The URL can be used to link to this page

Home My WebLink AboutFIRST NATIONAL BANK - 1997-03-03Council/Agency Meeting Held: G / � Deferred/Continued to: — proved ZI Conditionally Approved J Denied City Clerk's Sig ture Council Meeting Date: June 16, 2003 Department ID Number: CS03-024 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION 4J SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Administrator PREPARED BY: JIM B. ENGLE, Director, Community Serviced SUBJECT: APPROVE AMENDMENT NO. 1 TO LICENSE�4GREEMENT-.-WIT,H CALIFORNIA FEDERAL BANK (CITIBANK) Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: The agreement with Citibank (formerly California Federal Bank) for provision of automated teller machine services at Pier Plaza has expired. Funding Source: NIA Recommended Action: Motion to: Approve Amendment No. 1 to License Agreement with California Federal Bank (Citibank) to extend the term of the original agreement for the provision of ATM services at Pier Plaza, and authorize the Mayor and City Clerk to execute same. Alternative Actio(sl: Do not extend the License Agreement with Citibank , and rebid the provision of ATM services at Pier Plaza. Analysis: ATM services are an important component in Pier Plaza. They are of particular importance during specific events and activities downtown when participants need on site banking services. Citibank has provided these services since 1996, and have exercised their option to extend the License Agreement approved by City Council on July 1, 1996 for an additional five-year period. The city realizes an annual $20,000 in revenue from the agreement with Citibank. Staff recommends extending the agreement for another five years. Attachment(s): k,8 AMENDMENT NO. 1 TO LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CALIFORNIA FEDERAL BANK fh THIS AMENDMENT is made and entered into the d, — day of 7o,•, �P__ , 2003, by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City," and CITIBANK (WEST) FSB, a federal savings bank, Successor -in -Interest to California Federal Bank, a federal savings bank, hereinafter referred to as "Licensee." WHEREAS, City and Licensee are parties to that certain agreement, dated July 1, 1996, entitled "License Agreement Between the City of Huntington Beach and California Federal Bank," which agreement shall hereinafter be referred to as the "Original Agreement," and The Term of the Original Agreement may be extended by mutual written agreement of the parties; and City and Licensee wish to extend the Term of the Original Agreement for an additional five-year period, NOW, THEREFORE, it is agreed by City and Licensee as follows: l . EXTENSION OF TERM The Term of the Original Agreement is hereby extended for an additional period of five years. The Original Agreement shall now terminate on August 10, 2008, unless earlier terminated as set forth therein. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions of the Original Agreement shall remain in full force and effect. 03agTmical fed bank/2R6103 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their authorized officers on the date first above written. LICENSEE: CITIBANK (WEST) FSB, a Federal Savings Bank By: print name ITS: (circle one) Chairman/President ice President AND LM print name ITS: (circle one) Secretary Chief Financial Officer-Asst. Secretary - Treasurer REVIEWED AND APPROVED: Cit, dministrator CITY: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ATTEGE City Clerk 1 A91c 3 APPROVED AS TO FORM: �L-City Attorney fl,P 1 INITIATED AND APPROVED: L) �- Z 4 - �, 4 L Dire or f Community S ices 03agreelcal fed bank:2/26:-"03 PA CERTIFICATE OF SECRETARY I, JOHN E. GUNTHER, duly elected, qualified and acting Corporate Secretary of Citibank (West), FSB, hereby certify that the following resolutions were duly adopted by the Board of Directors of Citibank (West), FSB on November 5, 2002, that the resolutions are still in full force and effect, and that Wayne Bartlett and John Nelson are Vice Presidents of Citibank (West), FSB by the adoption of one or more of the following resolutions: RESOLVED, that any employee of the Bank of grade level li or above is an Officer of the Bank without the necessity of further Board action: and be it Further RESOLVED, that all proposed officers submitted on the lists at Tab 6 of the Board Book by First Nationwide X-fortgage Company, Citiil•1:ortgage, the Commercial America are elected to the offices of the Bank as set forth opposite their respective names. I further certify that the following resolutions were duly adopted by the Eaecutivc Committee of the Board of _Directors of Citibank (West), FSB on November 22, 2002, that the resolutions were ratified and approved by the Board of ;directors of Citibank (Wesi-�, PSI) -w fanuan? 1, 2003 and that the resolutions are still in full force and effect: RESOLVED, that any officer of the Bank at the level of rice president (or equivalent.) or higher, or the rlesignee(s) of any such officer, is hereby authorized to sign, execute, acknowledge, verify, deliver, or accept on behalf of the Bank agreements, contracts, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and all other instruments or documents. RESO.LV—ED FURTHER, that ifl th;- igning of any i'_isivar.ent oL document under this resolution it shall not be necessary to affix the corporate seal of the Bank, and such signing shall have the same effect as if the corporate seal had been affixed. IN WITNESS WHEREOF, I have hereunto subscribed my name and affix the seal of this institution this 61h day of May 2003. 4 Cg-n,6&_ OHN LGUNTHER _RZTARY t banK May 14, 2003 VIA UPS City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: Cheryl Robinson RE: Lease Renewal 325 Pacific Coast Highway Huntington Beach, CA Dear Ms. Robinson, Citibank (West), FSB 655 !_Iniversiry Avenue Suite 110 Sacramento, CA 95825 Writer s Direet Line (916) 923-4581 Enclosed is a certified copy of Certificate of Secretary. Please note that the certificate allows that any officer of the level of Vice President is authorized to sign contracts, agreements (such as the license agreement for the ATM at the address referenced above). If you require any further assistance, please call me. Thank you. Sincerely, Helen Volk Vice President Enclosures cc: John Harrington (with enclosure) Amember of citigrour L1ar-26-2003 02:55pm From -CAL FED BANK 1 161683345Br T-603 P-903/004 F-054 )9/26/6S Wo 16:30 FAX 71$24818D4 l,5k,4f774"/ - 212 - 2 2521 P.B3/10,3 hl—?S-'�083 14 = S2 AON R1! Sum cmucm So" # Sa5948 AM WAKSM MOIE S. me. OF In,Y, "Mp o wwa IMPORMYMN Y ci RDan SON CCR:IFD Nm,QSA. t7�lB�l AO1�S 111d'r D ALTER THE COVERAM BY 7HE � 52! PAM1E9 AFP0F=W COVERAGO WW VW K. NY I oo17 v""+r CRIGOIiP R�ISUAAAICL U.4.r INC. pmcue. "64 7 FJ1�48aB'd67.76r3T WF COWANY C11 WWLW INN AND ffS SURLDIAMAt IA INC6 CfM" vvw 40WANY oro CORFORAM INSURANCE a WGKMAWGEMENT c are coup? MUOAE is FU ZONV 2 gai n L OM ISLAALO Cry, NY li in d 17.0 i YO THAT TM POLL= OF INSURAW9 L, sm BELOW Kwe em 19 WO YO MSLI = NAMED AWM FtRTHE PQUrY F'A M )1�tCAYBl. MibMG ANY RS , Tp�W 0R O N CF AW CONYRACT QFt QOC I EW wMH FL89'F.R►TTo WHM T"s COMPICAM � OR Mnr � Top'M Nc APF eS IT T# 0 vouc�s �D #LF 1S Sl1EiJ£Ct TO ft1. T�iE Tr�+.g. � AND Lro�p6 OF &L1CH POUC" LUM $**M MAY XWESM FIEDLIGM SYPAW CL va p T1'� CP MBLIMNCK POL OV NLFMIlBR ppMn *orOG l ILam iaAf�LUTr OBtYSW1L/►OCg90M1� i ra4aa i 1 maw X GMMPZK 08MM L AMUW CAM Mp�=]k' oo c�oo�m� aT�au�oo� mrotr,�oaa �ACVMAW j 1000.000 owN¢sL� � e�.�as vFtoT oaae j I,aoO a0D ar1� cawwla aRa r)a i a0ci [1Q0 bwVP ampNOM s IWiOMIOp��FTI� AWAUTO lcfxliE,YO:d�IN�lAM1s' s ALLOW'NMAUTOa scraux"DAUT08 iO ;6v ENA W 0t wooe) s 1yqwDAwfty 1�1wi•OWNL� AUTrfs — VED r° FORM: Apr YV INULAY s ra►wroa r; c r.IA131 A► V AM � , City o j zurc a�Y• � Aaaroea+r z m►a erzw,►vro eNLr. l�+nC01aENr : AOt1�tM7H i am I.IASRR1r OGAi1FYt81 3 �GCa1iEdA�B i VMGJvuArww i OTI�i TitWi LAApi�W FOAM � 7'!1 r F� EL EM M AC#CU3PAV E s1AbILi17 1MY W4 MCL � �4 EL0LBFAlV-PdLJW6WiR z BLDIiP�fB•44 FiMIPLDT:G i �rfl1ER ft 30 PAL'IM COAST MNY., 4UMMM14 BOON, CA #iot,p K rM OFF06 t8, UWU21M AND AtiMM AW urtclutra'<n AS ADDff 0NAL INSIAWD MH PA6Pr%=Q TO THE LEASe GREEMIIM FOR INE AWVE M8aX*Sb LOCArlOK Jim 7NR" AMav we ^VWO O=M= POLCM U Tip 7W GTY MUNTNO010 VEACFI =00 MAIN W, CUWWMN VM TMOti TVA =W a CQ~ V&6 iAL1AWM IV SM aLawl 10i I i1d11Ci ro rii4 GeR>rncatE NOLAaIt N�� m � i,1�. hiUN nHW'CN 9EACH, CA 9160 DW OwiaLM sn dM=r XN4&WHVMS NO 06AX14"* VP M LNV Go A" � OAOA Too CiiilrAMT, 00 IiiRM on Rumsmufow wow w �= 'iorAi. P. 03 Mar-26-2003 -- 13/gB,l63 - WW rIPO-25-20M 02_56pm From -CAL FED BANK 16:34 PAZ 7192461854 14i%2 Flesucs 18166234565 f "�-803 P.004/004 F-054 uuxr 4600 /--�ctrE'A' 212 792 2S= P-W./W „+uxnnna >au1:>i:R Serial � SD33aB �sse�l� ►� ►aWIN W Aam PAK St�kS� IpC. D : f. T1ila C RiiPIQA � E, USTHM AVF.IwWB �H 4W YWK xY 1 w7 COMPAHMA&CIONOCOMAGE Ugm, MR N117+475 va WA w -Tuv CaaVW AMOWjAX NOW A8WAMCW 00~ A ti0I~$ t1 INSURAIM COMPANY STATE OF FEND CMIGROUP INC. AND ITS SU551DIARM Mk. CITIBANK 1HMr = C[7RFORAIG WOURANM 8 F?JGK MANAGEMEf+1Y cempAwil 14UNM NATONA4 INS, Co. C ONC COURT SQUARE 19 W ZONE 2 LONG IE~AMD CITY, NY 1110 NAT OVAL UKION FIRS AIS. CO, Tina 7t1A7 TFII: P C aF US= I3O•Dw- ww8 BSLN 70NAM ABOIV!! P=TH9 PQ= PMW AR�iEp. f�f0�1MITH'STAt�10Y�I0 � R�l�• Tiffµ OA � �I' OONiEiACT � pMf�A gJwT WI7FI R86Pt�GT � 1NWICH TrES CERRPICATE MAY aE MUOD OR Mt►Y PIEUitlN TIC *AM WM APFORM 5 V TM PC4.ICO 1165CM0 "OM W t6 5ut3 wr TUA L i a TERM. w ot.{=Ma Jute CANpIT m 01ti a1Jc.M P'w2K Uwe SFIOWN Mix WWB sn" Raw= By PAC CLAWS. It TYPE OP naipArim Miry [ietm= � (1laWOAMH A��'�! LJ"" GEMERALIJABli1T1f p�i@W.AGaRE1Wt@ i NI�RGIst.dE1�1L1aHiLlf1' •f70MmIOPAra i t7AMOMAX xWR POOMPIAL♦ AM INJLM 61 awrr� is � wovr OCC[Ip e t+IRT MpAI1QE [ air i 1eEpF� aasOMson) t AIJ►OIo[gAtlFI.aA$W11r 1IfrrA= (WA"t7D0.!' ce a�oelMclttI,AGr i 1.ODQ.S>QC NO AIM W494M (VA) oos rl+ 1 �m vo<soaD i ALL QAq► W) AUM SCHEOWUPAUM su"V o A} 04%= Ki. OTHER WAY" ppotLYuy�lr s Ft w J[L = NCIw MMI AUMS ft mcd" PlaoOMM MAIM 1 s tiIIRA�1,1Ase17t1rMTD AN�'JIU'tn AS TO FO ZM. ,- ,M09LY-Oft ACCFJNW m trI�Y�IAu+aaan j NTF R WoGRATH, AcdtEOtYe = LIA9 Llyy SMas MOLE s I[R!t►rg y [ww*.LLAFORM t +Js► wdlwsse[W 07101ri= 07101=03 AiMM si p s 1.000 if Wm�r W :00 R� "MIS" a.-PouwrWAIT s o am rr [st�7►s/E - iNPLO.' r 1, 000 s� iA ray oarw 3 PACIFIC GCMT Hwy., UNTINGTON BBACM. CA or %ER7;Gi lo'S tztt alYR, rm OFF=-M. a Mftonw AND A09W8AR6 t1UCAUDO As ARAITIGt1 AL WBU FWD FORAUrC UAI K Wf ONLY WrW IEW9CC4 Tp YHE LBABE AGREWEN[ FW T P. A11046 McWn%ldb LWATXX GH9" Ash► OF IN AMEM oaaPOLIM am as eMurp soon Tom INS CfTY "uNTttwG'I!+Ofri ISGAON 0WMV on OW9 THERM "16 IMLOW COMPA l ws,L WDS. OR TO UAL "M MAIN ST. f -, cav War" IaO I =T0 TM SSftT1rRCAYB IIOUIp1 ioww To 70 wt HUMiIVOriCN REACH, CA 6?r646 Mr >ri[UMIG IA"XIM amm "" ti = Beamanift attu" Llw 011 AIN WO rMAN TiA , fM ANON 04 RDAC3W&MR. J�Asr1� ar P�+GNorG va PtcJl►TestaT:o+iwJp 2W 2WAIJIM&W0001 4� sd 'i, INSURANCE AND INDEMNIFICATION WAIVER HB �. MODIFICATION REQUEST 1. Requested by: Jim B. Engle, Director, Community Services 2. Date: May 29, 2003 3. Name of contractorlpermittee: Citibank 4. Description of work to be performed: Provision of ATMs in Pier Plaza 5. Value and length of contract: five years. $20,000 annual revenue 6. Waiver/modification request: No amendment to cancellation clause 7. Reason for request and why it should be granted: Federal Bank is not allowed to amend the clause 8. Identify the risks to the City in approving this waiver/modification: No appreciable risk 2 9,a 3 Date: - Approvals must be obtained in:ahe-order listed on this form. Two approvals are -required fora request to be granted Approval from the City Administrator's.Office is only required if Risk Management and the City Attorney's Office disagree. 1. Ris Management Approved ❑ Denied (o J ignature15aie 2. City Attorney's Office Approved ❑ Denied `fit Signature Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved; the cornpleted %"ie6 modification request is. to be submitted to. the City.Atto ney's Office along with.the contract for approval :Once the contract has been approved,; this -form is to._be-filed with;the,Risk Management Division of Administrative Services rinriimant4 .ri194190(13 4.41 PM CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK March 17, 1997 Helen Volk, Vice President California Federal Bank, FSB 135 Main Street San Francisco, California 94105 CALIFORNIA 92648 The City Council of the City of Huntington Beach at the regular meeting held March 3, 1997, approved the Consent to Assignment between between the city and First Nationwide Bank of the License Agreement involving the city and California Federal Bank for installation and operation of an automated teller machine in Pier Plaza. Enclosed is a duly executed copy of the agreement for your records. Sincerely, &Xx�� Connie Brockway City Clerk Enclosure: Agreement G:fb11oi up:agrnitltr/Ca1FcdBk Ijc (Telephone: 714.536.5227 ) Council/Agency Meeting Held: 3 g7 Deferred/Continued to: GY(pprovveed ❑ Conditionally Approved ❑ Denied 9�' f O " City Clerk's Si ature Council Meeting Date: March 3, 1997 Department ID Number: CS 97-009 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator PREPARED BY: RON HAGAN, Director, Community Services A__� SUBJECT: CONSENT TO ASSIGNMENT APPROVAL FOR ATM Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Statement of Issue: There is a need to approve an assignment to First Nationwide Bank of the banking kiosk agreement for Pier Plaza that Council approved July 1, 1996. Funding Source: Revenue generator for the General Fund. Recommended Action: Approve the Consent to Assignment between the city and First Nationwide Bank of the License Agreement involving the city and California Federal Bank for the installation and operation of an automated teller machine in Pier Plaza, and authorize the Mayor and City Clerk to execute same. Alternative Action(s): Do not approve the assignment, and terminate the License Agreement with California Federal Bank to operate a banking kiosk/ATM within Pier Plaza. Analysis: On July 1, 1996, Council approved a License Agreement between the city and California Federal Bank (Cal Fed) that would allow Cal Fed to build an ATM kiosk within the Pier Plaza project. Cal Fed agreed to pay the city a minimum rental fee plus a percentage of the service transaction fees for the public using the ATM. Subsequent to the approval of this License Agreement, First Nationwide Bank (First), a federal savings bank, purchased Cal Fed. First will continue to use the name "California Federal Bank" at the ATM kiosk, however, the License Agreement must now be assigned to First in order for them to build and operate the ATM. The city had solicited proposals, and the Council Subcommittee, upon staff's recom- mendation, chose Cal Fed as the best proposal. The minimum rent is $12,000 annually with a potential for $60,000 to $70,000 per year based on percentage rents. This item is a key financial component of the Pier Plaza project. It is also a key component of providing E - 7 'WEQUEST FOR COUNCIL ACION MEETING DATE: March 3, 1997 services to the public within the Pier Plaza Consequently, staff is recommending Council Nationwide can proceed with the ATM kiosk construction of the Pier Plaza project. Environmental Status: Previously approved. DEPARTMENT ID NUMBER: CS 97-009 project, especially during special events. approval of the assignment so that First at the same time that the city begins 0023482.01 -2- 02/13/97 11:22 AM CONSENT TO ASSIGNMENT The City of Huntington Beach, hereby consents to the assignment to First Nationwide Bank, a Federal Savings Bank, of the License Agreement involving the City of Huntington Beach and California Federal Bank, FSB, dated July 1, 1996. The subject matter of the underlying contract is as follows: License to use space within the Pier Plaza for the installation, maintenance and use of an Automatic Teller Machine as more specifically described in the License Agreement between the City of Huntington Beach and California Federal Bank, attached hereto and incorporated by reference as Exhibit "A." EXECUTED this 3 r a day of rt a r r h , 1997. FIRST NATIONWIDE BANK, a Federal Savings Bank * By: CJ�CJ r�Cr y 9 L- print name ITS: (circle one) Chairman/Presiden ice President r print name ITS: (circle one) Secretary/Chief Financial Office sst. Secre Treasurer To be Known hereafter as California Federal Bank, A Federal Savings Bank CITY OF HUNTINGTON BEACH, A municipal corporation of the State of California P�-' at - -...o � � = Mayor q qy Pr11111i*31111 APPROVED AS TO FORM: . F City Aft -��APTAOVED ATE JmpWattymE9c/a991gnm111rb97 �1,-,t-A-J 7Zo 4 .1 -_-: DATE jMMIODIYY) ��D■sE L --••rd7Y�� -FItR� �� .: - .... -- - _- _ : P..Al ..7. .:.:> 29-JAN-1997 .::....:...........::........ > ... .::... ....... ., .....:............. PRODUCER 22359 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Willis Cor roon Corporation of New York ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 7 Hanover Square HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR New York NY 10004-2594 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. 1212) 344-8888 COMPANIES AFFORDING COVERAGE COMPANY Continental Casualty Company Joseph McCarthy A _ _ ]]] INSURED ,313/C�71 COMPANY Transportation Insurance Company California Federal Bank, FSB COMPANY C 135 Main Street lsdD ! a San Francisco CA 94105 COMPANY f 71 - D CQVEiiAIL - . 3.:....... .................................................:.:..:....:.:.:.:::........:......:......................................................................................... THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED,NOTW ITHSTANDINGANY REQUIREMENT,TERMORCONDITION OFANYCONTRACTOROTHERDOCUMENT W ITHRESPECTTO WHICHTHIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS LTR I i DATE (MMIDDIYY) I DATE (MWDDIYY) I A GENERAL LIABILITY L157359471(DOMESTIC) 01-JUL-1997 ,GENERAL AGGREGATE s2,000,000 103-JAN-1997 I3057359468(CANADA) 101-JUL-1997 X A COMMERCIAL GENERAL LIABILITY 03-JAN-1997 PRODUCTS-COMP/OP AGG Is 2,000,000 CLAIMS MADE i X I OCCUR I I PERSONAL & ADV INJURY IS 1,000,000 OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE S 1 , 000, 000 Excl . Prod. Liab. I FIRE DAMAGE (Any one lire) s 500,000 X I I MED EXP (Any one person) IS 50,000 for Co l emani[IMar i d i an AUTOMOBILE LIABILITY I SINGLE LIMIT ANY AUTO { i (COMBINED IS ALL OWNED AUTOS 1:.'G F0RIA:. BODILY INJURY S (Per person) SCHEMILED AUTOS APPF.0"I 3 AS HIRED AUTOS GAT' (BODILY INJURY $ NON -OWNED AUTOS i Olrp-_ _y _� ,^�; i; --I (Per acclaent) IF B PROPERTY DAMAGE S l i I I I OARAGELIABILITY s AUTO ONLY • EA ACCIDENT S ANY AUTO I OTHER THAN AUTO ONLY: - EACH ACCIDENT IS n- r• rr i : r n; - �j �D AGGREGATE Is ( EXCESS LIABILITY I 1 !EACH OCCURRENCE S UMBRELLA FORM I I AGGREGATE Is OTHER THAN UMBRELLA FORM S B 4VORKERB COMPENSATION AND OC 161787930(RETRO 1) 1 03-JAN-1997 01-JAN-1998 X 1 WC Y UI OTH•�::._ EMPLOYERS' LIABILITY A WC 161787944(DED 1) 03-JAN-1997 01-JAN-1998 EL EACH ACCIDENT s 1,000,000 THE PROPRIETOR/ INCL I I EL NSEASE•POLICY LIMIT 'S 1,000,000 ' PARTIrERS/ExEC:ITIVE OFFICERS ARE: EXCL I EL DISEASE -EA EMPLOYEE I S 1 , 000, 000 B OTHER GL 161787958(MONO 1) 03-JAN-1997 01-JAN-1998 Each Accident $1,000,000 A Employers Liab. GL 161787961(PR 1) 103-JAN-1997 01-JAN-1998 I DIE. Pol. Limit $1,000,000 A Atop Gap GL 166796975(CANADAI) iO3-JAN-1997 01-JAN-1998 pis. Ea. Empl. $1,000,000 DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLEBIBPECIAL ITEMS SEE ATTACHED FIII3FICA1 HOLDER::. CAN �.I�A IDN..... ...:.:....... .:. ...: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE C ITV OF HUNT INGTON BEACH, ITS OFFICERS, AGENTS I EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL JKK~46 MAIL EMPLOYEES ATTN : COMMUNITY 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, SVS. DEPT. RON HAGAN r IVNIlg4( Ilid�BliX�lS�fiIf�ISi(fSi4�liAfK�llfxf 2000 MAIN STREET(x xiµ IIx4iV1�1Vlt4I<i�tx�6ifKx1<1'>'Al!111<ifMXMiii HUNTINGTON BCH. CA 92648 A TH BENT :: I ::. ..:.. :.: :.... ACQI(lQ< g S 1l98 i4Lr .. ....:: ---------- NiPORA IOt�E.a98S>: +wauS p: ISSUE DATE (MM/DD/YY) :.....l#�aE :dl~.:- rI 29-JAN-1997 RTIF! INSURED California Federal Bank, FSB 135 Main Street San Francisco CA 94105 PRODUCER Mullis Corroon Corporation of New York 7 Hanover Square New York NY 10004-2594 (212) 344-8888 Joseph McCarthy THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS. POLICY EFFECTIVE POLICY EXPIRATION TYPE OF INSURANCE POLICY NUMBER I DATE (MM/DD/YY) I DATE (MM/DD/YY) i LIMITS DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS THE CITY OF HUNTINGTON BEACH, ITS AGENTS, OFFICERS AND EMPLOYEES ARE INCLUDED AS ADDITIONAL INSUREDS AS THEIR INTEREST MAY APPEAR AS RESPECTS TO THE ACTIVITIES OF THE NAMED INSURED FOR THE DEVELOPMENT AND OPERATION OF CALIFORNIA FEDERAL BANK'S ATM KIOSK LOCATED NEXT TO THE HUNTINGTON BEACH PIER WITHIN THE PLANNED PIER PLAZA AT PACIFIC COAST HIGHWAY AND MAIN. THE CITY OF HUNTINGTON BEACH,ITS OFFICERS,AGENTS EMPLOYEES ATTN: COMMUNITY SVS. DEPT. RON HAGAN 2000 MAIN STREET HUNTINGTON BCH. CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL WROMINNNO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT. LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CALIFORNIA FEDERAL BANK TABLE OF CONTENTS Page 1. AGREEMENT OF THE PARTIES 1 2. ORIGINAL TERM 1 3. OPTION TO EXTEND 2 4. TERMINATION 2 5. TERMS AND CONDITIONS 3 6. HOLD OVER 3 7. FEE 3 8. BOOKS AND RECORDS 4 9. STATEMENT OF TRANSACTIONS 4 10 PERMITTED USE 5 11. INSTALLATION 5 12. OPERATION OF THE ATM 6 13. PAYMENT OF UTILITY CHARGES 6 14. PERSONAL PROPERTY TAXES 6 15. REAL PROPERTY TAXES 6 16. MAINTENANCE 7 17. SECURITY LIGHTING 7 18. ALTERNATIONS AND LIENS 8 19. INSPECTION BY LICENSOR 8 20. SURRENDER OF PREMISES $ 21. INSTALLATION AND REMOVAL OF TRADE FIXTURES 9 22. TRADE FIXTURES AS SECURITY FOR LICENSE 9 23. UNREMOVED TRADE FIXTURES 10 24. SIGNS 10 25. PARTIAL DESTRUCTION _ .11 26. TOTAL DESTRUCTION 11 27. INSURANCE PROCEEDS 11 28. ABATEMENT OF FEE 12 29. CONDEMNATION COMPENSATION 12 30. RELOCATION AND ASSISTANCE 13 31 SUBLEASING OR ASSIGNING AS BREACH 13 32. ABANDONMENT BY LICENSEE 14 33. DEFAULT BY LICENSEE 15 34. INSOLVENCY OF LICENSEE 15 35. CUMULATIVE REMEDIES 15 36. WAIVER OF BREACH 16 37. FORCE MAJEURE - UNAVOIDABLE DELAYS 16 38. CARE OF PREMISES - MAINTENANCE DEPOSIT 16 continued on next page EXHIBIT A jm plklcalfed; Cl26l96 TABLE OF CONTENTS CONTINUED 39. SECURITY DEPOSIT 40. EMERGENCY CLOSING OR CLOSING 41. DELIVERIES OF SUPPLIES 42. NOTICE 43. LICENSEE'S RIGHT TO RENEGOTIATE 44. INSURANCE HAZARDS 45. WASTE OR NUISANCE 46. COMPLIANCE WITH LAW 47. BINDING ON HEIRS 48. PARTIAL INVALIDITY 49. SOLE AND ONLY AGREEMENT 50. TIME OF ESSENCE 51. INDEMNIFICATION/HOLD HARMLESS 52. WORKERS COMPENSATION 53. INSURANCE 54. CAPTIONS 55. RELATIONSHIP OF THE PARTIES 56. ATTORNEY FEES 57. ENTIRETY Paste 17 17 17 18 18 19 19 19 20 20 20 20 20 21 21 22 22 22 22 jmpAdca1[edl4126i96 • 0 LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CALIFORNIA FEDERAL BANK THIS AGREEMENT is made and entered into thisje�Lday of , 1996, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation of the State of Califomia (hereinafter referred to as "LICENSOR"), and CALIFORNIA FEDERAL BANK, a federal savings bank, a federally chartered savings bank, having a principal office and place of business in Los Angeles, California, (hereinafter referred to as "LICENSEE"). WHEREAS, LICENSOR owns certain real property (hereinafter referred to as the "Premises"), in the City of Huntington Beach, and LICENSEE desires to license the aforesaid Premises in the manner set forth below. NOW, THEREFORE, the parties covenant and agree as follows: SECTION 1. AGREEMENT OF THE PARTIES LICENSOR grants a License to LICENSEE to use space within the Pier Plaza (the "ATM location"), selected by the LICENSOR and LICENSEE and shown on Exhibit "A" attached, at the premises identified herein (the "Premises") -for the installation, maintenance and use of an ATM as provided in this Agreement. LICENSEE agrees to furnish an ATM for use at the Premises, and to install, operate, maintain, service and repair the ATM (including any replacement ATM) as provided in this Agreement, and to pay the fee provided. SECTION 2. ORIGINAL TERM This License shall be for a term of five (5) years commencing at 12:01 A.M. on the date the City approves a certificate of occupancy, and ending at 12:01 A.M. five (5) years from this date, unless sooner terminated as herein provided. jmpWca1fcdl4126196 0 • SECTION 3. OPTION TO EXTEND LICENSEE is hereby granted and shall, if not then in default under this License, have an option to extend the term of this License for an additional period of one five (5) year extension by mutual agreement only from the expiration of this License , exercisable by LICENSEE with City Council approval upon no less than six (6) months prior written notice, on the same terms, covenants, and conditions and subject to the same exceptions and reservations contained in this License . The -City Council's approval to LICENSEE's exercise of an option to extend the term of this License shall not be withheld if LICENSEE is, at the time of the exercise of an option, in full compliance with the terms of this License . SECTION 4. TERMINATION This Agreement may terminate under any of the following circumstances: 4.1 Upon expiration of the Term unless the Term shall have been extended by written agreement between the parties. 4.2 Thirty (30) days after notice from LICENSEE to LICENSOR, if cash withdrawal transactions total less than 3600 in each of two (2) consecutive calendar months. 4.3 Ten (10) days after notice from LICENSEE to LICENSOR, if an agency of the United States or California government having authority over the banking operations of LICENSEE promulgates a rule or regulation prohibiting LICENSEE from providing the ATM services contemplated by this Agreement. 4.4 if either party shall default in the performance of any obligation to be performed under this Agreement and (a) such default is material; (b) the default is not cured within twenty days of notice from the non -defaulting party; and (c) the non -defaulting party give notice of termination after the expiration of the cure period. 2 jmp/Wcalfedl4126196 • SECTION 5. TERMS AND CONDITIONS LICENSOR may upon three (3) days notice in writing to LICENSEE for License fee and thirty-'(30) days notice in writing to LICENSEE for covenants, terminate this agreement and the License granted herein without liability to the LICENSOR in the event of failure of LICENSEE to comply with any of the terms or conditions or agreements hereof, or when public necessity so requires. In the event of termination, LICENSEE shall be allowed fifteen (15) days after notice within which to cure the failure or default which gave rise to such termination; provided, further that if the nature of LICENSEE's default is such that more than fifteen (15) days are reasonably required for its cure, then LICENSEE shall not be deemed to be in default if LICENSEE commences such cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion. SECTION 6. HOLD OVER Should LICENSEE hold over and continue in possession of said Premises after expiration of the terms of this License or any extension thereof, LICENSEE's continued occupancy of said Premises shall be considered a month -to -month tenancy subject to all the terms and conditions of this License . SECTION 7. FEE LICENSEE agrees to pay to LICENSOR as License fee for the use and occupancy of said Premises or any other electronic banking facility an annual minimum sum of Twelve Thousand Dollars ($12,000) payable in rnonthly installments or a sum payable monthly based on a cumulative annual gross according 3 imP&1ca1fedl4l26!96 to the following schedule. Number of Transactions[Month Less than 5000 5000-6,999 7000 or more Annual Rate Payable Monthly Surcharge not -changed $12,000 $15,000 $24,000 Annual Rate Payable Monthly if 50 surcharge charged $20,000 $45.000 $60,000 The License fee specified in this section shall be paid by LICENSEE to LICENSOR at 2000 Main Street, Huntington Beach, California, 92648, or at such other place or places as LICENSOR may from time to time designate by written notice delivered to LICENSEE, within fifteen (15) days after the end of the calendar month during which the gross sales on which it was computed were made. A late charge equal to ten percent (10%) per month shall be added on the 10th day after any payment hereunder is due, but unpaid. Any revenue from the use of the ATM in excess of the License Fee shall be retained by LICENSEE. SECTION 8. BOOKS AND RECORDS LICENSEE shall at all times keep or cause to be kept at 1515 Walnut Grove Avenue, Rosemead, CA 91770 full, complete, and accurate records and books of account showing the total number of transactions as defined in this Article made each calendar month in, on, or from said Premises. LICENSEE agrees to maintain for a penod of three (3) years following the close of each calendar month all records and books of account and all transaction records showing or in any way pertaining to the number of transactions made in, or from said Premises during such calendar month. SECTION 9. STATEMENT OF TRANSACTIONS At the time specified in Section 7 of this License for the payment of the License fee specified in that section, LICENSEE shall deliver to LICENSOR a true and accurate statement signed by LICENSEE or by an authorized employee of LICENSEE showing the total transactions made during the preceding calendar month in, on, or from said Premises and the amount of License fee then being paid calculated on such transactions pursuant to this 4 jmp/k/calfed/4/26/96 0 License . LICENSOR may at any time within three (3) years after receiving any such statement, at its own cost and expense, cause all books, records, and transaction receipts described in Section 8 of this License for the calendar month purportedly covered by the statement to be audited by a public or certified public accountant selected by LICENSOR. LICENSEE shall on receiving written notice of LICENSOR's desires for such an audit deliver and make available all such books, records, and transaction receipts to the public or certified public accountant selected by LICENSOR. Furthermore, LICENSEE shall promptly on demand reimburse LICENSOR for the full cost and expense of the audit should the audit disclose that the questioned statement understated transactions or the License fee payable because of gross sales by five (5) percent or more. SECTION 90. PERMITTED USE The Premises are let for the purpose of operation of an electronic banking facility, and other such uses as may from time to time be approved in writing by LICENSOR. LICENSOR reserves the right to prohibit the sale of any item or article or use of property which is objectionable or beyond the scope of the merchandise necessary for proper service to the public or public safety. The prices for transaction shall be fixed by LICENSEE. LICENSEE shall cooperate in cooperative marketing programs (e. g. coupon advertising) that can be mutually agreed upon . LICENSEE shall have a 60-day right to first refusal in the event LICENSOR requests an additional ATM location at the Pier Plaza. Further, LICENSEE shall have a 7-day right to first refusal for the provision of temporary ATM kiosks upon request by LICENSOR. 5 jm plklca1fedl4J26196 SECTION 11. CONSTRUCTION/INSTALLATION Within ninety (90) days of the City providing a pad complete with utility stub -outs at the Pier Plaza site, LICENSEE shall cause an ATM kiosk to be constructed and installed at that location. 11.1 LICENSEE shall provide, at its expense, electrical and telephone/data circuits from the telephone equipment facility room on the Premises to the ATM location. 11.2 LICENSEE shall pay all other costs of construction and installation, including, without limitation, any applicable permit and License fee. SECTION 12. OPERATION OF THE ATM The ATM shall be available during LICENSOR's business hours for business invitees of LICENSOR to perform banking transactions over an electronic interbank network. LICENSEE shall replenish cash as required by usage of the ATM and shall provide receipt(s) and other forms for operation of the ATM as necessary. LICENSOR shall provide access to the Premises to LICENSEE during normal business hours so that it may carry out its operation, maintenance and repair responsibilities. SECTION 13. PAYMENT OF UTILITY CHARGES LICENSEE shall pay, and hold LICENSOR and the property of LICENSOR free and harmless from, all charges for the furnishing of gas, water, electricity, telephone services, and other public utilities to said Premises during the term of this License or any extension thereof and for the removal of garbage and rubbish from said Premises during the term of this License or any extensions thereof. SECTION 14. PERSONAL PROPERTY TAXES LICENSEE shall pay before they become delinquent all taxes, assessments, or other charges levied or imposed by any governmental entity on the furniture, trade fixtures, 6 jm plklcalfed/4126196 appliances, and other personal property placed by LICENSEE in, on, or about said Premises including, without limiting the generality of the other terms used in this section, any shelves, counters, vaults, vault doors, wall safes, partitions, fixtures, machinery, plant equipment, office equipment, television or radio antennas, or communication equipment brought on said Premises by LICENSEE. SECTION 15. REAL PROPERTY TAXES All real property taxes or possessory interest taxes and assessments levied or assessed against said Premises by any governmental entity, shall be paid, before they become delinquent by LICENSEE. SECTION 16. MAINTENANCE LICENSEE shall, at its own cost and expense, maintain in good condition and repair the items and work as follows: Exterior roof and walls Structural supports Painting of the interior of the Premises Painting of the exterior of the Premises All glass Removal of Graffiti Repairs of damage caused by vandalism Tenant improvements Electrical from stub -in site LICENSEE may remove the ATM for repairs and maintenance or replacement upon prior notice to LICENSOR SECTION 17. INSTALLATION AND MAINTENANCE OF SECURITY LIGHTING LICENSEE shall, at its own cost and expense, install and maintain a security lighting system at the premises in accordance with laws and regulations governing the lighting of ATM locations. Said security lighting system shall be approved by LICENSOR in writing and LICENSEE shall, at its own cost and expense repair and replace any part of the security lighting system that becomes broken or malfunctions, regardless of cause, including any part 7 i mp/Wca Ifed1A126196 of the system that is broken by fire, by act of God, except by fault of LICENSOR, or by fault of some employee or agent of LICENSOR. Should LICENSEE fail to repair or replace the security lighting system on said Premises, LICENSOR may replace or repair the security lighting systems and LICENSEE -will promptly reimburse LICENSOR for the cost thereof and pay LICENSOR interest on such costs at the rate of ten (10) percent per annum from the date the costs were incurred by LICENSOR to the date they are reimbursed to LICENSOR by LICENSEE. LICENSOR shall promptly be reimbursed by LICENSEE for the full cost of any such repairs made by LICENSOR. LICENSEE shall at its own cost and expense keep and maintain all portions of said Premises as well as all improvements on said Premises and all facilities appurtenant to said Premises in good order and repair and in as safe and clean a condition as they were when received by LICENSEE from LICENSOR, reasonable wear and tear also excepted. SECTION 18. INSPECTION BY LICENSOR LICENSEE shall permit LICENSOR or LICENSOR's agents, representatives, or employees to enter said Premises at all reasonable times for the purpose of inspecting said Premises to determine whether LICENSEE is complying with the terms of this License and for the purpose of doing other lawful acts that may be necessary to protect LICENSOR's'interest in said Premises under this License or to perform LICENSOR's duties under this License . SECTION 19. SURRENDER OF PREMISES On expiration or sooner termination of this License , or any extensions or renewals of this License , LICENSEE shall promptly surrender and deliver said Premises to LICENSOR in as good condition as they are now at the date of this License , reasonable wear and tear and repairs herein required to be made by LICENSOR excepted. SECTION 20. INSTALLATION AND REMOVAL OF TRADE FIXTURES 8 jmp--Vca 1(ed14126196 LICENSEE shall have the right at any time and from time to time during the term of this License and any renewal or extension of such term, at LICENSEE's sole cost and expense, to install and affix in, to, or on said Premises such items, herein called "trade fixture", for use in LICENSEE's trade or business as LICENSEE may, in its sole discretion, deem advisable. Any and all such trade fixtures that can be removed without structural damage to said Premises or any building or improvements on said Premises shall, subject to Section 22 of this License , remain the property of the LICENSEE and may be removed by LICENSEE at any time prior to the expiration or sooner termination of this License _ SECTION 21. TRADE FIXTURES AS SECURITY FOR LICENSE Ownership LICENSOR acknowledges that the ATM is the property of LICENSEE, and is shall not be considered to be a fixture annexed to the Premises. LICENSOR will execute any other documents reasonably requested by LICENSEE confirming that the ATM remains the personal property of LICENSEE. LICENSEE may remove the ATM for repairs and maintenance or replacement upon prior notice to LICENSOR. LICENSEE shall repair any damage to the Premises resulting from removal or replacement of the ATM., as provided in the Section captioned "Removal of the ATM". LICENSOR shall not move, remove, alter or tamper the ATM or tamper with it in any way except with the written permission of LICENSEE. Removal of the ATM Upon termination of this Agreement, LICENSEE shall remove the ATM within thirty (30) business days. Removal of the ATM shall be at the sole cost of LICENSEE. LICENSOR shall instruct LICENSEE to stub telephone and electrical lines at a switch box or at the ATM location and LICENSEE shall have no further responsibility with reference thereto. LICENSEE shall have no obligation to restore floor coverings or otherwise bring the ATM location to its 9 jmpWcal fedl4l26+'96 condition prior to installation, but shall, at its sole cost, repair any damage caused by the removal of the ATM. SECTION 22. UNREMOVED TRADE FIXTURES Any trade fixtures described in this Article that are not removed from said Premises by LICENSEE within thirty (30) days after the expiration or sooner termination, regardless of cause, of this License shall be deemed abandoned by LICENSEE and shall automatically become the property of LICENSOR as owner of the real property to which they are affixed and not simply because of the lien described in Section 18 of this License . SECTION 23. SIGNS LICENSEE shall not place nor maintain, nor permit any other person to place or maintain, on or in any exterior door, wall, or window of said Premises any sign, awning, canopy, marquee, or other advertising without the express written consent and approval of LICENSOR. Furthermore, LICENSEE shall not place any decoration, lettering, or advertising matter on the glass of any interior or exterior shop window of said Premises without the written approval and consent of LICENSOR. Should LICENSOR consent to any such sign, awning, canopy, marquee, decoration, or advertising matter, LICENSEE shall maintain it at all times during this License in good appearance and repair. On expiration or sooner termination of this License , any of the items mentioned in this section not removed from said Premises by LICENSEE on such expiration or termination of this License may, without damage or liability, be destroyed by LICENSOR. This License is expressly contingent upon approval of all signs by both LICENSOR and LICENSEE. SECTION 24. PARTIAL DESTRUCTION Should said Premises of the building on said Premises be partially destroyed by any cause not the fault of LICENSEE or any person in or about said Premises with the consent, express or implied, of LICENSEE, this License shall continue in full force and effect and 10 jmpMealfedl4'26196 LICENSEE, at LICENSEE's own cost and expense, shall promptly commence and diligently continue and complete the work of repairing and restoring said Premises to their prior condition providing such work can be accomplished under all applicable governmental laws and regulations within one hundred eighty (180) working days; provided, however, LICENSEE may terminate this License if LICENSEE gives LICENSOR written notice of LICENSEE's intention to do so within sixty (60) days following such a partial destruction. SECTION 25. TOTAL DESTRUCTION Should said Premises or the building on said Premises be so far destroyed by any cause not the fault of LICENSEE or any person in or about said Premises with the consent, express or implied, of LICENSEE that they cannot be repaired or restored to their former condition within one -hundred eighty (180) working days, LICENSEE may, at LICENSEE's option: (a) Continue this License in full force and effect by repairing and restoring, at LICENSEE's own cost and expense, said Premises to their former condition; or (b) Terminate this License by giving LICENSOR written notice of such termination. 1- SECTION 26. INSURANCE PROCEEDS Any insurance proceeds received by LICENSOR because of the total or partial destruction of said Premises or the building on said Premises shall be the sole property of LICENSOR, except LICENSEE shall be compensated for loss to improvements and fixtures beyond any and all insurance proceeds including business interruption insurance which would ordinarily flow to the benefit of LICENSEE. SECTION 27. CONDEMNATION COMPENSATION All compensation and damages awarded for a total taking of the PREMISES shall belong to and be the sole property of LICENSOR, and LICENSEE shall have no claim to any amount or part of any award except, however, that LICENSEE shall be entitled to receive the 11 jir:a'k1ca1fed/ 4/26/96 C� portion of any award attributable to the taking of those improvements and fixtures that LICENSEE has the right to remove under this License but does not remove from the PREMISES; or when LICENSEE does remove the fixtures or improvements, a reasonable amount for removal and relocation expenses, provided that amount does not exceed the market value of the improvements and fixtures. This License shall have no condemnation value to LICENSEE. SECTION 28. RELOCATION AND ASSISTANCE In the event this License is terminated for any legal reason by LICENSOR, LICENSEE shall not be entitled to any relocation rights or benefits and, except those itemized in Section 25, expressly waives such benefits and rights under City, State or Federal Relocation Assistance Plans. LICENSEE shall be entitled to receive non -monetary relocation benefits and LICENSOR shall make every effort possible to relocate LICENSEE to another available comparable site. However, if another comparable site is not available upon which to relocate LICENSEE, then, in that event, LICENSEE shall have no rights to receive monetary assistance and/or monetary benefits. SECTION 29. SUBLEASING OR ASSIGNING AS BREACH LICENSEE shall not encumber, assign, or otherwise transfer this License , any right or interest in this License , or any right or interest in said Premises or any of the improvements that may now or hereafter be constructed or installed on said Premises without the express written consent of LICENSOR first had and obtained. Neither shall LICENSEE sublet said Premises or any part thereof or allow any other person, other than LICENSEE's agents, servants, and employees, to occupy said Premises or any part thereof without the prior written consent of LICENSOR. A consent by LICENSOR to one assignment, one subletting, or one occupation of said Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of said Premises by another person. Any 12 jmpWr-alfedW26196 0 0 encumbrance, assignment, transfer, or subletting without the prior written consent of LICENSOR, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of LICENSOR, terminate this License . The consent of LICENSOR to any encumbrance, assignment including occupation or transfer hereof of LICENSEE's interest in this License or the subletting by LICENSEE of said Premises or parts of said Premises shall not be unreasonably withheld; however, LICENSOR shall have the right of first refusal to meet any bona fide offer of assignment, sale or transfer of LICENSEE's interest in this License on the same terms and conditions of such offer and, agrees to exercise or refuse such right in writing within thirty (30) days of notice by LICENSEE. Such right shall not apply, however, to assignments, transfers, or sublettings to immediate family members of LICENSEE, a family trust, or to any corporate entity of which LICENSEE, or any of LICENSEE's immediate family, are sole stockholders; nor shall it apply to an assignment to an entity which acquires the assets of LICENSEE or into which LICENSEE is merged. If LICENSOR does not exercise this right, LICENSOR shall approve LICENSEE's request for assignment, sale, or transfer provided that LICENSEE is not in default at the time of request. SECTION 30. ABANDONMENT BY LICENSEE Should LICENSEE breach this License and abandon said Premises prior to the natural expiration of the term of this License , LICENSOR may: (a) Continue this License in effect by not terminating LICENSEE's right to possession of said Premises, in which event LICENSOR shall be entitled to enforce all rights and remedies under this License , including the right to recover the License fee specified in this License as it becomes due under this License ; (b) Terminate this License and recover from LICENSEE: 33 jmplk/ca lfed/4126/96 (1) The worth at the time of award of the unpaid License fee which had been earned at the time of termination of the License ; (2) The worth at the time of award of the amount by which the unpaid License fee which would have been earned after termination of the License until the time of award exceeds the amount of rental loss that LICENSEE proves could have been reasonably avoided, (3) The worth at the time of award of the amount by which the unpaid License fee for the balance of the term of this License after the time of award exceeds the amount of rental loss that LICENSEE proves could be reasonably avoided; and (4) Any other amount necessary to compensate LICENSOR for all detriment proximately caused by LICENSEE's failure to perform its obligations under this License . SECTION 31. DEFAULT BY LICENSEE Should LICENSEE default in the performance of any of the covenants, conditions, or agreements contained in this License , LICENSEE shall ha-ve breached the License and LICENSOR may, in addition to the remedy specified in the subparagraph (b) of Section 32 of this License , re-enter and regain possession of said Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. SECTION 32. INSOLVENCY OF LICENSEE The insolvency of LICENSEE as evidenced by a receiver being appointed to take possession of all or substantially all of the property of LICENSEE, or the making of a general assignment for the benefit of creditors by LICENSEE, or filing a petition in bankruptcy shall terminate this License and entitle LICENSOR to re-enter and regain possession of said Premises. 14 jmpNealfedl4126/96 0 SECTION 33. CUMULATIVE REMEDIES The remedies given to LICENSOR in this Article shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided -in this License . SECTION 34. WAIVER OF BREACH The waiver by LICENSOR of any breach by LICENSEE of any of the provisions of this License shall not constitute a continuing waiver or a waiver of any subsequent breach by LICENSEE either of the same or another provision of this License . SECTION 35. >=ORCE MAJEURE - UNAVOIDABLE DELAYS Should the performance of any act required by this License to be performed by either LICENSOR or LICENSEE be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of License fee by LICENSEE as required by this License or the performance of any act rendered difficult solely because of the financial condition of the party, LICENSOR or LICENSEE, required to perform the act. SECTION 36. CARE OF PREMISES - MAINTENANCE DEPOSIT (a) Any and all graffiti shall be removed by LICENSEE at its own expense from the licensed Premises within forty-eight (48) hours of notice thereof. (b) LICENSEE shall -not obstruct, cause or permit any obstruction surrounding the Premises or any part thereof in any manner whatsoever. 15 jmpWr_a1fedl4/26/96 0 0 (c) LICENSEE shall comply with all written notice served by LICENSOR with regard to the care and maintenance of the Premises. Any written notice hereunder shall specify the work to be done, the estimated cost thereof, and the period of time deemed to be reasonably necessary for completion of such work. Should LICENSEE fail to comply with LICENSOR's written notice within fifteen (15) days, or within a time deemed reasonably necessary of the time specified therein, LICENSEE shall pay over to LICENSOR the estimated cost of such work as set forth in the notice. Upon receipt of such sum, LICENSOR shall then proceed to cause the required work to be performed. SECTION 37. EMERGENCY CLOSING OR CLOSING TO EFFECT REPAIR/REMODELING THE PREMISES. LICENSOR may close the Plaza without liability therefore at any time it deems necessary for the protection of life, limb or property, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by LICENSOR. SECTION 3B. DELIVERIES OF SUPPLIES. LICENSOR shall establish the days and times deliveries of supplies may be made and advise LICENSEE in writing thereof. SECTION 39. NOTICE. Any written notice, given under the terms of this agreement, shall be either delivered personally or mailed, certified mail, postage prepaid, addressed to the party concerned, as follows: CITY OF HUNTINGTON BEACH: Mr. Ron Hagan Director of Community Services City of Huntington Beach 2000 Main Street, P.O. Box 190 Huntington Beach, CA 92648 LICENSEE: California Federal Bank 1515 Walnut Grove Avenue, Ste. 123 Rosemead, CA 91770 Attn: David A. Coved, Vice President imp/WcalfedA 26l96 16 SECTION 40. LICENSEE'S RIGHT TO RENEGOTIATE LICENSE. If, in the event, LICENSOR shall at some future time within the term of this License or any extension thereof, redevelop the immediate area on which said Premises is situated, or the immediate adjacent surrounding area thereto, to the extent that one or more electronic banking facilities are constructed and situated either on said immediate area or adjacent thereto, and, in such event, LICENSEE can demonstrate that such has or will cause it to be detrimentally affected thereby, then, in such event, LICENSEE shall have the right to request that the terms, conditions, and provisions of this License be renegotiated. The parties agree that each shall deal with the other in good faith. Notices required by this Agreement shall be in writing and shall be deemed given when personally served or mailed by certified mail, return receipt requested, with postage prepaid and properly addressed. Notice of change of address shall be given in the same manner as other notices. SECTION 41. INSURANCE HAZARDS. LICENSEE shall not commit or permit the commission of any acts on said Premises nor use or permit the use of said Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring said Premises or the improvements on said Premises. LICENSEE shall, at its own cost and expense, comply with any and all requirements of LICENSOR's insurance carriers necessary for the continued maintenance at reasonable rates of fire and liability insurance policies on said Premises and the improvements on said Premises. SECTION 42. WASTE OR NUISANCE. LICENSEE shall not commit or permit the commission by others of any waste on said Premises; LICENSEE shall not maintain, commit, or permit the maintenance or commission of 17 impiVea Ifed14.'26196 • 0 any nuisance as defined in Section 3479 of the California Civil Code on said Premises; and LICENSEE shall not use or permit the use of said Premises for any unlawful purpose. SECTION 43. COMPLIANCE WITH LAW. LICENSEE shall at LICENSEE's own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, relating to LICENSEE's use and occupancy of said Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by LICENSEE in a proceeding brought against LICENSEE by any government entity, that LICENSEE has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between LICENSOR and LICENSEE and shall be ground for termination of this License by LICENSOR. SECTION 44. BINDING ON HEIRS AND SUCCESSORS. This License shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. SECTION 45. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this License shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. SECTION 46. SOLE AND ONLY AGREEMENT. This instrument constitutes the sole and only agreement between LICENSOR and LICENSEE respecting said Premises, the leasing of said Premises to LICENSEE, or the License term herein specified, and correctly sets forth the obligations of LICENSOR and LICENSEE to each other as of its date. Any agreements or representations respecting said 1$ jmpAdcalfedW' 26/96 • 0 Premises or their leasing by LICENSOR to LICENSEE not expressly set forth in this instrument are null and void. SECTION 47. TIME OF ESSENCE. Time is expressly declared to be the essence of this License . SECTION 48. INDEMNIFICATION, DEFENSE, HOLD HARMLESS LICENSEE hereby agrees to protect, defend, indemnify and save and hold harmless LICENSOR, its officers and employees, from any and all liability, including any claim of liability and any and all losses or costs arising out of the negligent performance of this agreement by LICENSEE, its officers or employees or from any willful misconduct of LICENSEE, its officers or employees while engaged in the performance of this agreement. LICENSEE hereby agrees to protect, defend, indemnify, and save and hold harmless LICENSOR, its officers and employees from and against any and all liability arising from any ATM transaction, including events relating to and occurring concurrently with the transaction and against any and all claims for injury to persons or damage to property caused by operation of the ATM, including those arising from the passive concurrent negligence of LICENSOR, but save and except those which arise out of the sole negligence, or the sole willful misconduct of LICENSOR. SECTION 49. WORKERS' COMPENSATION LICENSEE shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, defend and hold harmless LICENSOR from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered 19 jm p/k'calfed/5124.'96 0 against LICENSOR, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by LICENSEE under this Agreement. LICENSEE shall obtain and furnish evidence to LICENSOR of maintenance of statutory workers' compensation insurance and employers' liability in an amount of not less than $500,000 bodily injury by accident, each accident, $500,000 bodily injury by disease, each employee, and $1,000,000 bodily injury by disease, policy limit. SECTION 50. INSURANCE In addition to the workers' compensation insurance and LICENSEE's covenant to indemnify LICENSOR, LICENSEE shall obtain and furnish to LICENSOR the following insurance policies covering the PREMISES: (a) General Liability Insurance. A policy of general public liability insurance, including motor vehicle coverage. Said policy shall indemnify LICENSEE, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or on 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 $1,000,000 per occurrence and in the annual aggregate. Said policy shall name LICENSOR, its officers, and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PREMISES shall be deemed excess coverage and that LICENSEE'S insurance shall be primary. (b) Fire Insurance. In order that the business of LICENSEE and the gross number of transactions of LICENSEE as defined in this License may continue with as little interruption as possible, LICENSEE shall, during the full term of this License and any renewals or extensions thereof, maintain at LICENSEE'S own cost and expense an insurance policy issued by a reputable company authorized to conduct insurance business in California 20 jmp/Wcalted, 26196 insuring for their full insurable value all fixtures and equipment and, to the extent possible, all merchandise that is, at any time during the term of this License or any renewal or extension thereof, in or on the Premises against damage or destruction by fire, theft, or the elements. LICENSEE shall also maintain in force during the entire term of this agreement, a standard broad form fire insurance policy in which the LICENSOR is named and which any and all losses are made payable to LICENSOR. The face amount of the policy shall be for ninety (90) percent of the replacement value of the Premises, and be in a form acceptable to the City Attorney. SECTION 51. CAPTIONS Captions used in this Agreement are for ease of reference only and shall not affect the construction of this Agreement. SECTION 52. RELATIONSHIP OF THE PARTIES The relationship between LICENSOR and LICENSEE under this Agreement is intended to be that of independent contractor. Nothing contained herein is intended or should be construed to constitute LICENSOR and LICENSEE as partners or joint venturers, or either as the employee or agent of the other party. SECTION 53. ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions -of this agreement or to secure the performance hereof, each party shall bear its own attorney's fees. Rest of page not used 21 jmpkfcaIfedW26l96 SECTION 54. ENTIRETY The foregoing represents the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year -first above written. CALIFORNIA FEDERAL BANK, a Federal Savings Ban i By: Print name and title B: Print name and title ATTEST: L City Clerk REVIEWED AND APP Admihi ED: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Z��. - Mayor APPROVED AS TO FORM: f City Attorney 5r`-Yf9G INITIATED ND 4PROVED: DirecWp f Cb'!Onity Services 22 imP/Wca1ied/4rM96 • 0 neJ. r; CITY OF HUNTINGTON BEACH 2000 MAIN STREET OFFICE OF THE CITY CLERK CONNIE BROCKWAY CITY CLERK July 18, 1996 Mr. David A. Cover, Vice President California Federal Bank 1515 Walnut Grove Avenue, Ste. 123 Rosemead, CA 91770 pear Mr. Cover: CALIFORNIA 92648 Enclosed is an original License Agreement Between the City of Huntington Beach and California Federal Bank which was approved by the City Council on July 1, 1996. If you have any questions, please call the Office of the City Clerk at (714) 536-5227. Connie Brockway, CMC City Clerk Evelyn Schubert, CMC Deputy City Clerk Enclosure (Telephone:714.536.5227) - r� U 0 fik I — A e3t-- 9A4 CL� Council/Agency Meeting Held: 71 r Lie, Deferred/Continued to: f9 Approved ❑ Conditionally Approved ❑ Denied x2f az, City Clerk's Signature Council Meeting Date: July 1, 1996 Department ID Number: CS 96445 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION J ice.: .. —t c•, m C SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: MICHAEL T. UBERUAGA, City Administrator PREPARED BY: RON HAGAN, Director, Community Service $__� SUBJECT:. AGREEMENT WITH CALIFORNIA FEDERAL FOR PROVISION OF AUTOMATED TELLER MACHINE SERVICES AT PIER PLAZA Statement of Issue, Funding Source, Recommended Action, Alternative Action{sj, Analysis, Environmental Status, Attachmentis) Statement of Issue: Should the city enter into an agreement with California Federal Bank for the provision of automated teller machine (ATM) services within the Pier Plaza project? Funding Source: Will produce revenue for Pier Plaza. Recommended Action: Approve the attached agreement with California Federal Bank for the provision of automated teller machine (ATM) services within the Pier Plaza, and authorize the Mayor to execute same. Alternative Action(s): 1. Select an alternate banking institution to provide ATM services within Pier Plaza; or 2. Do not provide ATM services within Pier Plaza. Analysis: Within the project approval of Pier Plaza by Council and the California Coastal Commission, there is an information kiosk designated in front of TS Enterprises' new Duke's Surf City Restaurant. At the direction of Council and at the request of several downtown merchants for an ATM, night deposit, and other banking services, staff solicited proposals to provide these services within the information kiosk at Pier Plaza. Although twenty-four banks were sent a Request for Proposal, only California Federal Bank, Glendale Federal Bank, Bank of America, and Sanwa Bank responded. Staff reviewed the proposals with the Pier Plaza Council Subcommittee and negotiated an agreement with California Federal Bank (CFB). While each of the banks' minimum rent for the ATM kiosk REQUEST FOR COUNCIL ACAN MEETING DATE: July 1, 1996 DEPARTMENT ID NUMBER: CS 96-025 was essentially the same, CFB was the only institution that increased its annual minimum rent based on increased volume. CFB has a high profile throughout southern California and is also prepared to market city beaches through the use of co-op advertising and coupon programs throughout its branches. A summary of the terms and conditions of the attached agreement is as follows- • Five year lease with one five-year option • Termination with thirty day notice if transactions total less than $3,600 in each of two consecutive calendar months. • Rent is based on the following schedule: Number of Transaction/Month Annual Rate Payable Monthly if Annual Rate Payable Monthly if Surcharge Not Charged .50a Surcharge Charged Less than 5,000 $12,000 $20,000 5,000 - 6,999 $15,000 $45,000 7,000 or more $24,000 $60,000 • CFB will construct and maintain the banking kiosk as approved by city • CFB shall provide all necessary insurance • The indemnification and hold harmless clause (Section 48, second paragraph) has been slightly modified to include only events relating to and occurring concurrently with the transaction. ATM services are an important component of the Pier Plaza project. They are of particular importance during special events and activities downtown when participants need on site banking services. CFB has agreed that during such times, at the city's request, it will provide portable ATM services to meet the demand. The city would also share in this revenue at the same transaction rate. If Council approves the CFB agreement, the Design Review Board will still need to review and approve the kiosk design. Staff is recommending CFB because it had the best overall proposal as well as a desire to provide banking services in Pier Plaza. However, it should be noted that an excellent proposal was also received from Bank of America. If CFB does not prove successful, staff would return with a proposal from Bank of America for an ATM in Pier Plaza. Environmental Status: All permits, except Design Review Board, have been approved. 0018797.01 .2- 06/11196 2:31 PM • REQUEST FOR COUNCIL ACAN MEETING DATE: July 1, 1996 Attachment(s): 1. Request for Proposal 2. Agreement 3. Lease site DEPARTMENT ID NUMBER: CS 96-025 0018797.01 -3- 06/11/96 2:31 PM LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CALIFORNIA FEDERAL BANK TABLE OF CONTENTS Page 1. AGREEMENT OF THE PARTIES 1 2. ORIGINAL TERM 1 3. OPTION TO EXTEND 2 4. TERMINATION 2 5. TERMS AND CONDITIONS 3 6. HOLD OVER 3 7. FEE 3 8. BOOKS AND RECORDS 4 9. STATEMENT OF TRANSACTIONS 4 10 PERMITTED USE 5 11. INSTALLATION 5 12. OPERATION OF THE ATM 6 13. PAYMENT OF UTILITY CHARGES 6 14. PERSONAL PROPERTY TAXES 6 15. REAL PROPERTY TAXES 6 16. MAINTENANCE 7 17. SECURITY LIGHTING 7 18. ALTERNATIONS AND LIENS 8 19. INSPECTION BY LICENSOR 8 20. SURRENDER OF PREMISES 8 21. INSTALLATION AND REMOVAL OF TRADE FIXTURES 9 22. TRADE FIXTURES AS SECURITY FOR LICENSE 9 23. UNREMOVED TRADE FIXTURES 10 24. SIGNS 10 25. PARTIAL DESTRUCTION 11 26. TOTAL DESTRUCTION 11 27. INSURANCE PROCEEDS 11 28. ABATEMENT OF FEE 12 29. CONDEMNATION COMPENSATION 12 30. RELOCATION AND ASSISTANCE 13 31 SUBLEASING OR ASSIGNING AS BREACH 13 32. ABANDONMENT BY LICENSEE 14 33. DEFAULT BY LICENSEE 15 34. INSOLVENCY OF LICENSEE 15 35. CUMULATIVE REMEDIES 15 36. WAIVER OF BREACH 16 37. FORCE MAJEURE - UNAVOIDABLE DELAYS 16 38. CARE OF PREMISES - MAINTENANCE DEPOSIT 16 continued on next page jmplWcalfedl4/26196 TABLE OF CONTENTS CONTINUED 39. SECURITY DEPOSIT 40. EMERGENCY CLOSING OR CLOSING 41. DELIVERIES OF SUPPLIES 42. NOTICE 43. LICENSEE'S RIGHT TO RENEGOTIATE 44, INSURANCE HAZARDS 45. WASTE OR NUISANCE 46. COMPLIANCE WITH LAW 47. BINDING ON HEIRS 48. PARTIAL INVALIDITY 49. SOLE AND ONLY AGREEMENT 50. TIME OF ESSENCE 51. INDEMNIFICATION/HOLD HARMLESS 52. WORKERS COMPENSATION 53. INSURANCE 54. CAPTIONS 55. RELATIONSHIP OF THE PARTIES 56. ATTORNEY FEES 57. ENTIRETY Page 17 17 17 18 18 19 19 19 20 20 20 20 20 21 21 22 22 22 22 jmpWcalfe&V26l96 LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CALIFORNIA FEDERAL BANK THIS AGREEMENT is made and entered into this14tday of .� ` , 1996, by and between THE CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California (hereinafter referred to as "LICENSOR"), and CALIFORNIA FEDERAL BANK, a federal savings bank, a federally chartered savings bank, having a principal office and place of business in Los Angeles, California, (hereinafter referred to as "LICENSEE"). WHEREAS, LICENSOR owns certain real property (hereinafter referred to as the "Premises"), in the City of Huntington Beach, and LICENSEE desires to license the aforesaid Premises in the manner set forth below. NOW, THEREFORE, the parties covenant and agree as follows: SECTION 1. AGREEMENT OF THE PARTIES LICENSOR grants a License to LICENSEE to use space within the Pier Plaza (the "ATM location"), selected by the LICENSOR and LICENSEE and shown on Exhibit "A" attached, at the premises identified herein (the "Premises") for the installation, maintenance and use of an ATM as provided in this Agreement. LICENSEE agrees to furnish an ATM for use at the Premises, and to install, operate, maintain, service and repair the ATM (including any replacement ATM) as provided in this Agreement, and to pay the fee provided. SECTION 2. ORIGINAL TERM This License shall be for a term of five (5) years commencing at 12:01 A.M. on the date the City approves a certificate of occupancy, and ending at 12:01 A.M. five (5) years from this date, unless sooner terminated as herein provided. implklca1fed14126196 SECTION 3. OPTION TO EXTEND LICENSEE is hereby granted and shall, if not then in default under this License , have an option to extend the term of this License for an additional period of one five (5) year extension by mutual agreement only from the expiration of this License , exercisable by LICENSEE with City Council approval upon no less than six (6) months prior written notice, on the same terms, covenants, and conditions and subject to the same exceptions and reservations contained in this License . The City Council's approval to LICENSEE's exercise of an option to extend the term of this License shall not be withheld if LICENSEE is, at the time of the exercise of an option, in full compliance with the terms of this License . SECTION 4. TERMINATION This Agreement may terminate under any of the following circumstances: 4.1 Upon expiration of the Term unless the Term shall have been extended by written agreement between the parties. 4.2 Thirty (30) days after notice from LICENSEE to LICENSOR, if cash withdrawal transactions total less than 3600 in each of two (2) consecutive calendar months. 4.3 Ten (10) days after notice from LICENSEE to LICENSOR, if an agency of the United States or California government having authority over the banking operations of LICENSEE promulgates a rule or regulation prohibiting LICENSEE from providing the ATM services contemplated by this Agreement. 4.4 If either party shall default in the performance of any obligation to be performed under this Agreement and (a) such default is material; (b) the default is not cured within twenty days of notice from the non -defaulting party; and (c) the non -defaulting party give notice of termination after the expiration of the cure period. 2 ImpWca1fed14J26M SECTION 5. TERMS AND CONDITIONS LICENSOR may upon three (3) days notice in writing to LICENSEE for License fee and -thirty (30) days notice in writing to LICENSEE for covenants, terminate this agreement and the License granted herein without liability to the LICENSOR in the event of failure of LICENSEE to comply with any of the terms or conditions or agreements hereof, or when public necessity so requires. In the event of termination, LICENSEE shall be allowed fifteen (15) days after notice within which to cure the failure or default which gave rise to such termination; provided, further that if the nature of LICENSEE's default is such that more than fifteen (15) days are reasonably required for its cure, then LICENSEE shall not be deemed to be in default if LICENSEE commences such cure within said fifteen (15) day period and thereafter diligently prosecutes such cure to completion. SECTION 6. HOLD OVER Should LICENSEE hold over and continue in possession of said Premises after expiration of the terms of this License or any extension thereof, LICENSEE's continued occupancy of said Premises shall be considered a month -to -month tenancy subject to all the terms and conditions of this License . SECTION 7. FEE LICENSEE agrees to pay to LICENSOR as License fee for the use and occupancy of said Premises or any other electronic banking facility an annual minimum sum of Twelve Thousand Dollars ($12,000) payable in monthly installments or a sum payable monthly based on a cumulative annual gross according 3 Implk/ca1[ecU426M • to the following schedule. Number of Transactions/Month Less than 5000 5000-6,999 7000 or more Annual Rate Payable Monthly_if Surcharge not charged $12,000 $15,000 $24,000 Annual Rate Payable Monthly if $.50 surcharge chained $20,000 $45,000 $60,000 The License fee specified in this section shall be paid by LICENSEE to LICENSOR at 2000 Main Street, Huntington Beach, California, 92648, or at such other place or places as LICENSOR may from time to time designate by written notice delivered to LICENSEE, within fifteen (15) days after the end of the calendar month during which the gross sales on which it was computed were made. A late charge equal to ten percent (10%) per month shall be added on the 10th day after any payment hereunder is due, but unpaid. Any revenue from the use of the ATM in excess of the License Fee shall be retained by LICENSEE. SECTION 8. BOOKS AND RECORDS LICENSEE shall at all times keep or cause to be kept at 1515 Walnut Grove Avenue, Rosemead, CA 91770 full, complete, and accurate records and books of account showing the total number of transactions as defined in this Article made each calendar month in, on, or 'from said Premises. LICENSEE agrees to maintain for a period of three (3) years following the close of each calendar month all records and books of account and all transaction records showing or in any way pertaining to the number of transactions made in, or from said Premises during such calendar month. SECTION 9. STATEMENT OF TRANSACTIONS At the time specified in Section 7 of this License for the payment of the License fee specified in that section, LICENSEE shall deliver to LICENSOR a true and accurate statement signed by LICENSEE or by an authorized employee of LICENSEE showing the total transactions made during the preceding calendar month in, on, or from said Premises and the amount of License fee then being paid calculated on such transactions pursuant to this 4 jmp/k/ca1fe&4126M License . LICENSOR may at any time within three (3) years after receiving any such statement, at its own cost and expense, cause all books, records, and transaction receipts described in Section B of this License for the calendar month purportedly covered by the statement to be audited by a public or certified public accountant selected by LICENSOR. LICENSEE shall on receiving written notice of LICENSOR's desires for such an audit deliver and make available all such books, records, and transaction receipts to the public or certified public accountant selected by LICENSOR. Furthermore, LICENSEE shall promptly on demand reimburse LICENSOR for the full cost and expense of the audit should the audit disclose that the questioned statement understated transactions or the License fee payable because of gross sales by five (5) percent or more. SECTION 10. PERMITTED USE The Premises are let for the purpose of operation of an electronic banking facility, and other such uses as may from time to time be approved in writing by LICENSOR. LICENSOR reserves the right to prohibit the sale of any item or article or use of property which is objectionable or beyond the scope of the merchandise necessary for proper service to the public or public safety. The prices for transaction shall be fixed by LICENSEE. LICENSEE shall cooperate in cooperative marketing programs (e. g. coupon advertising) that can be mutually agreed upon . LICENSEE shall have a 60-day right to first refusal in the event LICENSOR requests an additional ATM location at the Pier Plaza. Further, LICENSEE shall have a 7-day right to first refusal for the provision of temporary ATM kiosks upon request by LICENSOR. 5 imp/Wcalfed/4126/96 SECTION 11. CONSTRUCTION/INSTALLATION Within ninety (90) days of the City providing a pad complete with utility stub -outs at the Pier Plaza site, LICENSEE shall cause an ATM kiosk to be constructed and installed at that location. 11.1 LICENSEE shall provide, at its expense, electrical and telephone/data circuits from the telephone equipment facility room on the Premises to the ATM location. 11.2 LICENSEE shall pay all other costs of construction and installation, including, without limitation, any applicable permit and License fee. SECTION 12. OPERATION OF THE ATM The ATM shall be available during LICENSOR's business hours for business invitees of LICENSOR to perform banking transactions over an electronic interbank network. LICENSEE shall replenish cash as required by usage of the ATM and shall provide receipt(s) and other forms for operation of the ATM as necessary. LICENSOR shall provide access to the Premises to LICENSEE during normal business hours so that it may carry out its operation, maintenance and repair responsibilities. SECTION 13. PAYMENT OF UTILITY CHARGES LICENSEE shall pay, and hold LICENSOR and the property of LICENSOR free and harmless from, all charges for the furnishing of gas, water, electricity, telephone services, and other public utilities to said Premises during the term of this License or any extension thereof and for the removal of garbage and rubbish from said Premises during the term of this License or any extensions thereof. SECTION 14. PERSONAL PROPERTY TAXES LICENSEE shall pay before they become delinquent all taxes, assessments, or other charges levied or imposed by any governmental entity on the furniture, trade fixtures, 6 Implklcalfed14126196 appliances, and other personal property placed by LICENSEE in, on, or about said Premises including, without limiting the generality of the other terms used in this section, any shelves, counters, vaults, vault doors, wall safes, partitions, fixtures, machinery, plant equipment, office equipment, television or radio antennas, or communication equipment brought on said Premises by LICENSEE. SECTION 15. REAL PROPERTY TAXES All real property taxes or possessory interest taxes and assessments levied or assessed against said Premises by any governmental entity, shall be paid, before they become delinquent by LICENSEE. SECTION 16. MAINTENANCE LICENSEE shall, at its own cost and expense, maintain in good condition and repair the items and work as follows: Exterior roof and walls Structural supports Painting of the interior of the Premises Painting of the exterior of the Premises All glass Removal of Graffiti Repairs of damage caused by vandalism Tenant improvements Electrical from stub -in site LICENSEE may remove the ATM for repairs and maintenance or replacement upon prior notice to LICENSOR SECTION 17. INSTALLATION AND MAINTENANCE OF SECURITY LIGHTING LICENSEE shall, at its own cost and expense, install and maintain a security lighting system at the premises in accordance with laws and regulations governing the lighting of ATM locations. Said security lighting system shall be approved by LICENSOR in writing and LICENSEE shall, at its own cost and expense repair and replace any part of the security lighting system that becomes broken or malfunctions, regardless of cause, including any part 7 Jmplklealfed14126196 of the system that is broken by tire, by act of God, except by fault of LICENSOR, or by fault of some employee or agent of LICENSOR. Should LICENSEE fail to repair or replace the security lighting system on said Premises, LICENSOR may replace or repair the security lighting systems and LICENSEE will promptly reimburse LICENSOR for the cost thereof and pay LICENSOR interest on such costs at the rate of ten (10) percent per annum from the date the costs were incurred by LICENSOR to the date they are reimbursed to LICENSOR by LICENSEE. LICENSOR shall promptly be reimbursed by LICENSEE for the full cost of any such repairs made by LICENSOR. LICENSEE shall at its own cost and expense keep and maintain all portions of said Premises as well as all improvements on said Premises and all facilities appurtenant to said Premises in good order and repair and in as safe and clean a condition as they were when received by LICENSEE from LICENSOR, reasonable wear and tear also excepted. SECTION 18. INSPECTION BY LICENSOR LICENSEE shall permit LICENSOR or LICENSOR's agents, representatives, or employees to enter said Premises at all reasonable times for the purpose of inspecting said Premises to determine whether LICENSEE is complying with the terms of this License and for the purpose of doing other lawful acts that may be necessary to protect LICENSOR's interest in said Premises under this License or to perform LICENSOR's duties under this License . SECTION 19. SURRENDER OF PREMISES On expiration or sooner termination of this License , or any extensions or renewals of this License, LICENSEE shall promptly surrender and deliver said Premises to LICENSOR in as good condition as they are now at the date of this License , reasonable wear and tear and repairs herein required to be made by LICENSOR excepted. SECTION 20. INSTALLATION AND REMOVAL OF TRADE FIXTURES 8 lmpAdca1fed14126196 LICENSEE shall have the right at any time and from time to time during the term of this License and any renewal or extension of such term, at LICENSEE's sole cost and expense, to install and affix in, to, or on said Premises such items, herein called "trade fixture", for use in LICENSEE's trade or business as LICENSEE may, in its sole discretion, deem advisable. Any and all such trade fixtures that can be removed without structural damage to said Premises or any building or improvements on said Premises shall, subject to Section 22 of this License. remain the property of the LICENSEE and may be removed by LICENSEE at any time prior to the expiration or sooner termination of this License . SECTION 21. TRADE FIXTURES AS SECURITY FOR LICENSE OwnershiQ LICENSOR acknowledges that the ATM is the property of LICENSEE, and is shall not be considered to be a fixture annexed to the Premises. LICENSOR will execute any other documents reasonably requested by LICENSEE confirming that the ATM remains the personal property of LICENSEE. LICENSEE may remove the ATM for repairs and maintenance or replacement upon prior notice to LICENSOR. LICENSEE shall repair any damage to the Premises resulting from removal or replacement of the ATM, as provided in the Section captioned "Removal of the ATM". LICENSOR shall not move, remove, alter or tamper the ATM or tamper with it in any way except with the written permission of LICENSEE. Removal of the ATM Upon termination of this Agreement, LICENSEE shall remove the ATM within thirty (30) business days. Removal of the ATM shall be at the sole cost of LICENSEE. LICENSOR shall instruct LICENSEE to stub telephone and electrical lines at a switch box or at the ATM location and LICENSEE shall have no further responsibility with reference thereto. LICENSEE shall have no obligation to restore floor coverings or otherwise bring the ATM location to its 9 JmpAdealfed14/26M condition prior to installation, but shall, at its sole cost, repair any damage caused by the removal of the ATM. SECTION 22. UNREMOVED TRADE FIXTURES Any trade fixtures described in this Article that are not removed from said Premises by LICENSEE within thirty (30) days after the expiration or sooner termination, regardless of cause, of this License shall be deemed abandoned by LICENSEE and shall automatically become the property of LICENSOR as owner of the real property to which they are affixed and not simply because of the lien described in Section 18 of this License. SECTION 23. SIGNS LICENSEE shall not place nor maintain, nor permit any other person to place or maintain, on or in any exterior door, wall, or window of said Premises any sign, awning, canopy, marquee, or other advertising without the express written consent and approval of LICENSOR. Furthermore, LICENSEE shall not place any decoration, lettering, or advertising matter on the glass of any interior or exterior shop window of said Premises without the written approval and consent of LICENSOR. Should LICENSOR consent to any such sign, awning, canopy, marquee, decoration, or advertising matter, LICENSEE shall maintain it at all times during this License in good appearance and repair. On expiration or sooner termination of this License , any of the items mentioned in this section not removed from said Premises by LICENSEE on such expiration or termination of this License may, without damage or liability, be destroyed by LICENSOR. This License is expressly contingent upon approval of all signs by both LICENSOR and LICENSEE. SECTION 24. PARTIAL DESTRUCTION Should said Premises of the building on said Premises be partially destroyed by any cause not the fault of LICENSEE or any person in or about said Premises with the consent, express or implied, of LICENSEE, this License 'shall continue in full force and effect and 10 jmpWca1feWW26196 LICENSEE, at LICENSEE's own cost and expense, shall promptly commence and diligently continue and complete the work of repairing and restoring said Premises to their prior condition providing such work can be accomplished under all applicable governmental laws and regulations within one hundred eighty (180) working days; provided, however, LICENSEE may terminate this License if LICENSEE gives LICENSOR written notice of LICENSEE's intention to do so within sixty (60) days following such a partial destruction. SECTION 25. TOTAL DESTRUCTION Should said Premises or the building on said Premises be so far destroyed by any cause not the fault of LICENSEE or any person in or about said Premises with the consent, express or implied, of LICENSEE that they cannot be repaired or restored to their former condition within one -hundred eighty (180) working days, LICENSEE may, at LICENSEE's option: (a) Continue this License in full force and effect by repairing and restoring, at LICENSEE's own cost and expense, said Premises to their former condition; or (b) Terminate this License by giving LICENSOR written notice of such termination. SECTION 26. INSURANCE PROCEEDS Any insurance proceeds received by LICENSOR because of the total or partial destruction of said Premises or the building on said Premises shall be the sole property of LICENSOR, except LICENSEE shall be compensated for loss to improvements and fixtures beyond any and all insurance proceeds including business interruption insurance which would ordinarily flow to the benefit of LICENSEE. SECTION 27. CONDEMNATION COMPENSATION All compensation and damages awarded for a total taking of the PREMISES shall belong to and be the sole property of LICENSOR, and LICENSEE shall have no claim to any amount or part of any award except, however, that LICENSEE shall be entitled to receive the 11 Implklcaffedl4l26196 • • portion of any award attributable to the taking of those improvements and fixtures that LICENSEE has the right to remove under this License but does not remove from the PREMISES; or when LICENSEE does remove the fixtures or improvements, a reasonable amount for removal and relocation expenses, provided that amount does not exceed the market value of the improvements and fixtures. This License shall have no condemnation value to LICENSEE. SECTION 28. RELOCATION AND ASSISTANCE In the event this License is terminated for any legal reason by LICENSOR, LICENSEE shall not be entitled to any relocation rights or benefits and, except those itemized in Section 25, expressly waives such benefits and rights under City, State or Federal Relocation Assistance Plans. LICENSEE shall be entitled to receive non -monetary relocation benefits and LICENSOR shall make every effort possible to relocate LICENSEE to another available comparable site. However, if another comparable site is not available upon which to relocate LICENSEE, then, in that event, LICENSEE shall have no rights to receive monetary assistance and/or monetary benefits. SECTION 29. SUBLEASING OR ASSIGNING AS BREACH LICENSEE shall not encumber, assign, or otherwise transfer this License , any right or interest in this License , or any right or interest in said Premises or any of the improvements that may now or hereafter be constructed or installed on said Premises without the express written consent of LICENSOR first had and obtained. Neither shall LICENSEE sublet said Premises or any part thereof or allow any other person, other than LICENSEE's agents, servants, and employees, to occupy said Premises or any part thereof without the prior written consent of LICENSOR. A consent by LICENSOR to one assignment, one subletting, or one occupation of said Premises by another person shall not be deemed to be a consent to any subsequent assignment, subletting, or occupation of said Premises by another person. Any 12 jmp/k/calfed/426M encumbrance, assignment, transfer, or subletting without the prior written consent of LICENSOR, whether it be voluntary or involuntary, by operation of law or otherwise, is void and shall, at the option of LICENSOR, terminate this License . The consent of LICENSOR to any encumbrance, assignment including occupation or transfer hereof of LICENSEE's interest in this License or the subletting by LICENSEE of said Premises or parts of said Premises shall not be unreasonably withheld; however, LICENSOR shall have the right of first refusal to meet any bona fide offer of assignment, sale or transfer of LICENSEE's interest in this License on the same terms and conditions of such offer and, agrees to exercise or refuse such right in writing within thirty (30) days of notice by LICENSEE. Such right shall not apply, however, to assignments, transfers, or sublettings to immediate family members of LICENSEE, a family trust, or to any corporate entity of which LICENSEE, or any of LICENSEE's immediate family, are sole stockholders; nor shall it apply to an assignment to an entity which acquires the assets of LICENSEE or into which LICENSEE is merged. If LICENSOR does not exercise this right, LICENSOR shall approve LICENSEE's request for assignment, sale, or transfer provided that LICENSEE is not in default at the time of -request. SECTION 30. ABANDONMENT BY LICENSEE Should LICENSEE breach this License and abandon said Premises prior to the natural expiration of the term of this License, LICENSOR may: (a) Continue this License in effect by not terminating LICENSEE's right to possession of said Premises, in which event LICENSOR shall be entitled to enforce all rights and remedies under this License , including the right to recover the License fee specified in this License as it becomes due under this License ; (b) Terminate this License and recover from LICENSEE: 13 implk1ca1fedl4WD6 • • (1) The worth at the time of award of the unpaid License fee which had been earned at the time of termination of the License ; (2) The worth at the time of award of the amount by which the unpaid License fee which would have been earned after termination of the License until the time of award exceeds the amount of rental loss that LICENSEE proves could have been reasonably avoided; (3) The worth at the time of award of the amount by which the unpaid License fee for the balance of the term of this License after the time of award exceeds the amount of rental loss that LICENSEE proves could be reasonably avoided; and (4) Any other amount necessary to compensate LICENSOR for all detriment proximately caused by LICENSEE's failure to perform its obligations under this License . SECTION 31. DEFAULT BY LICENSEE Should LICENSEE default in the performance of any of the covenants, conditions, or agreements contained in this License , LICENSEE shall have breached the License and LICENSOR may, in addition to the remedy specified in the subparagraph (b) of Section 32 of this License , re-enter and regain possession of said Premises in the manner provided by the laws of unlawful detainer of the State of California then in effect. SECTION 32. INSOLVENCY OF LICENSEE The insolvency of LICENSEE as evidenced by a receiver being appointed to take Possession of all or substantially all of the property of LICENSEE, or the making of a general assignment for the benefit of creditors by LICENSEE, or filing a petition in bankruptcy shall terminate this License and entitle LICENSOR to re-enter and regain possession of said Premises. 14 ImpWca1fed14Q6/W SECTION 33. CUMULATIVE REMEDIES The remedies given to LICENSOR in this Article shall not be exclusive but shall be cumulative and in addition to all remedies now or hereafter allowed by law or elsewhere provided in this License . SECTION 34. WAIVER OF BREACH The waiver by LICENSOR of any breach by LICENSEE of any of the provisions of this License shall not constitute a continuing waiver or a waiver of any subsequent breach by LICENSEE either of the same or another provision of this License . SECTION 35. FORCE MAJEURE - UNAVOIDABLE DELAYS Should the performance of any act required by this License to be performed by either LICENSOR or LICENSEE be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act will be extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused; provided, however, that nothing contained in this section shall excuse the prompt payment of License fee by LICENSEE as required by this License or the performance of any act rendered difficult solely because of the financial condition of the party, LICENSOR or LICENSEE, required to perform the act. SECTION 36. CARE OF PREMISES - MAINTENANCE DEPOSIT (a) Any and all graffiti shall be removed by LICENSEE at its own expense from the licensed Premises within forty-eight (48) hours of notice thereof. (b) LICENSEE shall not obstruct, cause or permit any obstruction surrounding the Premises or any part thereof in any manner whatsoever. 15 jmp/Wealfed/4rAW ,7 E (c) LICENSEE shall comply with all written notice served by LICENSOR with regard to the care and maintenance of the Premises. Any written notice hereunder shall specify the work to be done, the estimated cost thereof, and the period of time deemed to be reasonably necessary for completion of such work. Should LICENSEE fail to comply with LICENSOR's written notice within fifteen (15) days, or within a time deemed reasonably necessary of the time specified therein, LICENSEE shall pay over to LICENSOR the estimated cost of such work as set forth in the notice. Upon receipt of such sum, LICENSOR shall then proceed to cause the required work to be performed. SECTION 37. EMERGENCY CLOSING OR CLOSING TO EFFECT REPAIR/REMODELING THE PREMISES. LICENSOR may close the Plaza without liability therefore at any time it deems necessary for the protection of life, limb or property, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by LICENSOR. SECTION 38. DELIVERIES OF SUPPLIES. LICENSOR shall establish the days and times deliveries of supplies may be made and advise LICENSEE in writing thereof. SECTION 38. NOTICE. Any written notice, given under the terms of this agreement, shall be either delivered personally or mailed, certified mail, postage prepaid, addressed to the party concerned, as follows: CITY OF HUNTINGTON BEACH: Mr. Ron Hagan Director of Community Services City of Huntington Beach 2000 Main Street, P.O. Box 190 Huntington Beach, CA 92648 LICENSEE: California Federal Bank 1515 Walnut Grove Avenue, Ste. 123 Rosemead, CA 91770 Attn: David A, Covert, Vice President 18 ImpWca1fed14126W • E SECTION 40. LICENSEE'S RIGHT TO RENEGOTIATE LICENSE. If, in the event, LICENSOR shall at some future time within the term of this License or any extension thereof, redevelop the immediate area on which said Premises is situated, or the immediate adjacent surrounding area thereto, to the extent that one or more electronic banking facilities are constructed and situated either on said immediate area or adjacent thereto, and, in such event, LICENSEE can demonstrate that such has or will cause it to be detrimentally affected thereby, then, in such event, LICENSEE shall have the right to request that the terms, conditions, and provisions of this License be renegotiated. The parties agree that each shall deal with the other in good faith. Notices required by this Agreement shall be in writing and shall be deemed given when personally served or mailed by certified mail, return receipt requested, with postage prepaid and properly addressed. Notice of change of address shall be given in the same manner as other notices. SECTION 41. INSURANCE HAZARDS. LICENSEE shall not commit or permit the commission of any acts on said Premises nor use or permit the use of said Premises in any manner that will increase the existing rates for or cause the cancellation of any fire, liability, or other insurance policy insuring said Premises or the improvements on said Premises. LICENSEE shall, at its own cost and expense, comply with any and all requirements of LICENSOR's insurance carriers necessary for the continued maintenance at reasonable rates of fire and liability insurance policies on said Premises and the improvements on said Premises. SECTION 42. WASTE OR NUISANCE. LICENSEE shall not commit or permit the commission by others of any waste on said Premises; LICENSEE shall not maintain, commit, or permit the maintenance or commission of 17 JmpAdcalfed14126196 any nuisance as defined in Section 3479 of the California Civil Code on said Premises; and LICENSEE shall not use or permit the use of said Premises for any unlawful purpose. SECTION 43. COMPLIANCE WITH LAW. LICENSEE shall at LICENSEE's own cost and expense comply with all statutes, ordinances, regulations, and requirements of all governmental entities, both federal and state and county or municipal, relating to LICENSEE's use and occupancy of said Premises whether such statutes, ordinances, regulations, and requirements be now in force or hereinafter enacted. The judgment of any court of competent jurisdiction, or the admission by LICENSEE in a proceeding brought against LICENSEE by any government entity, that LICENSEE has violated any such statute, ordinance, regulation, or requirement shall be conclusive as between LICENSOR and LICENSEE and shall be ground for termination of this License by LICENSOR. SECTION 44. BINDING ON HEIRS AND SUCCESSORS. This License shall be binding on and shall inure to the benefit of the heirs, executors, administrators, successors and assigns of the parties hereto. SECTION 45. PARTIAL INVALIDITY. Should any provision of this License be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this License shall remain in full force and effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are not materially impaired. SECTION 46. SOLE AND ONLY AGREEMENT. This instrument constitutes the sole and only agreement between LICENSOR and LICENSEE respecting said Premises, the leasing of said Premises to LICENSEE, or the License term herein specified, and correctly sets forth the obligations of LICENSOR and LICENSEE to each other as of its date. Any agreements or representations respecting said 18 jmplklcalfed14126196 Premises or their leasing by LICENSOR to LICENSEE not expressly set forth in this instrument are null and void. SECTION 47. TIME OF ESSENCE. Time is expressly declared to be the essence of this License . SECTION 48. INDEMNIFICATION, DEFENSE, HOLD HARMLESS LICENSEE hereby agrees to protect, defend, indemnify and save and hold harmless LICENSOR, its officers and employees, from any and all liability, including any claim of liability and any and all losses or costs arising out of the negligent performance of this agreement by LICENSEE, its officers or employees or from any willful misconduct of LICENSEE, its officers or employees while engaged in the performance of this agreement. LICENSEE hereby agrees to protect, defend, indemnify, and save and hold harmless LICENSOR, its officers and employees from and against any and all liability arising from any ATM transaction, including events relating to and occurring concurrently with the transaction and against any and all claims for injury to persons or damage to property caused by operation of the ATM, including those arising from the passive concurrent negligence of LICENSOR, but save and except those which arise out of the sole negligence, or the sole willful misconduct of LICENSOR. SECTION 49. WORKERS' COMPENSATION LICENSEE shall comply with all of the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California, the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments thereto; and all similar state or federal acts or laws applicable; and shall indemnify, defend and hold harmless LICENSOR from and against all claims, demands, payments, suits, actions, proceedings and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered 19 ImpAdealfed/W4196 • • against LICENSOR, for or on account of any liability under any of said acts which may be incurred by reason of any work to be performed by LICENSEE under this Agreement. LICENSEE shall obtain and furnish evidence to LICENSOR of maintenance of statutory workers' compensation insurance and employers' liability in an amount of not less than $500,000 bodily injury by accident, each accident, $500,000 bodily injury by disease, each employee, and $1,000,000 bodily injury by disease, policy limit. SECTION 50. INSURANCE In addition to the workers' compensation insurance and LICENSEE' covenant to indemnify LICENSOR, LICENSEE shall obtain and furnish to LICENSOR the following insurance policies covering the PREMISES: (a) General Liability Insurance. A policy of general public liability insurance, including motor vehicle coverage. Said policy shall indemnify LICENSEE, its officers, agents and employees, while acting within the scope of their duties, against any and all claims of arising out of or on 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 $1,000,000 per occurrence and in the annual aggregate. Said policy shall name LICENSOR, its officers, and employees as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the PREMISES shall be deemed excess coverage and that LICENSEE'S insurance shall be primary. (b) Fire Insurance. In order that the business of LICENSEE and the gross number of transactions of LICENSEE as defined in this License may continue with as little interruption as possible, LICENSEE shall, during the full term of this License and any renewals or extensions thereof, maintain at LICENSEE'S own cost and expense an insurance policy issued by a reputable company authorized to conduct insurance business in California 20 implklcaEfedl4l26196 insuring for their full insurable value all fixtures and equipment and, to the extent possible, all merchandise that is, at any time during the term of this License or any renewal or extension thereof, in or on the Premises against damage or destruction by fire, theft, or the elements. LICENSEE shall also maintain in force during the entire term of this agreement, a standard broad form fire insurance policy in which the LICENSOR is named and which any and all losses are made payable to LICENSOR. The face amount of the policy shall be for ninety (90) percent of the replacement value of the Premises, and be in a form acceptable to the City Attorney. SECTION 51. CAPTIONS Captions used in this Agreement are for ease of reference only and shall not affect the construction of this Agreement. SECTION 52. RELATIONSHIP OF THE PARTIES The relationship between LICENSOR and LICENSEE under this Agreement is intended to be that of independent contractor. Nothing contained herein is intended or should be construed to constitute LICENSOR and LICENSEE as partners or joint venturers, or either as the employee or agent of the other party. SECTION 53. ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions of this agreement or to secure the performance hereof, each party shall bear its own attorney's fees. Rest of page not used 21 impWcalfecMrAM SECTION 54. ENTIRETY The foregoing represents the entire Agreement between the parties. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first above written. CALIFORNIAFEDERAL BANK, a Federal CITY OF HUNTINGTON BEACH, a municipal Savings nq corporation of the State of California By:L:ne_, Mayor — Print name andt, / APPROVED AS TO FORM: &#SS1SZdAA C-. S6G_y City Attorney Print name and t le sli°. rtC. L INITIAT- ND AVPROVED: ATTEST: L !/ Dire City Clerk D AND APPROVED: City Admini nity Services 22 jmplklca1fecU4r26M 0 -N 14 noy 4, 1;�j r8Ll M1iI 0pp 11I,NT"I'l mini & MM, A 3. mi'�VAanuVeAMEN "An 9 0 M-11-4,48-Millik7lm No' M-ii L�� L alp smog, 100"'r '14AL".ial ,AMIR L�,�- momsi LIMMarl-I'll;i1small M -4 City of Huntington Beach invites REQUESTS FOR PROPOSAL FOR THE DEVELOPMENT AND OPERATION OF AN ATM KIOSK NEXT TO THE HUNTINGTON BEACH PIER WITHIN THE PLANNED PIER PLAZA AT PCH & MAIN. City Council Mayor Dave Sullivan Mayor Pro Tem Ralph Bauer Peter Green Shirley Dettloff Tom Harman. Dave Garofalo Victor Leipzig City Administrator Michael T. Uberuaga AREA The City of Huntington Beach is soliciting Requests for Proposal for the development and operation of an Automatic Teller Machine Kiosk within the Pier Plaza at the foot of the Municipal Pier at 317 Pacific Coast Highway. RFTS must be submitted by January 26,1996 at 5:00 PM to: Ron Hagan Community Services Director 2000 Main Street Huntington Beach CA 92648 t CO S,4e -mmmmmmmmmmmmmm �O`��` - mmmmmmmmmmmmmm �� O TIUMITmmmmmmm 111Dmmm� mmmmmmmmmm�7'jmmmm T� n.ianan ..ih,.w,o".uw xun,w.u.ura FACTS AND FIGURES • The City is investing $5 million dollars in developing a new Pier Plaza at the foot of the Huntington Beach Pier. • T. S. Restaurants of California and Hawaii are building a $5 million dollar 189000 Sq. Foot restaurant within the Pier Plaza. • Over 7 million visitors come to the Huntington Beach Pier and Beaches annually. • Each year the City will conduct over 100 specific events, many of which will be televised nationally and internationally. • The City will provide 24 hour security on the Pier Plaza. • The downtown redevelopment is scheduled to complete two new major mixed use projects by 1997. • Exclusive site! This ATM location lease will be the only ATM site on the Cities Pier and 3 miles of beaches! . • You can secure a 5 year lease with a 5 year option. THE PROCESS ■ - The City will select a Bank through a Request for Proposal process. The City Council wishes to have a Bank who has experience and financial ability to develop and operate a successful ATM Kiosk. First priority will be given to Huntington Beach Banks. ■ After the RFP'S are analyzed, a City Council sub committee will select the best proposal to recommend to the entire City Council. City staff will then prepare a lease based on the terms and conditions presented in the proposal. If an agreement is reached, the City Attorney's Office will prepare the final documents for signature. ■ The concept is for the City to build the Pier Plaza in the fall of 1996. The successful Bank will be allowed to build their ATM Kiosk at the same time. The Pier Plaza is scheduled to open during the summer of 1997. ■ The chosen Bank will be responsible for the funding, building, furnishing, and operating the ATM Kiosk. ■ The ATM Kiosk would be subject to City approval of the architectural plans submitted by the proposed Bank. The architectural design of the Kiosk must be compatible with the theme of the Pier Plaza. ■ For a tour of the site or questions on the selection process contact. Ron Hagan, Director Community Services (714) 536 - 5291 REQUEST FOR PROPOSAL (Please answer all questions and attach any material you wish to be considered) Name of Organization/ Bank: Mailing Address: Contact Person: Phone: FAX: How many ATMs does your organization/bank currently own and operate? Are any of these ATMs located in a kiosk or similar structure? Yes No Are any of these ATMs located on public property? Yes No If yes, please describe the lease relationship: The city's proposed kiosk area for ATMs within the Pier Plaza is .'15' x 15'. Will this meet your needs for a free-standing ATM kiosk? Yes No • • If not, what would your needs for area space be? The city is desirous of an ATM kiosk with a minimum of two machines and a maximum of four. Will this meet your needs? Yes No If not, how many machines would you like to have at the site? The minimum annual revenue anticipated by the city for the lease of this site is $50,000 per year. Please indicate your proposed minimum annual ATM location rent to the city. The city's standard lease format is a five-year term with a five- year option. Will this meet your needs? Yes No If not, what term lease would you propose? Is there any additional material you wish the city to consider in analyzing your proposal? Attach additional pages, if necessary.) PAGE 2/2 JUN-13-98 0S.4S FRoM.joHw11WN & HIGGINS ID-31 a 1:3S30 A IL ftgrm g; CORI PRQQUCER THIS CEFITIFICATE, IS ISSUED AS A MATTER OF INFORMA-13ON ONLY AND Johnson & Wiggins of Califomle CONFERS NO RIOWS JUPONTHE CERTIFICATE HOLDER. THis CERTIFICATE DOES NOTAMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE Casualty Departrnwt POUCIES BELOW. 2029 Century Park rmft-t COMPANIES AFFORDING COVERAGE Los Angeles. CA 90067 Tal: (310) 552-5905 A LoompAw ZrrER CONTINENTAL CASUALTY COMPANY 13600-00000 O"AW B NSURM LeTwR NIA CAUFORNIA FEDERAL BANK 5700 WILSHIRE BOULEVARD, SUITE 325E LceormrapAkw C CONTINENTAL CASUALTY COMPANY LOS ANGELES CA 9W36 cowmy LwrrbR cc*ApAw E LZTTM THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUiREMENT. TERM OR CONDMON OF ANY CONTRACT OR OTHER DOCUMENT W" RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY P9RTAI.% THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. E)CCLUMONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE SEEN REDUCED By PAID CLAIMS. co LTR n YK OF IN$URAW:F- POUCY)FUMSM POLICY EFFECT11VE DATE W=ArO POILICY EXPIPATKM DATE WKW" 1.011115 I QfNEPAL L"UTY GL 302624038 Olffilm 01/0119T QENEf�1- 2,OOOLMO P900UC114XW/0P AM3, 6 z0000w A X cwm0cALGw4pALuABp-rrY CLAIMSMAWL ACCMFL PMVXNL& ADV. WAAW $ 1.000,000 9AC-'4 CK=RR040E 6 1.00op00 OV4V" & CZ*4TRAGIC" PACT- PRE 12AMAGE (AN aft &4 1; too, Om LWD.EVENSELAmom 9 5,000 Atny>81LE UABLUTr • iPpRo AS TO •!'Ukm;-- 1MYA= I GAIL AST Wr L-P,NJL4 Y ALI. ahNM AUTOS .T014 CITI ATTbRNEY "-?- SONEDULM AUTM ),Y HLREDAUTOS BY: cit it kt-orno NON-OW�,= AV= De u (pl-i= PF0FEMQA"r= EXC= UA15911Y FACH OCCUFFJUJC E 8; Aea%QATE UMBRELLAFOW OrrO; 7FM UMSFaIA POFM ... 4. �-- =-e RH WC 50252-4M 02101M 07101197 — I STATVTORY LM13 ve WORKM COUIREMAMON EACH ACCOENT Is 1mo.000 AND IGY LUT is 1.000.000 DAMOVEW UA81341Y DMEASELEACH 5UPLOYEE Is 1040.000 07HER L offsevoTIM11 OF op 17210 (LW=M0X5E3URJr;0TToRETWn0N$) THE CERTIFICATE HOLDERS ARE HEREBY NAMED AS ADDITIONAL INSUREDS TO THE EXTENT CONTRACTUALLY REQUIRED FOR THE DMLOPNEIIT AND OPERATION OF CALIFORNIA FEDEM BANK'S AUTOMATED TELLER KACHINE KIOSK LOCATED NEXT TO THE HIJUTINGTON BMH PIER UTTRIN THE PLANNED PIER PLAZA AT PACIFIC COAST HIGHWAY AND MAIN. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED. BEFORE THE T!POIRATION EXDATE THEREOF, THE ISSUING COMPANY WILL 902WOVOW( THE CITY OF HUNTINGTON BEACH, ITS OFFICERS, AGENTS AND EMPLOYEES NWL_93Q_ DAYS WRrrTEN NOTICE TOTHE CERTIR CATE MOLDER NAMED TO THE I ATTN: COMMUNITY SERVICES DEPARTMENT, LEFr, MR, RON HAGAN ]CIft AUTMFMM PAPKSaTA*nvE 2000 MAIN STREET HUNTINGTON BEACH, CA 0264.8 D, ............