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Visit Huntington Beach (VHB) - 2015-03-02
- Dept. ID ED 15-03 Page 1 of 2 Meeting Date: 3/2/2015 4ep4oV� 7-0 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 3/2/2015 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Ken Domer, Assistant City Manager Kellee Fritzal, Deputy Director, Business Development SUBJECT: Approve and authorize execution of a License Agreement with Visit Huntington Beach (VHB) for use of the Visitors' Kiosk located at Pier Plaza Statement of Issue: The City Council is asked to approve a five-year license agreement with Visit Huntington Beach for the use of the visitors kiosk located at Pier Plaza. Financial Impact: The License Agreement is estimated to generate revenue of approximately $2,400 annually and a total minimum of $12,000 over the term not including consumer price index increases (formerly $10 annually). Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "Non -Exclusive License Agreement Between the City of Huntington Beach and Visit Huntington Beach" (formerly Huntington Beach Conference and Visitors Bureau) for the use of the Visitors' Kiosk located at Pier Plaza. Alternative Action(s): Do no approve the License Agreement and provide direction to staff. Analysis: Visit Huntington Beach (VHB — formerly the Huntington Beach Conference and Visitors Bureau) is a non-profit 501(C)(6) corporation that currently markets and promotes the City of Huntington Beach as a premier overnight destination throughout the region, California, USA, and internationally. The VHB visitors kiosk is located at Pier Plaza and is operated by VHB under a license agreement to promote and make available information on local restaurants, businesses, and citywide activities. The City and VHB have negotiated a new license agreement which permits VHB's continued use of the visitors kiosk to disseminate information about events and activities in the City. The new license agreement contains a five (5) year term with one (1) option to extend for an additional five (5) years and results in a license fee increase from $10.00 per year to $200.00 per month. This fee equates to approximately $1.48 per square foot (PSF), which is greater than other existing concession agreements such as the Surf City Store, Kite Connection and Lets Go Fishing. The City Attorney's Office has prepared the proposed license agreement and VHB has reviewed and approved. As such, staff recommends that City Council approve this license agreement with VHB. HB -75- Item 8. - I Dept. ID ED 15-03 Page 2 of 2 Meeting Date: 3/212015 Environmental Status: Not applicable Strategic Plan Goal: Strengthen economic and financial sustainability Improve quality of life Attachment(s): 1. License Agreement between the City and VHB Item 8. - 2 xB -76- NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND VISIT HUNTINGTON BEACH THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Licensor"), and VISIT HUNTINGTON BEACH ("Licensee"), a non profit 501(c)(6) organization. WHEREAS, Licensee represents and warrants that it is a non profit 501(c)(6) organization that wishes to disseminate information regarding events and activities in the City of Huntington Beach; and That there are no lawsuits or claims against it or any of its employees, agents or volunteers, for negligence, violations of law or misconduct; and The City constructed a kiosk on Pier Plaza that, in part, houses an information center as well as an automated teller machine. Licensor has relied on Licensee's above representation and warranties as a basis for entering into this Agreement and on that basis desires to allow such use. NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged, the parties covenant and agree as follows: 1. PREMISES AND PERMISSION TO USE Licensor owns the real property known as Pier Plaza located in Huntington Beach, California (hereafter the "Premises). Licensor also owns the Kiosk building ("Kiosk") located on Premises. Exhibit "A" contains the exact location of the Kiosk (excluding those portions of the Kiosk that will be used exclusively as an automated teller machine (ATM)); drawings and sketches of the Kiosk are also depicted on Exhibit "A." Exhibit A is attached hereto and incorporated by this reference. Licensor grants to Licensee a non-exclusive license to occupy and operate the Kiosk 14-4440/114471.doc 1 within the Premises. The license granted herein is conditioned on Licensee operating the Kiosk discussed herein The right and permission of Licensee is subordinate to the prior and paramount right of Licensor to use the Premises for public purposes to which it is now and may, at the option of Licensor, be devoted. Licensee undertakes and agrees to use the Premises and to exercise this license at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Premises by Licensor. Licensee hereby acknowledges title to the Premises is vested in Licensor and agrees never to assail or resist the same, and further agrees that Licensee's use and occupancy of the Premises shall be referable solely to the permission herein given. Licensee agrees to obtain prior written approval from Licensor which may be withheld at the sole discretion of Licensor before any alteration or expansion of the Premises. 2. LICENSEE'S RESPONSIBILITIES FOR OPERATING A KIOSK AT PIER A. General Requirements: (1) Obtain and maintain any governmental licenses, permits and approvals required to enable Licensee to operate the Kiosk as provided herein on the Premises; (2) Provide fully qualified staff in accordance with any applicable governmental and/or City requirements; Kiosk; (3) Provide any equipment, supplies and materials required to operate the (4) Allow ATM owner / employees or their designees access to the frontloading ATM for repair, maintenance, cash removal and/or any other access requirements that will be detailed in a separate agreement between the Licensor and the owner of the ATM. Said 14-4440/114471.doc 2 terms and conditions will be provided to Licensee upon execution by Licensor and ATM owner. Licensee is aware of and agrees that the City at its sole and absolute discretion may negotiate terms and conditions of the ATM including location of equipment, hours of operation, construction schedule maintenance etc. and that those terms and conditions may conflict with terms and conditions of this License; in the event of a conflict, the terms and conditions contained in the agreement between Licensor and ATM owner shall govern. (5) Licensee shall not obstruct, cause or permit any obstruction surrounding the Premises or any part thereof in any manner whatsoever. B. Maintenance Requirements: (1) Licensee shall be solely responsible for all exterior and interior maintenance, including landscaping (if needed), roof, paint, and flooring etc. (except for actual ATM machine and enclosed ATM interior area). All choices of exterior paint color must be submitted to Licensor's Director of Community Services for approval; and (2) Licensee shall be solely responsible for non -custodial interior maintenance including any modifications made to interior kiosk space, voice or data equipment etc. (3) Licensee shall be solely responsible for all interior custodial maintenance of the Premises; (4) Licensee shall comply with all written notices served by Licensor with regard to the care and maintenance of the Premises as provided herein. The written notice will specify the work to be done, the estimated cost of such work 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 as specified on the notice, Licensor shall then proceed to cause the required work to be performed and Licensee shall be responsible for the cost of such work. 14-4440n 1447 1. aoc 3. 3. LICENSOR'S RESPONSIBILITIES Licensor shall be responsible for providing to Licensee the Premises for Licensee to provide services set forth herein. Licensor and Licensee will determine hours of operation which must be approved in writing by the Director of Community Services at his or her sole discretion. 4. LICENSE FEE Licensee shall pay Licensor Two Hundred Dollars ($200.00) per month plus annual CPI adjustments for use of the Premises (the "License Fee"). License fee shall become due and payable on an annual basis on the month and date of the commencement of this License. 5. TIME OF ESSENCE Time shall be the essence of this Agreement and each and all of its terms, covenants or conditions in which performance is a factor. 6. TERM This Agreement shall commence at 12:01 a.m. on January 1, 2015 at 12:01 a.m., for a five-year term, which shall expire at 11:59 p.m. on December 31, 2019, unless extended, or sooner terminated, as provided for herein. At the end of the initial term, this Agreement may renew for one additional five-year term unless either party, with or without cause, gives the other party a minimum of thirty (30) days written notice prior to expiration of the lease of its intent not to renew for the additional term. 7. NON -POSSESSORY INTEREST Licensor retains full possession of the Premises and any improvements or personal property owned by Licensor on the Premises. Licensee will not acquire any interest in the Premises, improvements or property, either temporary, permanent, irrevocable, possessory or otherwise, by reason of this Agreement or by the exercise of the permission given herein. Licensee 14-4440/114471.doc 4 shall make no claim to any such interest. Any violation of this provision by Licensee will immediately void and terminate this Agreement. 8. NON -RECORDING Licensee shall not record this Agreement. 9. INDEMNIFICATION. DEFENSE AND HOLD HARMLESS AGREEMENT Licensee hereby agrees to protect, defend, indemnify and hold harmless Licensor, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with Licensee's, (or Licensee's sublicensee, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Licensor. Licensor shall be reimbursed by Licensee for all costs and attorneys' fees incurred by Licensor in enforcing this obligation. Licensee will conduct all defense at its sole cost and expense and Licensor shall approve selection of Licensee's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Licensee. 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE Licensee acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it shall comply with such provisions prior to the commencement of this Agreement. Licensee shall obtain and furnish to Licensor workers' compensation and employers' liability insurance in amounts not less than the State statutory limits. Licensee shall require all its 14-4440/114471.doc 5 sublicensees and contractors to provide such workers' compensation and employers' liability insurance for all of the sublicensees' and contractors' employees. Licensee shall furnish to Licensor a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and Licensee shall similarly require all sublicenses and contractors to waive subrogation. 11. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and Licensee's covenant to defend, hold harmless and indemnify Licensor, Licensee shall obtain and furnish to Licensor, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shall indemnify Licensee, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000.00) for the Premises. This policy shall name Licensor, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Agreement shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or a "deductible" or any other similar form of limitation on the required coverage in excess of $5,000. 14-4440/114471.doe 6 12. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to commencement of this Agreement, Licensee shall furnish to Licensor certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: (a) provide the name and policy number of each carrier and policy; (b) shall state that the policy is currently in force; and (c) shall promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of Licensor; however ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Licensee shall maintain the foregoing insurance coverages in force during the entire term of the Agreement or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverages shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this Agreement. Licensor or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 13. INSURANCE HAZARDS Licensee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for, or cause the cancellation of any liability, property, or other insurance policy for the Premises or required by this Agreement. Licensee shall, at its sole cost and expense, comply with all requirements of any insurance carrier providing any insurance policy for the Premises or required by this Agreement necessary for the continued maintenance of these policies at reasonable rates. 14-4440/114471.doc 14. RELOCATION AND ASSISTANCE In the event this Agreement is terminated for any reason by Licensor, Licensee shall not be entitled to any relocation rights or benefits and expressly waives such benefits and rights under local, State or Federal relocation assistance plans. 15. INSPECTION OF PREMISES Without advance notice given by Licensor to Licensee, Licensee shall permit Licensor or Licensor's agents, representatives or employees to enter the Premises at all reasonable times for the purpose of inspecting, investigating and surveying the Premises to determine whether Licensee is complying with the terms of this Agreement and for the purpose of performing other lawful acts that may be necessary to protect Licensor's interest in the Premises or to perform Licensor's duties under this Agreement. Licensor also shall have the right in its sole discretion to perform any and all work of any nature necessary for the preservation, maintenance and operation of property owned, controlled or occupied by Licensor. If practicable, Licensee shall be given reasonable notice when such work becomes necessary, and Licensee shall adjust its operations on the Premises in such a manner that Licensor may proceed. 16. LICENSOR' S OPTION TO CLOSE THE PREMISES Licensor may close the Premises without liability whatsoever and without advance notice to Licensee therefore at any time as Licensor in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by Licensor in its sole discretion. In addition, upon reasonable notice, Licensor may close the Premises at its sole discretion without liability whatsoever if Licensor is hosting an event in the area that conflicts with the operation of the Kiosk. Determination of said conflict shall be at the sole discretion of the Director of Community Services. 144440/114471.doc 8 17. PUBLIC NECESSITY Licensor may, suspend or revoke this Agreement without liability to Licensee when public necessity so requires, or suspend operation immediately hereunder temporarily in the event of public emergency, as may be determined by the City Administrator in his or her sole discretion. Such suspension will terminate when the public necessity or emergency no longer exists. 18. PAYMENT OF UTILITY CHARGES Licensee shall open its own account with Southern California Edison and shall pay, and hold Licensor and the property of Licensor, free and harmless from, all charges for all public utility services including gas, water electricity, on the Premises during the entire term of this Agreement or any renewals or extensions thereof. 19. PERSONAL PROPERTY TAXES AND BUSINESS LICENSE Licensee shall timely pay all taxes, assessments, or other charges levied or imposed by any governmental entity on the trade fixtures and other personal property placed by Licensee in, on, or about the Premises including, without limiting the generality of the other terms used in this Section, any shelves, counters, partitions, fixtures, machinery and equipment, brought on the Premises by Licensee. If required by ordinance, Licensee shall maintain a business license from Licensor. 20. PAYMENT OF OBLIGATIONS Licensee shall promptly pay, at its sole cost and expense, before they become delinquent, any and all bills, debts, liabilities and obligations incurred by Licensee in connection with Licensee's occupation and use of the Premises and/or operation of the Information Kiosk. Upon request, Licensee shall promptly furnish to Licensor satisfactory evidence establishing such payment. 14-4440/114471.doc 9 21. COMPLIANCE WITH LAWS Licensee, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, State, county or municipal, relating to Licensee's use and occupancy of the Premises whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. This Agreement is expressly subject to the laws, regulations and policies of Licensor. Licensee shall deliver to Licensor a copy of any notice from any governmental entity received by Licensee regarding any alleged violation of law regarding the Agreement or Premises or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Premises. 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 grounds for termination of this Agreement by Licensor. 22. DAMAGE, DESTRUCTION OR NUISANCE Licensee shall not commit or permit the commission by others of any damage or destruction of, on, or to the Premises. Licensee shall not maintain, commit or permit the maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and Licensee shall not use or permit the use of the Premises for any unlawful purpose. 23. LIENS Licensee shall not permit any mechanics' or materialmens' or other liens to stand against the Premises by reason of any use or occupancy by Licensee, or any person claiming under Licensee. If Licensee desires to contest or withhold any payment which would lead to the placement of any liens or contest any such liens, then prior to commencing such contest and 14-4440/114471.doc 10 withholding, Licensee shall furnish Licensor with a bond to secure the payment of such obligation and obtain Licensor's prior written approval of the bond. 24. NO CONDEMNATION VALUE TO LICENSEE If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to Licensor. This Agreement shall have no condemnation value to Licensee. 25. TERMINATION Licensor or Licensee may terminate this Agreement upon thirty (30) days prior written notice to either party. 26. INSTALLATION AND REMOVAL OF TRADE FIXTURES Licensee shall provide any equipment, supplies and materials required to operate the Information Kiosk. In addition, Licensee may with prior written consent of the Licensor during the term of this Agreement and any renewal or extension thereof, at Licensee's sole cost and expense, install and affix in, to, or on the Premises such items, herein called "trade fixtures," for use in Licensee's trade or business as Licensee may, deem advisable. Any and all such trade fixtures that can be removed without structural damage to the Premises shall remain the property of Licensee and may be removed by Licensee at any time prior to the expiration or sooner termination of this License. 27. RESTORATION AND SURRENDER OF PREMISES/TITLE TO IMPROVEMENTS On expiration or termination of this Agreement, Licensee shall, without compensation to Licensee, promptly surrender and deliver the Premises to Licensor in as good condition as such were at the commencement date of this Agreement, reasonable wear and tear 14-4440/114471.doc I I excepted. Licensee also shall, without compensation to Licensee, surrender all improvements to Licensor in good condition and repair, ordinary wear and tear excepted, free and clear of all liens and encumbrances. Licensee also shall remove all of its trade fixtures and other personal property (all trade fixtures and/or personal property purchased by the City shall remain the property of the City and shall not be removed). Licensor may in its sole discretion accept all or any portion of the Premises, as then improved with improvements and no sum whatsoever shall be paid to Licensee or any other person; or Licensor may require Licensee to remove all or any portion of such improvements, at Licensee's own risk and cost and expense; or Licensor may itself remove or have removed all or any portion of such improvements, at Licensee's own risk and cost and expense. If required by Licensor to do so, in removing any such improvements, Licensee shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction. All such removal and restoration shall be to the satisfaction of Licensor and shall be completed within thirty (30) days of the expiration or termination of this Agreement, provided, however, that Licensee shall be considered a holdover licensee after expiration or termination of the Agreement until the time Licensee completes this removal and restoration work, including, without limitation, the removal of all of its trade fixtures and other personal property left on the Premises. In addition, all of Licensee's trade fixtures and other personal property left on the Premises after the expiration of this 30-day period, regardless of cause, shall be deemed abandoned by Licensee In Licensor's sole discretion, it may choose to do one or more of the following: (1) take any or all of such trade fixtures and other personal property as Licensor's property; (2) store any or all of such trade fixtures and other personal property in a public warehouse or other location at the sole cost, expense and risk of Licensee, and for the account and in the name of Licensee; or (3) dispose of any or all of such trade fixtures and other personal property at the sole cost, expense and risk of Licensee. In addition, Licensee's indemnification, hold harmless and defense obligations set forth in this 14-4440/114471.doc 12 Agreement shall apply to such trade fixtures and/or other personal property, and to Licensor's action with respect thereto. 28. DEFAULT BY LICENSEE Should Licensee default in the performance of any of the terms, conditions, or obligations contained in the Agreement, Licensor may, in addition to the remedies specified herein, re-enter and regain possession of the Premises in the manner provided by the laws of the State of California then in effect. 29. 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 the filing of a petition in bankruptcy shall terminate this Agreement and entitle Licensor to re-enter and regain possession of the Premises. 30. CUMULATIVE REMEDIES The remedies given to Licensor in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. 31. NO ASSIGNMENT OR SUBLEASE This Agreement is personal to Licensee, and Licensee shall not assign, sublease, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party. 32. WAIVER OF DEFAULT The waiver by Licensor of any default by Licensee of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent default by Licensee either of the same or another provision of this Agreement. 14-4440/114471. doe 13 33. CONSENT When Licensor's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 34. FORCE MAJEURE — UNAVOIDABLE DELAYS Should the performance of any act required by this Agreement 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 shall be extended for a period equivalent to the period of delay, and performance of the act during the period of delay shall be excused. Provided, however, that nothing contained in this Section shall excuse the prompt payment of the License Fee or other consideration by Licensee as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the parry, Licensor or Licensee, required to perform the act. 35. NOTICE Unless specifically providing for verbal or electronic notice, all notices, certificates, or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when (a) personally delivered; or (b) three (3) business days after being sent via United States certified mail — return receipt requested; or (c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that Licensor and Licensee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: 14-4440/114471.aoe 14 LICENSOR: LICENSEE: City of Huntington Beach VISIT HUNTINGTON BEACH Attn: Director of Economic Development Attn: Kelly Miller, President and CEO 2000 Main Street 301 Main Street, Suite 212 Huntington Beach, CA 92647 Huntington Beach, CA 92648-5171 36. BINDING ON HEIRS AND SUCCESSORS All the terms, covenants and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors, including, without limitation, their assignees, encumbrancers, occupiers or users, sublicensees or other transferees. The provisions of this Section shall not be deemed as a (1) waiver of any of the prohibitions and conditions against assignments, encumbrances, occupations or uses, sublicensees or other transfers hereinbefore set forth, or (2) Licensor's consent thereto. 37. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the termination or expiration of this Agreement, shall so survive. 38. WAIVER OF CLAIMS Licensee hereby waives any claim against Licensor, its officers, elected or appointed officials, employees, agents or volunteers for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this Agreement, or any part thereof, or caused by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable, or delaying the Agreement or any part thereof from being carried out. 39. CONFLICT OF INTEREST Licensee warrants and covenants that no official or employee of Licensor, nor any business entity in which an official or employee of Licensor is interested, (1) has been employed or retained by Licensee to solicit or aid in the procuring of this Agreement; or (2) shall be employed by Licensee in the performance of this Agreement without the immediate written divulgence of 14-4440/114471.doc 15 such fact to Licensor. In the event Licensor determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of Licensor, Licensee, upon request of Licensor, shall terminate such employment immediately. For default or violation of this Section, Licensor shall have the right both to terminate this Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business entity. No official or employee of Licensor shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 40. INDEPENDENT CONTRACTOR Licensee is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of Licensor. Licensee shall secure at its expense, and be responsible for all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions of Licensee and its officers, agents and employees and all business licenses, if any, in connection with the services to be performed hereunder. 41. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 42. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 14-4440i11447 1.aoc 16 43. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 44. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 45. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing parry shall not be entitled to recover its attorney's fees from the non -prevailing party. 1414440/114471.doc 17 46. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who signed it. 47. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise have been made by that party, or anyone acting on that party's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. The Agreement, and the attached exhibits, contain the entire agreement between the parties respecting the subject matter of this Agreement, the Premises, the licensing of the Premises to Licensee, or the term created under this Agreement and supersede all prior understandings and agreements, whether oral or in writing between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on MAOJ4- 60o9, , 20L� 144440/114471.doc 18 LICENSEE: VISIT HUNTINGTON BEACH C print name ITS: (circle one) Chairman/President/Vice President m print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary — Treasurer LICENSOR: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California May MY alty— Clerk 3r "Of INITIATED AND APPROVED: Deputy Director Economic Development REVIED AND APPROVED: APPROVED AS TO FORM: JA City Atto ey A,k, V --� 14-4440/114471.doe 19 LICENSEE: VISIT HUNTINGTON BEACH By: 41�1 ( 11'` print name ITS: (circle one) Chainnan/President/Vice President By: print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary —Treasurer 14-4440/114471.doc 19 LICENSOR: CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California Mayor City Clerk INITIATED AND APPROVED: Deputy Director of Economic Development REVIEWED AND APPROVED: City Manager APPROVED AS TO FORM: 'A- ��_ � ) - J CityAtto ey ELEVATIONS (D—E-J; 1/4" = 1'-O" e � ► _ :��� �, tip\ 1 _u ► zZs H HGEV A3.1 7 ��r,.-9 yy' �® C40 CERTIFICATE ®F LIABILITY INSURANCE 7ATE(MM/DDNYYY) 2/10/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTANAME: CT Monty Cortes Brilliant Business Insurance Solutions Inc. PHO No En: (g18)264-0300x a/c No: (818)330-6810 7257 Vassar Avenue, Ste. 200 E-MAIL Canoga Park, CA 91303 ADDRESS: monty@biz-insure.com License #: 0136099 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: Nautilus Insurance Company INSURED INSURER B InGURERC: Huntington Beach Marketing and Visitors Bureau, INSURERD: 301 Main Street Suite 212 INSURERE: Huntington Beach, CA 92648 INSURER F : f`nVFRAf;FA CERTIFICATE NIim RFR• nnnnnnnn_9QR39 REVISION NUMBER: 5 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 SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF MM/DDIYYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIALGENERALLIABILITY Y NN496680 02/12/2015 02/12/2016 EACH OCCURRENCE $ 1 OOO OOO CLAIMS -MADE F�wl I OCCUR DAMAGE PREM SESORENTED Ea occurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL B ADV I NJURY $ Excluded GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ Included �( POLICY ❑ PRO LOC $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ BODILY INJURY (Per person) $ ANYAUTO BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIREDAUTOS AUTOS APPROVEDAS c T B® p�, @t �q FVBHA PROPER ra Eident DAMAGE $ UMBRELLA LIAB OCCUR + EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE B L y Za DED RETENTION$ _ $ Michael WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE " - '- ' PER OTH- - STATUTE ER E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) N / A E.L. DISEASE- EA EMPLOYE $ E.L. DISEASE- POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, maybe attached if more space is required) City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers are included as Additional Insureds. CERTIFICATE H0 nF:P CANCFI I ATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Attn: Director of Economic Development ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main St AUTHORIZED REPRESENTATIVE Huntington Beach, CA 92647 640- MJC @ 1988-2014 ACORD CORPORATION. All rights reservea. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD Printed by MJC on February 10, 2015 at 11:31AM POLICY NUMBER: NN428387 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - PRIMARY AND NONCONTRIBUTORY This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s): City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Location(s) of Covered Operations: Operation loctions are subject to the policy exclusions and limitations Description of Work Performed for the Additional Insured: The City, its officers elected or appointed officals, employees, agents & volunteers are to be covered as additional insureds by separate attached endorsement as respect arising out of action performed by or on behalf of the contractor, premises, owned, occupied or used by the contractor A. Section II - Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured at the location(s) designated in the Schedule, but only for occurrences or coverages not otherwise excluded in the policy to which this endorsement applies. B. With respect to the insurance afforded to the additional insured, the following additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. The following is added to 4.a. of Other Insurance of Section IV - Commercial General Liability Conditions: If required in a written contract, your policy is primary and noncontributory in the event of an occurrence caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf that occurs while performing ongoing operations for the additional insured at the location(s) designated in the Schedule. All other terms and conditions of this policy remain unchanged. L803 (06/07) Includes copyrighted material of Insurance Services Office, Inc., with its permission. PDF created with pdfFactory trial version www.r)dffactory.com BERKSHIRE HATHAWAY Worker's Compensation and Employer's Liability Policy Go% U �� INSURANCE AmGUARD Insurance Company - A Stock Company COMPANIES Policy Number HUWC638679 Renewal of HUWC531443 NCCI No. [21873] Policy Information Page [1]Named Insured and Mailing Address Huntington Beach Marketing & Visitors Bureau 301 Main St Suite 208 Huntington Beach, CA 92648 Federal Employer's ID 33-0368191 Agency AUTOMATIC DATA PROCESSING INSURANCE AGENCY, INC, 1 ADP Boulevard Roseland, NJ 07068 Agency Code: NJADPI10 Insured is Non profit Locations on Policy - See Extension of Information Page - [2] Policy Period ----.......___ From January 1, 2015 to January 1, 2016, 12:01 AM, standard time at the insured's mailing address. [3] Coverage A, Workers' Compensation Insurance - Part One of this policy applies to the Workers' Compensation Law of the following states: California B. Employer's Liability Insurance - Part Two of this policy applies to work in each of the states listed in item [3]A. The limits of our liability under Part Two are: Bodily Injury by Accident - each accident $1,000,000 Bodily Injury by Disuse - each employee $1,000,000 Bodily Injury by Disease - policy limit $1,000,000 C. Other States Insurance - Part Three of this policy applies to all states, except any state listed in item [3]A. and the states of North Dakota, Ohio, Washington, and Wyoming. D. This policy includes these endorsements and schedules: See Extension of Information Page - Schedule of Forms - WC 040004 [4] Premium The Premium Basis and, therefore, the premium will be determined by our Manual of Rules, Classifications, Rates, and Rating Plans. All required information is subject to verification and change by audit. (Continued on another page) ichael Gates, City Attorney Total Estimated Policy Premium $ 10,068 Total Surcharges/Assessments 452.00 Total Estimated Cost $ 10,520.00 INTERNAL USE XX Information MGA HUWC638679 Page - 1 - Page Date : 12/02/2014 WC 000001A Issuing Office: P.O. Box A-H, 16 S. River Street, Wilkes-Barre, PA 18703-0020 o www,guard.com WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 00 03 (Ed. 7-98) (L2) EXTENSION OF INFORMATION PAGE Schedule of Locations ITEM 1 POLICY NO. HUWC638679 325 Pacific Coast Hwy , Huntington Beach, CA 92648 (01/01/2015 - 01/01/2016) Page -2- 01998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 00 04 (Ed. 7-98) EXTENSION OF INFORMATION PAGE Schedule of Forms ITEM 3D POLICY NO, HUWC638679 Form Numbers Applicable States * PN049901E - CA YOUR RIGHT TO RATING AND DIVDEND INFO * PN049902B - CA POLICYHOLDER NOTICE - WC RATING LAWS * PN049904 - CA INS. GUARANTEE ASSOC.(CIGA) SURCHARGE * WCOOOOOOC - STANDARD POLICY * WC000001A - INFORMATION PAGE * WC000114 - NOTICE OF PENDING LAW CHANGE TO TRIPRA * WC000421C - CATASTROPHE(OTHER THAN CERT ACTS OF TERR * WC000422A - TERR RISK INS PROG REAUTHORIZATION ACT * WC040003 - CA EXT OF INFO PAGE-SCH OF LOCATIONS * WC040004 - CA EXT OF INFO PAGE -SCHEDULE OF FORMS * WC040301B - POLICY AMENDATORY ENDORSEMENT-CALIFORNIA * WC040310 - CA DUTY TO DEFEND * WC040410 - CA ESTIMATED ANNUAL PREMIUM ENDORSEMENT * WC040422 - CALIFORNIA SHORT -RATE CANCELLATION END'T * WC040601A - CA CANCELLATION ENDORSEMENT * WC990000 - AUTHORIZATION AND ATT—ESTATION END'T * WC990014 - CALIFORNIA CHANGES - AMENDATORY END'T * As part of our ongoing commitment to environmental responsibility throughout our operations, we have chosen not to reprint those forms (marked with an asterisk) that have not changed and were previously sent to you. You can obtain a new copy of any of these forms by accessing your account information at our Policyholder Service Center (a selection available via our web site at https://policyholder.guard.com), Please be aware that you will be asked to enter your policy number, policy inception date, and federal ID number in order to log on to this secure portion of our site. Alternatively, you can contact us via phone at 800-673-2465; our Customer Service Representatives will either be able to help you locate a document yourself or can send a copy to your, As always, we thank you for selecting us as your insurer. We look forward to serving you! * As part of our ongoing commitment to environmental responsibility throughout our operations, we have chosen not to reprint those forms (marked with an asterisk) that have not changed and were previously sent to you. You can obtain a new copy of any of these forms by contacting us via phone at 800-673-2465; our Customer Service Representatives will either be able to help you locate a document yourself or can send a copy to your. As always, we thank you for selecting us as your insurer. We look forward to serving you! INTERNAL USE XX Page - 3 - Information Page MCA : HUWC638679 WC 000001A Date : 12/02/2014 Issuing Office: P.O. Box A-H, 16 S. River Street, Wilkes-Barre, PA 18703-0020 ® www.guard.com BERKSHIRE HATHAWAY Worker's Compensation and Employer's Liability Policy UARD INSURANCE AmGUAR® Insurance Company - A Stock Company NGCOMPANIES Policy Number HUWC638679 Renewal of HUWC531443 NCCI No. [21873] [4] Premium (cont.) Policy Information Page California Classification Code Premium Basis: Total Estimated Annual Remuneration Rate per $100 Remuneration Estimated Annual Premium Effective: 01/01/2015-01/01/2016 - STORE: RETAIL, NOC SALESPERSONS -OUTSIDE 8017 8742 8810 79,453.00 _ 271,300.00 - 460,231.00 6,25 _ .92 4,966 2,496 3,360 _ CLERICAL OFFICE EMPLOYEES NOC � ��-.73 Territorial Rating, San Diego and Imperial Valley _ CATR 900w -1,082 Tot Est Premium O1/O1/2015 OS/O1/201fi 9,740 Premium Discount 0063 _ 2.433% -237 Minimum Premium _$1,100 Tot Est Standard Premium for California _-�M-� 9,503 Policy Totals Total Estimated Standard Premium for California 9,503 Expense Constant � 160 Terrorism CA 9740 0.03 810,984 � � -�� 243 Catastrophe 9741 0.02 810,984 � � 162 Minimum Premium CA $1,100���� Total Estimated Annual Premium 10,068 CA WCARF Assessment 01/01/2015-01/01/2016 1.2247% 123 CA Fraud Surcharge 01/01/2015-01/01/2016. 0.2544% 26 CA CIGA Surcharge 01/01/2.015-01/01/2016 2,2500°10�- 227 CA SIBTF Assessment 01/01/2015-01/01/2016 0.1291% 13 CA UEBTF Assessment 01/0l./2015-01/01/2016 0.1603% � 16 CA OSHF Assessment 01/01/2015-01/01/2016 0.2166% CA LECF Assessment 01/01/2015-01/01/2016 0.2452%w 22 25 Total Estimated Cost for HUWC638679 10,520 INTERNAL USE XX Page - 4 - Information Page MGA HUWC638679 Date : 12/02/2014 WC 000001A Issuing Office: P.O. Box A-H, 16 S. River Street, Wilkes-Barre, PA 18703-0020 • www.guard.com BERKSHIRE HATHAWAY Worker's Compensation and Employer's Liability Policy UARD INSURANCE AmGUAR® Insurance Company - A Stock Company NGCOMPANIES Policy Number HUWC638679 Renewal of HUWC531443 NCCI No. (21873] Policy Information Page Policy Payment Terms Payment Option; Pay -by -Pay You have requested payment via payroll deduction, so your premium will be deducted from your account by your payroll service and remitted to us in accordance with the timetable you have established with that provider. Since you have agreed to pay via this methodology, we have waived our usual down payment requirement and authorized you to pay in smaller increments over a longer period of time than would otherwise be the case. If payroll deduction is terminated or suspended for any reason or if you fail to maintain sufficient funds in your account to meet your obligations to us, the entire remaining unpaid balance shall then become immediately due and payable. * If we provided you with coverage in a prior policy term and any unpaid premium is owed for that year, you must pay the amount due in full by the date specified in our billing notice. INTERNAL USE XX MGA : HUWC638679 Date : 12/02/2014 Page - 5 - Issuing Office: P.O. Box A-H, 16 S. River Street, Wilkes-Barre, PA 18703-0020 • www.guard.com �oew, i�Zt�i�. Use our Policyholder Service Center (PSC) to quickly and easily: Make and track your payments. Complete your premium audit. View important policy information (some forms are on-line only). Check the status of a claim. Download safety materials. Go paperless now. �� /f •� �G� �% ij�/ BERKSHIRE HATHAWAY GUARDINSURANCE COMPANIES ACCOUNT OVERVIEW for JOHN DOE , green _A_CD123456 Workers' Compensation (Expired 06/01/2012) j ABC Company 1 Policy Status: In Farce 06/01/2011 - 06/01/2012 Repdrt.Cla!m flnd,Doctor ! NEWS & UPDATES Message from Chief Operating Officer Carl Witkowski "Our new and Improved Policyholder Service Center was designed with you, our ultimate customer, first and foremost in mind. We focused on your ability to ®fulfil your purpose for visiting as quickly and as easily as passible. The most commonly accessed pages are now linked in an Account Overview that also Includes a drop -down for flipping from one Berkshire Hathaway GUARD policy to another. Every other available resource, tool, ortidblt of information is linked from our home page as well. Now, you are only ever one click away from your destination. Welcome! We'd love to hearaboutyourvisit ' We Want Your Feedback! uwro r We understand you may have questions about information and features we _ - - make available on our Policyholder Service Center, and we encourage i feed back to help us make our services even better for your use, _.. ------- —---------� © GUARD Insurance Group, Inc. Privacy Policy • Poyhol er Service Center Terms an licd Conditions WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 00 00 B WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY In return for the payment of the premium and subject to all terms of this policy, we agree with you as follows: GENERAL SECTION A. The Policy This policy includes at its effective date the Infor- mation Page and all endorsements and schedules listed there. It is a contract of insurance between you (the employer named in Item 1 of the Informa- tion Page) and us (the insurer named on the Infor- mation Page). The only agreements relating to this insurance are stated in this policy. The terms of this policy may not be changed or waived except by endorsement issued by us to be part of this policy. B. Who is Insured You are insured if you are an employer named in Item 1 of the Information Page. If that employer is a partnership, and if you are one of its partners, you are insured, but only in your capacity as an em- ployer of the partnership's employees. C. Workers Compensation Law Workers Compensation Law means the workers or workmen's compensation law and occupational disease law of each state or territory named in Item 3.A. of the Information Page. It includes any amendments to that law which are in effect during the policy period. It does not include any federal workers or workmen's compensation law, any fed- eral occupational disease law or the provisions of any law that provide nonoccupational disability benefits. D. State State means any state of the United States of America, and the District of Columbia. E. Locations This policy covers all of your workplaces listed in Items 1 or of the Information Page; and it covers all other workplaces in Item 3.A. states unless you have other insurance or are self -insured for such workplaces. (Ed. 07-11) PART ONE WORKERS COMPENSATION INSURANCE A. How This Insurance Applies This workers compensation insurance applies to bodily injury by accident or bodily injury by disease. Bodily injury includes resulting death. 1. Bodily injury by accident must occur during the policy period. 2. Bodily injury by disease must be caused or ag- gravated by the conditions of your employment. The employee's last day of last exposure to the conditions causing or aggravating such bodily in- jury by disease must occur, during the policy pe- riod. B. We Will Pay We will pay promptly when due the benefits required of you by the workers compensation law. C. We Will Defend We have the right and duty to defend at our expense any claim, proceeding or suit against you for benefits payable by this insurance. We have the right to in- vestigate and settle these claims, proceedings or suits. We have no duty to defend a claim, proceeding or suit that is not covered by this insurance. D. We Will Also Pay We will also pay these costs, in addition to other amounts payable under this insurance, as part of any claim, proceeding or suit we defend: 1. reasonable expenses incurred at our request, but not loss of earnings; 2. premiums for bonds to release attachments and for appeal bonds in bond amounts up to the amount payable under this insurance; 3. litigation costs taxed against you; 4. interest on a judgment as required by law until we offer the amount due under this insurance; and 5. expenses we incur. E. Other Insurance We will not pay more than our share of benefits and costs covered by this insurance and other WC 00 00 00 B © 2011 National Council on Compensation Insurance. Page 1 of 6 (Ed. 07-11) Wolters Kluwer Financial Services I Uniform FormsTM WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 0421 C (Ed. 9-08) CATASTROPHE (OTHER THAN CERTIFIED ACTS OF TERRORISM) PREMIUM ENDORSEMENT This endorsement is notification that your insurance carrier is charging premium to cover the losses that may occur in the event of a Catastrophe (other than Certified Acts of Terrorism) as that term is defined below. Your policy provides coverage for .workers compensation losses caused by a Catastrophe (other than Certified Acts of Terrorism). This premium charge does not provide funding for Certified Acts of Terrorism contemplated under the Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement (WC 00 04 22 A), attached to this policy. For purposes of this endorsement, the following definitions apply: • Catastrophe (other than Certified Acts of Terrorism): Any single event, resulting from an Earthquake, Noncertified Act of Terrorism, or Catastrophic Industrial Accident, which results in aggregate workers compensation losses in excess of $50 million. • Earthquake: The shaking and vibration at the surface of the earth resulting from underground movement along a fault plane or from volcanic activity, • Noncertified Act of Terrorism: An event that is not certified as an Act of Terrorism by the Secretary of Treasury pursuant to the Terrorism Risk Insurance Act of 2002 (as amended) but that meets all of the following criteria: a. It is an act that is violent or dangerous to human life, property, or infrastructure; b. The act results in damage within the United States, or outside of the United States in the case of the premises of United States missions or air carriers or vessels as those terms are defined in the Terrorism Risk Insurance Act of 2002 (as amended); and c. It is an act that has been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. • Catastrophic Industrial Accident: A chemical release, large explosion, or small blast that is localized in nature and affects workers in a small perimeter the size of a building. The premium charge for the coverage your policy provides for workers compensation losses caused by a Catastrophe (other than Certified Acts of Terrorism) is shown in Item 4 of the Information Page or in the Schedule below. Schedule State Rate Premium CA 0.020 162.00 (The Information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No, HUWC638679 Endorsement No. Insured Premium: Insurance Company Countersigned by ----------------------------- WC 00 04 21 C (Ed. 9-08) © Copyright 2008 National Council on Compensation Insurance, Inc. All Rights Reserved, WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 04 22 A (Ed. 9-08) TERRORISM RISK INSURANCE PROGRAM REAUTHORIZATION ACT DISCLOSURE ENDORSEMENT This endorsement addresses the requirements of the Terrorism Risk Insurance Act of 2002 as amended and extended by the Terrorism Risk Insurance Program Reauthorization Act of 2007. It serves to notify you of certain limitations underthe Act, and that your insurance carrier is charging premium for losses that may occur in the event of an Act of Terrorism. Your policy provides coverage for workers compensation losses caused by Acts of Terrorism, including workers compensation benefit obligations dictated by state law. Coverage for such losses is still subject to all terms, definitions, exclusions, and conditions in your policy, and any applicable federal and/or state laws, rules, or regulations. Definitions The definitions provided in this endorsement are based on and have the same meaning as the definitions in the Act .If words or phrases not defined in this endorsement are defined in the Act, the definitions in the Act will apply. "Act" means the Terrorism Risk Insurance Act of 2002, which took effect on November 26, 2002, and any amendments thereto resulting from the Terrorism Risk Insurance Program Reauthorization Act of 2007. "Act of Terrorism" means any act that is certified by the Secretary of the Treasury, in concurrence with the Secretary of State, and the Attorney General of the United States as meeting all of the following requirements: a. The act is an act of terrorism. b. The act is violent or dangerous to human life, property or infrastructure. c. The act resulted in damage within the United States, or outside of the United States in the case of the premises of United States missions or certain air carriers or vessels. d. The act has been committed by an individual or individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion. "Insured Loss" means any loss resulting from an act of terrorism (and, except for Pennsylvania, including an act of war, in the case of workers compensation) that is covered by primary or excess property and casualty insurance issued by an insurer if the loss occurs in the United States or at the premises of United States missions or to certain air carriers or vessels. "Insurer Deductible" means, for the period beginning on January 1, 2008, and ending on December 31, 2014, an amount equal to 20% of our direct earned premiums, over the calendar year immediately preceding the applicable Program Year. "Program Year" refers to each calendar year between January 1, 2008 and December 31, 2014, as applicable. Limitation of Liability The Act limits our liability to you under this policy. If aggregate Insured Losses exceed $100,000,000,000 in a Program Year and if we have met our Insurer Deductible, we are not liable for the payment of any portion of the amount of Insured Losses that exceeds $100,000,000,000; and for aggregate Insured Losses up to $100,000,000,000, we will pay only a pro rata share of such Insured Losses as determined by the Secretary of the Treasury. Policyholder Disclosure Notice 1. Insured Losses would be partially reimbursed by the United States Government. If the aggregate industry Insured Losses exceed $100,000,000 in a Program Year, the United States Government would pay 85% of our Insured Losses that exceed our Insurer Deductible. 2, Notwithstanding item 1 above, the United States Government will not make any payment under the Act for any portion of Insured Losses that exceed $100,000,000,000. 3. The premium charge for the coverage your policy provides for Insured Losses is included in the amount shown in Item 4 of the Information Page or in the Schedule below. 0 Copyright 2008 National Council on Compensation Insurance, Inc. All Rights Reserved. WC 00 04 22 A (Ed. 9-08) WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Schedule State Rate CA 0.030 Premium $243.00 This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Policy No. HUW C638679 Endorsement No, Insured Premium $ Insurance Company Countersigned by_______________ WC 00 04 22 A (Ed. 9-08) 0 Copyright 2008 National Council on Compensation Insurance, Inc. All Rights Reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY ESTIMATED ANNUAL PREMIUM ENDORSEMENT—CALIFORNIA WC 04 04 10 (Ed. 1-88) The premium with respect to the insurance provided by this policy by reason of the designation of California in item 3 of the Information Page is subject to experience modification, The experience modification, when issued, will be effective on N_/A _ _ _ your normal anniversary rating date. Pending the issuance of the experience modification by the Workers' Compensation Insurance Rating Bureau of California, the estimated annual premium shown below is based on the experience modification previously applicable to your operations. The estimated annual premium will be revised when the Bureau issues the applicable experience modification. ESTIMATED ANNUAL PREMIUM $ 10,520.00 The estimated annual premium shown above is based on a prior experience modification of __N/A_____ which was effective on N/A NOTE: THE ESTIMATED ANNUAL PREMIUM MAY BE INCREASED WHEN THE BUREAU ISSUES THE EXPERIENCE MODIFICATION APPLICABLE TO THIS POLICY. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Insured Policy No. HUWC638679 Insurance Company Countersigned By Endorsement No. ©1998 bythe Workers' Compensation Insurance Rating Bureau of California. All rights reserved. WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 99 00 00 WC990000CA (Ed. 4-14) AUTHORIZATION AND ATTESTATION ENDORSEMENT This endorsement authorizes the insurance contract between you and the GUARD insurance company subsidiary listed on the INFORMATION PAGE of your insurance policy. _ In Witness Whereof, this page executes and fully attests to this policy. If required by state law, the policy shall not be valid unless countersigned by our authorized representatives. Authorizing signatures Elaine A. Sola, CPCU Secretary 17j Sy Foguel, ACAS, FILAA Chief Executive Officer and President r+vr/ u This endorsement authorizes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Insured Effective Policy No. HUWC638679 Endorsement No. Premium Insurance Company Countersigned by WC 99 00 00 WC 99 00 00 CA (Ed. 4-14) Copyright 2013 GUARD Insurance Group, Inc. THANKS FOR SELECTING US BERKSHIRE HATHAWAY INSURANCE HGUARDCOMPANIES Huntington Beach Marketing & Visitors Bureau 301 Main St Suite 208 Huntington Beach, CA 92648 AGENCY, INC, I www.guard.com In cooperation with AUTOMATIC DATA PROCESSING INSURANCE AGENCY, INC. AUTOMATIC DATA PROCESSING INSURANCE AGENCY, INC, and Berkshire Hathaway GUARD Insurance Companies are pleased to have the opportunity to serve you by providing the superior products and customer services you deserve. If you have a question about your Workers' Compensation Policy or have a particular need, our combined professional staff will be available to assist you. Contact Your Agent for: Contact Berkshire Hathaway GUARD • Any inquiries about coverage issues, features that have been incorporated into your policy, and endorsements. • Requests for issuance of Certificates of Insurance. Phone: 800-524-7024 FAX: 866-663-8354 Available during regular business hours Insurance Companies for: • Any inquiries about billing when you are under a direct bill payment plan and receive statements in the mail from us. • Questions about the status of a claim or available safety services. Phone: 800-673-2465 FAX: 570-823-2059 E-Mail: csr@GUARD.com Monday through Friday; 8:00 AM to 6:00 PM EST (E-mail and voice mail after hours) To report a claim or loss call us immediately at 888-NEW-CLMS — 24 hours a day, seven days a week. The information below will be needed by you to complete this process. Specific instructions on reporting claims are included in the enclosed policy packet, YOUR POLICY NUMBER IS HUWC638679, YOUR INSURANCE CARRIER IS AmGUARD Insurance Company. YOUR POLICY EFFECTIVE DATE IS 01/01/2015. We have also supplied a list of medical providers who are qualified to treat work injuries. Please review all attached documents carefully. Additional value-added services available to all policyholders• • A unique Cooperative Care Program that integrates loss control, claims, and medical management activities and focuses on quality care for your injured employees and a fast return to work, • A Fraud Special Investigative unit and Hotline at 800-673-2465, • AND MUCH MORE! We appreciate your business and look forward to the opportunity to serve your insurance needs. Please keep a copy of this letter with your Berkshire Hathaway GUARD Insurance Companies policy for future reference. enclosed: Workers' Compensation Policy and a customized List of Providers HQ: CAI WC Your Business is Our Business SM DECTO I ■A'Y .0 Huntington Beach Marketing & Visitors Bureau 301 Main St Suite 208 Huntington Beach, CA 92648 Policyholder: Huntington Beach Marketing & Visitors Bureau Policy #: HUWC638679 Dear Policyholder, Berkshire Hathaway GUARD P.O. Box A-H • 16 S. River Street Wilkes-Barre, PA 18703-0020 570-825-9900 (Toll -Free $00-673-2465) FAX 570-823-2059 www.guard.com 12/2/2014 Thank you for selecting Berkshire Hathaway GUARD Insurance CompaniesBerkshire Hathaway GUARD Insurance Companies as your Workers' Compensation insurer, In addition to secure coverage, we provide extensive services as part of our effort to achieve complete customer satisfaction. If a claim should happen to occur, our medical management activities are handled through our affiliate, GUARDCo, Inc. To better acquaint you with the information and procedures you need to know, we provide the following important Workers' Compensation and Medical Provider Network (MPN) materials: • Notice to Employees - Injuries Caused By Work (DWC 7) • Facts About Workers' Compensation • Workers' Compensation Claim Form and Notice of Potential Eligibility (DWC 1 and NOPE) • MPN Employee Handbook • Employee Notification of a Change of MPN (for introduction of a changed MPN) • Employee MPN Implementation Notice (for introduction of a new MPN) • Notice of Pharmacy Benefit Network (for introduction of a new PBN) • Employee Acknowledgement of Receipt of MPN Materials • MPN Site Coordinator Guide • On-line Directory of Managed Care Providers • Employee MPN Cessation/Termination Notice (for use upon policy cancellation or non -renewal) Each of these resources can be found on-line at: http://wvvw.guard.com/claims-CA.htm (Hard copies are available upon request.) PROVIDING IMPORTANT WORKERS' COMPENSATION INFORMATION Be sure to complete the Notice to Employees (DWC-7) and post in a conspicuous location frequented by employees during the hours of the workday. All employees should receive a copy of the Facts About Workers' Compensation literature. USING THE MPN MATERIALS The MPN Employee Handbook has been supplied for you to download so you can post in proximity to the DWC-7 and distribute to each person enrolled. (The document is available in English and Spanish.) If you have gone 60 days or more without "an MPN, the MPN Implementation Notice should be distributed as well. If you're simply changing networks, employees should receive the Notification of a Change of MPN. The Acknowledgement of Receipt of MPN Materials must be signed and subsequently maintained as new employees are added, We also provide a Site Coordinator Guide, which is designed to assist you in the process of administering the MPN. In the event your Workers' Compensation policy is cancelled or not renewed, the MPN Cessation/Termination Notice must be downloaded and distributed to all employees. If you have any questions, do not hesitate to contact our office at 800-673-2465 or csr@GUARD,com. Thank you, Customer Service Department BERKSHIRE HATHAWAY Berkshire Hathaway GUARD INSURANCE P.O. Box A-H ® 16 S. River Street IMES U A R COMPANIES Wilkes-Barre, PA 18703-0020 570-825-9900 (Toll -Free 800-673-2465) FAX 570-823- 2059 www.guard.com Please read this important advance notice which outlines our policy for handling Workers' Compensation premium for subcontractors*. If you have any questions or do not understand any portion of the explanation, we suggest you contact your agent immediately because the cost of your coverage may be affected at final audit time. If you hire subcontractors who do not have their own Workers' Compensation insurance, your premium calculation will be modified to include any amounts paid for their labor. This additional premium is addressed in Part Five C 2 of your policy and compensates us for the risk that one or more of these subcontractors (or one of the subcontractor's employees) will file a claim for benefits under your coverage. Although subcontractors may appear to be independent businesses, claims filed by them (or their employees) are common after an injury. Under Workers' Compensation law, the legal definition of "employee" is much broader than the common understanding of that term. In addition, many states make you - as the contractor - automatically responsible for certain expenses due to work -related injuries to your independent subcontractors or their employees. Regardless of the state law, Berkshire Hathaway GUARD Insurance Companies must pay legal fees under Part One of your policy to defend these claims and must also pay Workers' Compensation benefits in many cases. For these reasons and in accordance with Part Five C 2 of your policy, we will charge appropriate additional premium unless the subcontractors have their own in -force Workers' Compensation coverage during your entire policy period, and you are able to provide acceptable proof of this coverage to us prior to completion of your final audit. Evidence of general liability insurance, pre -determinations or statements of independent contractor status, hold harmless agreements, etc. are not acceptable substitutes, and no exceptions will be made for sole proprietors or others on the grounds that such parties are not required to purchase (or cannot purchase) Workers' Compensation insurance, The risk of a claim against your policy from an uninsured subcontractor is the same, regardless of his or her reason for having no coverage, Furthermore, these additional charges will be imposed when applicable, even if exceptions have been granted to you by us or by another carrier in the past. Please realize that premium may be charged for subcontractors hired by uninsured entities owned or controlled by you. Premium will be charged if the Rating Bureau rules in your state require the related entity to be combined in a single policy with the company we are insuring. Ultimately, we believe this policy is in the best interests of all parties, and we hope that this advance notification will prevent any misunderstandings at a later date, As always, we thank you for selecting Berkshire Hathaway GUARD Insurance Companies, and we look forward to serving you during the upcoming policy year. *Note: A "subcontractor" is a person or organization paid to assist you in providing a product or service to your customer or client (and not just to you). Workers' Compensation laws in most states presume that such vendors are "employees" who, therefore, often file claims seeking benefits. PoWert Ed, 3 2/12 INSURANCERGUARDCOMPANIES GUARD Insurance Group, Inc. is committed to treating and using personal financial information about you and your employees responsibly. We will not disclose nonpublic, personal information about you and your employees to anyone except as permitted or required by law. This disclosure is made on behalf of the following affiliates of GUARD Insurance Group, Inc.: AmGUARD Insurance Company; NorGUARD Insurance Company; EastGUARD Insurance Company; and WestGUARD Insurance Company. Collecting Information We collect nonpublic, personal information from you about you and your employees to properly maintain and service your policy. This nonpublic, personal information may come from the following sources: • Application Information and Other Forms. On the application for insurance or other forms completed by you, you provide us with most of the information we need to process policies and claims. • Transaction Information. We may develop information about you and your employees based on transactions and experiences you have with us, our affiliates, or others. • Third -Party Information. This is information that we receive to verify or supplement your application or claims. Disclosing Information In the course of conducting business and as permitted or required by law, we may share nonpublic, personal information about you and your employees with our affiliated companies. We do not disclose any nonpublic, personal information about you and your employees to any nonaffiliated third parties, except for the conduct of our business or as permitted or required by law. Information may be supplied to others providing business services for us. Additionally, we may provide information for audit or research purposes or to law enforcement agencies to help us prevent fraud. Securing Information We restrict access to nonpublic, personal information about you and your employees to our employees who need to know the information necessary to provide products or services to you. We maintain physical, electronic, and procedural safeguards that comply with applicable regulations to guard the nonpublic, personal information of you and your employees. AmGUARD • EetGUARD . NorGUARD e WestGUARD P.O. Box A-H • 16 S. River Street • Wilkes-Barre, PA 18703-0020 Telephone: 570-825-9900 • 800-673-2465 A Current Copy of Our Privacy Policy is Always Available at www.guard.com City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 e www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk March 6, 2015 Visit Huntington Beach Attn: Kelly Miller, President and CEO 301 Main Street, Suite 212 Huntington Beach, CA 92648-5171 Dear Ms. Miller: Enclosed for your records is a copy of the "Non -Exclusive License Agreement Between the City of Huntington Beach and Visit Huntington Beach." Sincerely, J F: pe Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand