROMOTER as part of the consideration identi tcd on Exhibit A ("the Vehicles"), then PROMOTER further agrees to the following terns and conditions: A. PROMOTER agrees to obtain and maintain, at its own expense, comprehensive automobile liability insurance covering all owned, non -owned and hired vehicles (except for the vehicles identified in Paragraph 1.13 below) with limits of not less than S5,000,000 per occurrence combined single limit for personal injury and property damage, including all statutory coverage for all states of operation. The PROMOTER will also provide comprehensive (fire and theft) and collision coverage on the Vehicle. Prior to delivery of the Vehicle the PROMOTER will provide DIVISION with a certificate of insurance evidencing General Motors Corporation as an additional insured, stating that such insurance is primary in coverage to any other insurance which may be available to General Motors Corporation, and providing at least thirty (30) days' prior written notice to DIVISION of cancellation, modification, or material change to the policy. B_ Upon receipt of the Vehicles, PROMOTER will execute and deliver to DIVISION a copy of the Vehicle Terms and Conditions and Vehicle Receipt (attached as Exhibit Q. Unless otherwise agreed to by DIVISION in writing, the Vehicles- will only be used by PROMOTER or its officers, directors, employees, agents or subcontractors_ PROMOTER agrees to obtain from each individual permitted to drive a Vehicle a signed copy of General Motors' Safe Driving Conduct Requirements (attached as Exhibit D). PROMOTER will retain the executed copy for a period of three (3) years and will provide them to DIVISION at DIVISION'S request. C. At the end of the term of this loan, or earlier if requested by DIVISION, the PROMOTER will return the Vehicles to the nearest DIVISION office or other such location as designated by DIVISION, in the same condition as delivered, reasonable wear and tear excepted. If a Vehicle must be repaired to restore it to such condition, then PROMOTER will pay DIVISION any costs incurred by DIVISION to recover the Vehicle and to repair it. if in Page 1 of 7 05/30/00 TUE 15:34 FAX 805 3735412 GH R WORKS 0 • 0003 DIVISION'S opinion, a Vehicle cannot or should not be repaired based upon General Motors Corporation's policy for repairing/scrapping damaged vehicles, then the vehicle must be returned to DIVISION and PROMOTER will pay DIVISION the Vehicle's value, based upon the following formula: the amount General Motors Corporation would have received if the Vehicle had been sold at auction the month the Vehicle was damaged based on a similar make and model year vehicle with similar mileage, as determined by GM NAO Fleet Operations Auction Results' report, less $4,000. D. Paragraphs 1.A., I .B. and 1.C. of this Agreement do not apply to Vehicles identified in Exhibit A as loaned to PROMOTER for static display purposes only ("Static Display Vehicles"'). If any vehicles are used as Static Display Vehicles, however, PROMOTER acknowledges that the Vehicles are, and shall remain, the property of DIVISION. PROMOTER agrees that: (a) the Static Display Vehicles are for static display purposes only, with the exception of minimal driving to move the Static Display Vehicles to and from the display site identified in Exhibit A; (b) PROMOTER shall not tamper, disconnect, or otherwise interfere with the operation of the odometer, emission control equipment, or any other cquipment; and (c) PROMOTER shall ensure that the Static Display Vehicles are maintained in a clean condition while on display. Each party waives all rights against the other, and against those holding render or through such party, for damages to the others' premises and property. Z. USEAND PROTECT ON OF TRADF�K AND OTHER INTELLECTUAL PROPERTY PROMOTER and DMSION acknowledge that each party owns certain names, trademarks, service marks, copyrights and other intellectual property ("Marks"), and owns or has certain merchandising rights in and to the Marks, and all goodwill associated with or symbolized by the Marks. It is understood that in promoting PROMOTER's activities, PROMOTER and DIVISION may make various references to the activities and may display the Marks of PROMOTER and DIVISION, and pictures of the activities. Each patty hereto grants to the other a nonexclusive, nontransferable license to use its Marks during the term of this Agreement and subject to the terms and conditiow hereinafter set forth, solely in connection with advertising and promoting any event or activity incidental hereto. PROMOTER and DIVISION must agree in writing as to the form and content of any promotional or advertising materials and the media in which such materials are to be used prior to their use, which approval the parties shall not unreasonably withhold; and such use may be subject to such reasonable conditions as either party may impose, including, but not limited to, conditions affording each party adequate protection of its Marks. Upon termination or expiration of this Agreement, both parties shall cease all use of the Marks of the other party as soon as practicable, but in any event within thirty (30) days unless the particular media which has been approved requires a longer lead time, but in no event longer than ninety (90) days. Neither party will impugn, challenge or assist in any challenge to the validity of the other party's Marks, any registrations thereof, or the ownership thereof. Each party wrill be solely responsible for Page 2 of 7 05/30/00 TUE 15:34 FAS 805 3735412 GH R WORKS (1004 taking such actions as it deems appropriate to obtain trademark, service mark or copyright registration for its respective Marks. All uses of or references to the Marks shall inure to the benefit of the respective owner, and all rights with respect to the Marks not specifically granted in this Agreement shall be and are hereby reserved to the respective owner. Neither party is granted any right or license under this Agreement to sell, or otherwise distribute for sale, any of the promotional or advertising materials, or item related thereto. If a party desires to sell, or distribute for sale, any of such materials or other merchandising or novelty items bearing the names, trademarks, copyrights or other intellectual property of the other party, then it shall request permission to do so from the other party, and if granted, the parties shall negotiate in good faith a separate licensing altreement covering such materials or items before they may be sold or distributed for sale. 3. EXCLUSNITY_OF PERFORMANCE During the term of this Agreement, there may be third parry sponsored events on promoter's property. Such third party events may have contractual obligations with promotional activities with other motor vehicles that may be in conflict with DIVISION's interestslpartnership. If such events occur, PROMOTER shall notify in writing, at least ninety days prior to the event, DIVISION and give DIVISION first right to participate as automotiveftruck sponsor for the third party promoted event. In the event that DIVISION chooses not to participate, in writing, in the third party promoted event, PROMOTER may allow third party promoter to provide sponsorship benefits including onsite signage and/or vehicle static display with other motor vehicles subiect to PROMOTER's and DIVISION's mutually agreed upon approval. 4. TERM. RIGHT OF FIRST RES06L The term of this Agreement shall commence as of the signing of this Agreement by both parties and cnd on the date set forth on Exbibit A, or if no date is indicated, upon completion of the obligations of both parties. If the term of this Agreement is more than one year, DIVISION may terminate this Agreement effective as of December 31 of any year by giving PROMOTER written notice of the termination prior to October 1. If PROMOTER intends to conduct comparable event(s) or promotional activities beyond the term of this Agreement, PROMOTER shall provide to DIVISION, at least ninety (90) days prior to the expiration of this Agreement, a written proposal for DIVISION to continue its sponsorship. DIVISION shall advise PROMOTER, in writing, at least sixty (60) days prior to the expiration of this Agreement, whether or not it will participate on the terms contained in PROMOTER's proposal. If DIVISION elects not to participate on the terns of the proposal and the parties are unable to negotiate mutually acceptable terms, then PROMOTER shall be free to negotiate with others, provided, however, that PROMOTER shall not offer terms to others which are materially different than those previously offered to DIVISION, without first otTering such different terms to DIVISION. 5. INL2EMNIFICATION Page 3 of 7 o5f3o/00 TUE 15:35 FAX 805 3735412 GH R WORKS 0 0 0 005 A. PROMOTER agrees to indemnify and hold harmless General Motors Corporation, its divisions and subsidiaries and their respective officers, directors, agents and employees, from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attomey fees and disbursements) ("Damages"), to the extent Damages arise out of: (1) PROMOTER's use or possession of any vehicles loaned to it by DIVISION; (2) the services performed or actions taken by PROMOTER, or those acting under it, in connection with this Agreement, including the operation and management of any event or activity incidental thereto; (3) the failure of PROMOTER, or those acting under it, to comply with the terms and conditions of this Agreement; or (4) DIVISION's use of PROMOTEWs Marks as authorized by this Agreement. B. DIVISION agrees to indemnify and hold harmless PROMOTER, its officers, directors, agents and employees from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including settlement costs), and expenses associated therewith (including the payment of reasonable attorney fees and disbursements), to the extent Damages arise out of: (1) the failure of DMSION, or those acting under it, to comply with the terms and conditions of this Agreement; (2) PROMOTER's use of DIVISION's Marks as authorized by this Agreement; or (3) defects in the design, assembly, or manufacture of any vehicle loaned by DIVISION to PROMOTER- C. The obligations to indemnify contained in this Section 5 will survive the expiration or termination of this Agreement. 6. INSURANCE A. PROMOTER shall maintain, during the tern of this Agreement, at its own expense, the following kinds of insurance with minimum limits as set forth below: Kind of Insurance (1) Commercial General Liability (including contractual liability) (2) Workers Compensation Minimum Limits $1,000,000 per occurrence combined single limit for personal injury and property damage Statutory (for all states of operation) including Employer's Liability with limits of not less than $500,000 B. PROMOTER shall furnish DIVISION with a certificate showing the applicable coverage, naming General Motors Corporation as an additional insured (except A(2) Workers Compensation), stating that such insurance is primary in coverage to any other insurance which may Page 4 of 7 05/30/00 TC�E 15:36 FAX 805 3735412 GH R WORKS [moos be available to General Motors Corporation, and providing at least thirty (30) days' prior written notice to DIVISION of cancellation, modification or material change to the policy. Such certificate shall be in a form acceptable to DIVISION and must be underwritten by an insurer satisfactory to DIVISION. PROMOTER's purchase of appropriate insurance coverage or the furnishing of the certificate shall not release PROMOTER from its obligations or liabilities under this Agreement. 7. CANCELLATION FOR BREACH: INSOLVENCY A. Either party may cancel this Agreement; without liability to the other party, if the defaulting party: (1) repudiates or breaches any of the terms of this Agreement; or (2) fails to make progress so as to endanger timely and proper completion of its services; and does not correct such failure or breach within ten (10) days, or such shorter period if commercially reasonable, after receipt of written notice from the non -defaulting party specifying such failure or breach. B. Either party may cancel this Agreement immediately, without liability to the other party, upon the happening of any of the following or any other comparable event: (1) insolvency of the other party; (2) tiling of any petition by or against the other party under any bankruptcy, reorganization or receivership law, (3) execution of an assignment for the benefit of the other parry's creditors; or (4) appointment of any trustee or receiver of the other parry's business or assets or any part thereof; unless such petition, assignment or appointment be withdrawn or nullified within fifteen (15) days of such event. C. In the event this Agreement is canceled, each party shall cease using the other party's Marks, and PROMOTER shall return those funds, if any, paid to it by DIVISION for services which have not yet been performed_ In addition, if vehicles are loaned to PROMOTER, PROMOTER shall promptly return the vehicles to DIVISION. 8. FORCE MAJEURE Any delay or failure of either party to perform its obligations hereunder shall be excused to the extent that it is caused by an event or occurrence beyond its reasonable control such as, by way of example and not by way of limitation, acts of God, actions by governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage or labor problems; provided the party claiming force majeure promptly notifies the other party of the event of force majeure. the anticipated duration of the event of force majeure, and the steps being taken to remedy the failure. Should the event of force majeure continue beyond thirty (30) days, or such shorter time period as may be reasonable under the circumstances, either party may terminate this Agreement, and DIVISION shall be entitled to a pro rats refund for sere m not yet performed by PROMOTER. 9. GQVE�fI,_ Q LAW ,SEVERABILITY This Agreement is to be governed by and construed according to the laws of the State of California. If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but ordy to the Page 5 of 7 05,,30i00 TUE 15:36 FAX 805 3735412 GM R WORKS a 007 0 extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this Agreement shall remain in full force and effect. 10. COMPLIAN!M W�aH LAWS Each patty will perform its obligations under this Agreement in compliance with all applicable laws, orders, or regulations of all appropriate jurisdictions. 11. NO IMPLIED WAIVERS Failure by either party at any time to require performancc by the other party of any provision hereof shall in no way affect the right to require full performance any time thereafter, nor shall the waiver by either party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of same or any other provision, nor constitute a waiver of the provision itself. 12. NO ASSIGNMENT Neither party shall transfcr or assign its rights, nor delegate its obligations under this Agreement to a third parry, without the prior written approval of the outer party. 13. RELATIQ ,,S,M.OF THE PARTIES PROMOTER and DIVISION are independent contracting parties, and nothing contained in this Agreement shall be deemed to create a partnership, joint venture or agency relationship between them, nor does it grant either party any authority to assume or create any obligation on behalf of or in the name of the other. 14. NOTICE Any notice required or permitted to be given by either party under or in connection with this Agreement shall be in writing and shall be deemed duly given when personally delivered or sent by registered or cenifed mail, return receipt requested, postage prepaid, expedited courier service, or by cable or facsimile, confirmed by letter, as aforesaid to the addresses indicated on Exhibit A, unless otherwise agreed to by the parties. IS. U91RE LGREEMEN1 This Agreement constitutes the entire agreement between the parties relating to the subject matter covered herein and cancels and supersedes all previous agreements bemTen the parties relating to the subject matter covered herein. Any modification to this Agreement must be in writing and signed by both parties. Page 6 of 7 05/30/00 TL'E 15:37 FAX 805 3735412 GR R WORKS 16. INCORPORATION OF EXHIBITS Exhibits A through D are attached hereto and incorporated into this Agreement by this reference. Any discrepancies or inconsistencies between the language in this Agreement and any Exhibit will be resolved in favor of the language in the Exhibit. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month and year first above written. GENERAL MOTORS CORPORATION CHEVROLET MOTOR DIVISION, WESTERN REGION: print ame ITS: ;Regional riot 1 marketing Manager ,// 01 Ricn itek print na TS: Assistant: Regional. Marketin& Manager REVIEWED AND APPROVED: City AdmI49trator CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ,•mmvnqsw�'-n . ATTE - City Clerk Z 008 ct APPROVED AS TO FORM: r ity Attorney Page 7 of 7 OVED: Services 05/30/00 TUE 15:37 FAX 805 3735412 GM R WORKS 009 Promotional Aft between General Motors Corporation and The City of Huntington Beach Txlubit A December 30,1999 DIVISION agrees to the following: 1. T]tis AV Bement shall commence upon Ianuary 1. Z000 and end on December 31. 200Z. Either party has the right to terminate this Agreement effective as of December 31 on any year by giving written notice of termination prior to October 1 of that year. 2. Provide 5 Chevrolet (courtesy Demonstration Vehides) 2000 model year, factory equipped DIVISION vehicles for use by the PROMOTER for beach patrol u rdts to serve as the "Of- ficlal VeluidW of the City of Huntington Beach. The PROMOTER will pick up vehicles at time and location determined by VIVISION. Models and option content will be determined and mutually agreed upon by both parties. 3. PROMOTER shall use descriptive copy and artwork for appropriate advertising and publicity items and wherever useful to maxintiu DW 51ON exposure. DIVISION reserves the right to ap- prove all materials prior to their publication, distribution or display. This includes but is not lim- ited to all publications associated with every major event, sponsored by the PROMOTED, that is held at the beach, except the US. Open Surfing Event held each year. PROMOTER will ensure that the positioning and possible exclusion of other auto manufacturers and/or other segment com- petitors for these' publications takes place, should the DIVISION deem necessary. 4. Any notices given pursuant to this Agreement shall be in writing and shall be sent by Certified Mail, postage paid, return receipt requested, addressed to the parties to be notified at the following addresses: DIVISION Attm ff� BmIev Regional Division MarketiAg Manager Western Region 515 Marin Street Thousand Oaks, CA 91360 PROMOTER Attu: &a He Director of Community Services City of Huntington Excel 2000 Main Street Huntington Beach, CA 92648 05/30/00 TUE 15:37 FAX 805 3735412 0 GM R WORKS 0 IM 010 Promotional Agreement between General Motors Corporation and The City of Huntington Beach Exhibit B December 30,1999 PROMOTER agrees to provide the following, subject to DIVISION'S prior approvaL• 1. Will grant DIVISION automotive exclusivity and recognize the DIVISION as the "Official Auto- motive Sponsor of Huntington Beach" and/or "Official Marine Safety Automotive Sponsor of Huntington Beach" 2. All public identification and recognition of the DIVISION during the PROMOTION will be made as follows: "Chevrolet Trucks, Official Marine Safety Vehicle of Huntington Beach", "Official Beach Patrol Vehicles", or "Official Vehicles of Huntington Beach" whichever is appropriate. 3. Prominent display of DIVISION signage and logos at all activities and displays, where appropriate. 4. The right to display DIVISION (vehicles) at various locations at Huntington Beach during the term of the contract. S. Space allocation of disvIays as agreed upon by PROMOTER and DIVISION. 6. Drive all DIVISION provided Vehicles to all site locations and display the Vehicles at all site activi- ties. 7. DIVISION logo/mme included in all advertising to the extent reasonably practicable. 8. The right to use all PROMOTER's logos in statements reflecting its sponsorship status in advertis- ing and promotional materials. 9. Fist tight of refusal for DIVISION to sponsor the City of Huntington Beach Pier Plaza Presents concerts for the life of the contract. 10. Huntington Beach will display one (1) DIVISION promotional vehicle on the pier with appropriate signage. PROMOTER will also provide and erect DIVISION nameplate/logo "Official Vehicle" sipage to be placed an the Pier Lifeguard tower. 11. DIVISION will be the sole and exclusive official veldcle of Huntington Be" and will be the sole automobile sponsored events on a short-term, special event basis. Huntington Beach will notify DIVISION of any such events in advance. This will exclude the U.S. Open Surfing event taking place between July 17-3 , 2000, July 16-29, tom and July 15-29, 2002 05/30/00 TUE 15:38 FAX 805 3735412 � GS R WORKS • 0 0 011 12. PROMOTER grants DIVISION the tight to eruct tents, temporary sipage (bwuwrs, pennants, etc.) and display up to three (3) cold air-ftUed balloons (twenty-five feet high) at mutually agmd upon beach locations in conjunction with PROMOTER sponsored events. PROMOTER and DIVISION will agme upon the slue and kxahan of ten� sigzwg% and display. 13. PROMOIF3t will provide upon DIVISIONs request two (2) product display spaces (30'x3(Y) lo- cated in mutually agreed upon high traffic areas on the Beach and/ or Pier in conjunction with Promotional Events. 14. PROMOTER shall provide DIVISION with a minimum of twelve (12) tickets and six (6) VIP park- ing spots to each Beach event sponsored by the PROMOTER that requires tickets. 15. Huntington Beach will maintain recommended manufacture maintenance schedules on all vehicles. 16. Chevrolet signage and "Official Marine Safety Vehide" decals will be permanently displayed on all vehicles. 17. PROMOTER will. return to DIVISION all Chevy Trucks (Vehicles) within two (2) days after the ex- piration of this Agreement. AU Vehicles must to be returned to a mutually agreed upon Iocation. 18. PROMOTER will provide DIVISION with two (2) proof of perforatance summary biAder(s) to in- clude, but not limited to, samples of printed materials, photographs of the vehicles showing tiw DIVISION signage, vehicle usage and any other materials that will show proof of this activity and value to DIVISION. 19. DIVISION agrees to accept PROMOTER's self-insurance certificate(s) to the extent PROMOTER self -insures for any of the insurance requested in the Agreement. Exhibit 0 Page 2 05/30/00 TUE 15:38 FAX 805 3735412 GM R WORKS Z 012 Promotional Agr+eenu nt between General Motors Corporation and The City of Huntington Beach Exhibit C December 30,1999 Vehicle Terms and Con4itious and Vehicle Receipt Chevrolet Division of General Motors Corporation ("DIVISION") agrees to loan the following VeNde to the undersigned from approximately January 1, 2000 to December 31, 20OZ on the terms of this doewnent and the Driver Conduct Form: MAKE: MODEL: VIN: PARTICIPANT'S NAME: Last First Mi. ADDRESS: Street City State PHONE: { I - _, - (home) { ) _ (work) DRIVIWS LICENSE NO.: State: Terms. The Vehicle is, And shall remain, the property of DIVISION. 2. The undersigned agrees that: (a) the Vehicle will not be utilized illegally, improperly, for hire, as a public conveyance or in any manner for any political purpose whatsoever, (b) the Vehicle shall be driven in a safe and prudent manner by insuze4 licensed drivers, eighteen (18) years of age or older, (c) the fined shall not modify, disconnect, or otherwise interfere with the operation of the odometer, emission control equipment, or any other equipment; (d) the undersigned will com- ply with the Safe Driving Condnd Requir=wals (Exhibit D), and (e) the undersigned shall be re- sponsible for all fines, forfeitures and penalties inmzred by reason of the use of the Vehicle. 3. DIVISION MAKES NO WARRANTY OTHFR THAN THAT EXPRESSED IN ITS NEW VEHICLE LIMED WARRANTY, A PRINTED COPY OF WHICH 15 FURNISHED WTTH THE VEHICLE. DIVISION authorises the undersigned to obtain, on DIVISION's behalf as owner of the Vehicle, such warranty service es is necessary And provided for under the new vehicle limited warranty. 4. At the end of the term of this local, or earlier if requested by DIVISION, the undersigned shall re- turn the Vehicle to the nearest DIVISION office or such other location as designated by DIVISION. DriveVs Signature: Date: Form 960326 (Exhibit 0 05/30/00 TUE 15:38 FAX 805 3735412 GM R WORKS Z 013 Promotional Agmement between General Motors Corporation and The City of Huntington Beach Exhibit D December 30,1999 General Motors' Safe Driving Conduct Requirements I understand that the loan of this Vehicle is subject to the following terms, and verify that I am 18 years of age or older. 2. Possess a valid operators license, display such license to the vehicle key issuer at each vehicle ex- change, and comply with all license restrictions. 2. Never drive while impaired by alcohol, drugs, medication, illness, fatigue, or injury. 3. Ensure the proper use of safety belts and child safety restraints for all occupants. 4. Obey all applicable motor vehicle laws, codes, and regulations. 5. Drive in a defensive manner, anticipating situations where incidents are likely to occur. 6. Refrain, at all tunes, from using radar/laser detection devices. 7. Plan trips by selecting the safest route, depart early enough to observe posted speed and traffic regulations, and will be mindful of current and forecasted weather conditions. 8. Report all incident/crashes involving damage to the vehicle, including reporting incident/crash to PSIS (a subsidiary of CIGNA Insurance) at VW04W-0154 and to the vehicle key issuer. (Direction is provided in the glove compartment of the vehicle.) 9. Prohibit use of the Vehicle by other parties, including family members. Furthermore, by signing this receipt and acknowledgement, I verify that I have not been convicted within the past 36 months of any of the following motor vehicle violations: 1. Driving white operators license is suspended, revoked, or denied. 2. Vehicular manslaughter, negligent homicide, felonious driving or felony with a vehicle. 3. Operating a vehicle while impaired, under the influence of alcohol or illegal drugs, or refusing a so- briety test. 4. Failure to stop or identify under a crash (includes leaving the scene of a crash; hit and run; giving false information to an officer). 5. Eluding or attempting to elude a law enforcement officer. 6. Traffic violation resulting in death or serious injury. 7. Any other significant violation warranting suspension of license_ Driver's Signature: Date: