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HomeMy WebLinkAboutAbercrombie & Fitch Co., Abercrombie & Fitch Trading Co., and J.M. Hollister, LLC - 2008-08-046�1 .% Dept. ID CS 14-023 Page 1 of 3 Meeting Date: 10/6/2014 CITY OF HUNTINGTON BEACH REQUEST FOR. CITY COUNCIL ACTION MEETING DATE: 10/6/2014 SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Janeen Laudenback, Director of Community Services SUBJECT: Approve and authorize execution of an amended and reinstated License Agreement with Abercrombie & Fitch Co. for video authorization at the Huntinaton Beach Municipal Pier Statement of Issue: On July 19, 2004, the City entered into a five-year agreement with Hollister LLC, to allow live video feed from the Huntington Beach Pier in its clothing stores nationwide. This agreement was extended in 2008. Hollister has determined that it no longer needs to provide a live video feed and would prefer to utilize recorded video feeds from the pier to display in certain stores worldwide. Through their parent company, Abercrombie and Fitch Co., (Abercrombie) Hollister has requested that the agreement be amended and restated to allow for recorded video footage taken from the pier and transfer the ownership of the cameras and related equipment to the City. Council is being asked to approve the amended and restated agreement. Financial Impact: The City will receive an annual license fee of $116,000 plus an inflationary factor of three percent (3%) per year. Annual revenues will be deposited into General Fund Property/Equipment Lease - Beach account 10000100.43105. Additionally, the City shall receive a total of $50,000 for Marine Safety purposes each time the new agreement is extended for five -years. Recommended Action: Approve authorize the Mayor and City Clerk to execute the "Amended and Restated City Agreement" with Abercrombie and Fitch Co. to allow for video recording from the Huntington Beach Pier up to four (4) times per year for up to five (5) consecutive days and, to transfer the ownership of the nine (9) video cameras and monitors used for live video streaming to the City. Alternative Action(s): Do not approve the amended and restated agreement with Abercrombie and Fitch Co. and direct staff accordingly. Analysis: Hollister stores are limited liability companies comprised of J.M. Hollister, Hollister Michigan, Hollister Ohio, and Hollister California. Its parent company is Abercrombie and Fitch Co. (Abercrombie). In 2004, Hollister approached the City with an advertizing concept to stream live video feed taken from the Huntington Beach Pier into its stores nationwide. The goal of the concept was to create a casual beach atmosphere in its stores to target their core clientele — teens and young adults. On July 19, 2004, the City approved a license agreement with Hollister to place two (2) fixed focal cameras under the pier. In 2008, the agreement was extended and allowed for the r:- - Item 15. - 1 Dept. ID CS 14-023 Page 2 of 3 Meeting Date: 10/6/2014 installation of seven (7) additional cameras. (Attachment 1) As part of the process, Hollister also installed flat panel monitors displaying the live video feed within Marine Safety Headquarters. As part of the agreement, Hollister was responsible for maintaining the cameras and monitor equipment. Per the terms of the agreement, Hollister pays the City a license fee of $116,000 annually. The City also receives an additional $50,000 at the beginning of each five (5) year term to be used for Marine Safety purposes. While the agreement has been beneficial to both parties, on January 24, 2014, the City received a letter from Abercrombie terminating the agreement. (Attachment 2). Upon receipt of the notice, staff reached out to Mr. Francis Park, legal counsel for Abercrombie to see if they were willing to consider amended terms in order to keep the agreement in effect. Through conversation, Abercrombie indicated that while they have been pleased with its marketing effort, they no longer had use for the live video feed concept. They did, however, express an interest in a continued partnership with the City that would allow them to record live footage taken from locations on the pier. The footage would then be looped and displayed in certain stores worldwide. Staff agreed with this concept and through negotiation, Abercrombie agreed to enter into a new agreement keeping the financial terms of the original agreement in place and has presented an Amended and Restated Agreement to the City. (Attachment 3). As part of the deal, ownership and maintenance obligations of the cameras and related equipment would be transferred to the City. As per the terms of the 2008 agreement, even if terminated, the City can only use the cameras for public safety purposes only. The main terms of the agreement are as follows: ■ Agreement is for five (5) years and shall be automatically extended for an additional four (4) successive five-year terms. ■ Abercrombie shall pay an annual License fee of $116,000. License fee will be increased on each annual anniversary of the effective date by three (3) percent per year. ■ Abercrombie shall also pay $50,000 each time the term of the agreement is extended for five years. The payment is provided to the City for marine safety purposes. ■ Up to four (4) times a year, Abercrombie shall be allowed to record footage from the pier for up to five (5) consecutive days on each visit. The dates will be agreed upon mutually and may exclude certain dates such as those associated with major beach events on or within the vicinity of the pier. ■ Abercrombie shall also configure the recorded footage to include the text "Huntington Beach "Surf City, USA" on its display monitors. ■ City shall assume and take full ownership of the existing cameras and related equipment. Per the terms of the original agreement, even if terminated, the City may only use the cameras and equipment for public safety purposes only. The City will also have the option to remove the equipment should it no longer be of use. ■ Abercrombie may elect to terminate the agreement upon thirty (30) days written notice. However, should they elect to terminate the agreement prior to the expiration date, a termination fee of $60,000 shall be paid to the City. ■ City may elect to terminate the agreement upon thirty (30) days written notice in the event of a material breach, violation or failure to perform or satisfy any obligation that has not been cured by Abercrombie. The City and Abercrombie have enjoyed a mutually beneficial partnership for more than 10 years. Abercrombie has benefitted by providing a cutting edge marketing campaign in is retail outlets and the City has benefitted by the exposure it has received in promoting our beaches and coastline. We are thankful for the cooperation we have received from Abercrombie over the years and for their willingness to keep our collaboration intact. Staff is therefore recommending Council approve the Amended and Restated Agreement as submitted. Item 15. - 2 1 iI�F -282- Dept. ID CS 14-023 Page 3 of 3 Meeting Date: 10/6/2014 Environmental Status: Not applicable Strategic Plan Goal: Improve long-term financial sustainability Attachment(s): 1) 2008 Agreement between City and Hollister 2) January 24, 2014, Termination Notice 3) Amended and Reinstated City Agreement UB --(3- Item 15. - 3 LA.)co�. CS Council/Agency Meeting Held: Deferred/Continued to: A Apprzved E2 Conditionally Approved El Denied 2Terk'vtl—gnaturC/ Council Meeting Date: 8/412008 Department ID Number: CS08-022 SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBER 7 SUBMITTED BY: PAUL EMERY, INTERIM CITY ADMINISTRATOR PREPARED BY: JIM B. ENGLE, DIRECTOR OF COMMUNITY SERVIC SUBJECT: APPROVE ABERCROMBIE & FITCH CO. LICENSE AGR EMENT FOR VIDEO AUTHORIZATION AT HUNTINGTON BEACH MUNICIPAL PIER Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: Hollister clothing and apparel stores approached the city in late spring, 2004, with a request for a live video feed from the Huntington Beach Pier in its clothing stores nationwide. On July 19, 2004, the City entered into a five-year agreement with Hollister for $60,000 per year plus Consumer Price Index (CPI) increases. Due to the success of this marketing venture, Hollister, thru their parent company Abercrombie and Fitch Co., (Abercrombie) is requesting a long-term agreement for a substantial increase in their annual payment to the city. Funding Source: Not applicable. The city will receive an escalating fee beginning at $116,000 per year for the license agreement plus an inflationary factor. Additionally, the city shall receive an escalating "signing bonus" for lifeguard equipment at the beginning of the new agreement and at each five-year extension. This fee will be $50,000 plus an inflationary factor at the beginning of each extension. Recommended Action: Motion to: Approve the License Agreement with Abercrombie and Fitch Co. to provide live video feed to its stores from the Huntington Beach Pier and authorize the Mayor and City Clerk to execute said agreement. Alternative Acfion(s): 1. Direct staff to make specific modifications to the terms of the license agreement. 2. Do not enter into a license agreement with Abercrombie and Fitch Co. at this time. Item 15. - 4 I Ili -'-'84- REQUEST FOR CITY COUNCIL ACTIOA MEETING DATE: 8/4/2008- DEPARTMENT ID NUMBER: CS08-02:D Anj!XsA: Hollister stores are limited liability companies comprised of J.M. Hollister, Hollister Michigan, Hollister Ohio, and Hollister California. Its parent company is Abercrombie and Fitch Co. On July 19, 2004, the city approved a license agreement with Hollister to place two (2) fixed focal cameras under the pier. These cameras -provide live feed to Hollister stores nationwide. These cameras do not have the ability to rotate or zoom in on individuals on the beach so as not to impact privacy issues or rights of the public. The focus of the cameras will allow a view of beach and ocean activity without being able to identify individuals. The advertising concept is that Hollister serves teens and young adults and wishes to create a casual atmosphere of a beach cottage. Store clientele is able to walk around or sit on couches and look out large 'Windows" (monitors) onto the beach and ocean. The goal is to create a casual, laid-back atmosphere within the stores. This is a unique concept and Hollister wishes to utilize Huntington Beach as its "view" out of its cottage "windows." This five-year agreement has been mutually beneficial. The city not only receives $60,000 annually (plus an inflationary factor), but the picture through the store "window" includes the words Huntington Beach "Surf City USA", thereby assisting the City with its strategic goal of becoming a visitors' destination. Hollister and its parent company, Abercrombie and Fitch, have been pleased with its marketing effort and desire to expand the license agreement. The agreement will be for five years with four additional five-year extensions. it will include seven additional cameras (total of nine) to offer its customers a varied view of the beach through its "windows" (Attachment #2). These new cameras will afford Hollister the opportunity to place cameras on all levels of their upcoming multi -level flagship store in New York City. Their goal is to have this agreement in place for the opening of this flagship store in New York City, so they are asking for this new agreement to be in place now rather than wait for the conclusion (fifth year) of the original agreement. The cameras are very small but provide a high quality image. The overall dimensions of the protective box are approximately 2.12" wide -by 4",,higb and 6.91" long. The original 2004 agreement's deal points were as follows: • Agreement is for five (5). years with a $5,0001month license fee to the city; total $300,000 for the five-year contract. • License fee increases annually based on the Consumer Price Index, up to five percent annually. ■ The live picture presented in the stores includes the name Huntington Beach "Surf City, USA" on its display monitors. rn le 0 y 1 as ■ Hollisfe-r uses a pre-recorded loop oT acT1011 0DFMU__1599VT_VM tt it contractual constraints due to agreements with special events such as AVP and US Open of Surfing or at other times due to public necessity or emergencies, e.g., natural disaster, oil spill, etc. • Hollister installed two (2) 21-inch, flat panel monitors and one (1) satellite dish at Lifeguard Headquarters. Hollister maintains city equipment during the term of the agreement. a City is not held responsible or liable for any damage to the camera equipment or interruption of live video feed. -2- 712412008 10.49 AM I 1B -285- Item 15. - 5 MEETING DATE: 81412008 DEPARTMENT ID NUMBER: CS08-022 Hollister is responsible for costs for any and all utility services. Hollister protects, defends, indemnifies, saves, and holds harmless the city. City may elect to terminate the agreement upon thirty (30) days written notice in the event that the city determines that certain advertising or marketing materials are inappropriate. Terms in thisnewagreement that are modified or added from the original 2004 agreement are as follows: A term of five years with four five-year extensions. • $116,000 per year license fee, instead of $60,000 per year as in the original agreement. • As with the original contract, the license.fee shall increase annually based on the Consumer Price Index, up to five percent annually. • At the beginning of the new agreement and also at the start of each five-year extension, a "signing bonus" of $50,000 shall be provided to the city for the purchase of lifeguarding equipment. This fee shall also increase based on the Consumer Price Index (not to exceed five percent annually). • The original agreement called for two cameras; the new agreement calls for an additional seven cameras. All cameras are stationary and cannot rotate or zoom due to privacy issues for the public. • The new agreement does not include a penalty if the city terminates the agreement early; Abercrombie would need to pay $60,000 if it terminates early. • In the event of either party canceling the agreement, the city shall, at its option, retain the cameras and equipment. BENEFITS TO CITY/CONCLUSION: This agreement is beneficial to the city in four ways: 1. The city will receive $116,000 per year, plus an inflationary factor (maximum 5%). Assuming the contract runs the 25-year term, the city would realize total revenue, based on an average of 4% annually, $4,830,925. 2. The city will also receive a "signing bonus" of $50,000 at the beginning of the agreement and start of each five-year extension, plus an inflationary factor (maximum 5% annually). The five "signing bonuses" total, based on an estimated average of 4% annually, is an additional $372,080. 3. The live video feed to Lifeguard Headquarters will provide another tool for lifeguards to use to protect the public at the beach. The additional seven cameras will expand the current two -camera view significantly. 4. As the City of Huntington Beach endeavors to become an overnight destination, the advertisement at 366 Hollister stores with the words Huntington Beach "Surf City USA" will assist significantly in meeting that goal. For these reasons, staff is recommending City Council approve the lease with Abercrombie for the Hollister stores. The City Council's Economic Development Committee reviewed the proposal and approved the overall concept on March 10, 2008. -3. 7123/2008 3:52 PM Item 15. - 6 11 B - 86- REQUEST FOR CITY COUNCIL ACTION . MEETING DATE: 8/412008 DEPARTMENT ID NUMBER: CS08-022 Strategic Plan Goal: Create an environment that promotes tourism to increase revenues to support community services and transform the city's economy into a destination economy. Environmental Status: Not Applicable Attachment(s): HB -287- 7123/2008 3:49 PM Item 15. - 7 ATTACHMENT #1 Item 15. - 8 1-1-?98- CITY AGREEMENT' This CITY AGREEMENT (this "Agreement"), is made this day of August, 2008 (the "Effective Date'), by and between the City of Huntington Beach, a municipal corporation (the "City"), on the one hand, and Abercrombie & Fitch Co. (a Delaware corporation), Abercrombie & Fitch Trading Co. (an Ohio corporation), and J.M. Hollister, LLC (a Delaware limited liability company) (hereinafter referred to collectively as "Abercrombie"), on the other hand. A. City is the owner of the Huntington Beach Pier and Lifeguard Tower, Tower 0 located on the Pier (the "Tower 0 Lifeguard Tower'), located within the City of Huntington Beach. B. City on the one hand and J.M. Hollister, LLC, Hollister Michigan, LLC, Hollister Ohio, LLC, and Hollister California, LLC on the other hand are parties to that certain License Agreement dated July 30,2004 (the "Original Agreement"). Hollister Michigan. LLC, Hollister Ohio, LLC, and Hollister California, LLC no longer exist and have been merged into entities owned and controlled by Abercrombie & Fitch Co. and/or Abercrombie & Fitch Trading Co, Pursuant to the Original Agreement, Abercrombie was granted a license to install, operate and maintain camera equipment to broadcast a live video feed of Huntington Beach to certain Hollister Co. stores across the United States. This Agreement is intended to replace and supplement the Original Agreement in its entirety and upon the Effective Date of this Agreement, The Original Agreement shall terminate and no longer be in effect. C. Under the Original Agreement, City has been utilizing the live video feed at the main lifeguard station in Huntington Beach, known as Moorhouse Lifeguard Headquarters. D. Abercrombie wishes to locate seven additional cameras on the Tower 0 Lifeguard Tower and under the Pier, as described further on Exhibit A attached hereto and incorporated herein by reference (collectively with the original cameras, the "Camera Equipment"). E. Abercrombie desires to use and operate the Camera Equipment to broadcast a live video feed of Huntington Beach to certain. or all of its Hollister Co. stores worldwide and related purposes ("Live Video Feed"), Representative photographs of the Live Video Feed are attached hereto as Exhibit B and incorporated herein by reference. F. Abercrombie desires to obtain a license from the City for the purposes of installing, operating and maintaining the Camera Equipment in connection with its desire to broadcast a Live Video Feed. G. City also desires to utilize the Live Video Feed at the main lifeguard station (Moorhouse Lifeguard Headquarters) in Huntington Beach. 00000288,DOC K13P -21189- Item 15. - 9 NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions contained herein, and other valuable consideration, the receipt of which is hereby acknowledged, the City and Abercrombie do hereby agree as follows: 1. -Lig=me Area. The area subject to this License (the "License Area") includes those areas of the Huntington Beach Pier between Light Poles 17 and 18 and thirty (30) feet west of Tower 0 Lifeguard Tower, Moorhouse Lifeguard Headquarters, and necessary wireline connections for the Camera Equipment, as more particularly described on Exhibit A. 2. Grant of License. The City hereby grants to Abercrombie a license to use the License Area for the purposes of installing, operating and maintaining the Camera Equipment in connection with the broadcasting of the Live Video Feed for the term of the Agreement (the "License"). The scope of the License shall be further defined by the following: a. City shall make the Huntington Beach Pier, Tower 0 Lifeguard Tower and Moorhouse Life -guard Headquarters available to Abercrombie to install, operate and maintain its Camera Equipment for Live Video Feed purposes. b. Abercrombie shall be entitled to use such License Area for the purposes of installing, operating and maintaining its Camera Equipment for Live Video Feed purposes subject to receipt of any necessary approvals or permits (including electrical permits) from the City of Huntington Beach.. C. Abercrombie shall be entitled to use such Camera Equipment to broadcast a Live Video Feed to certain or all of its Hollister Co. stores worldwide; provided, however, that Abercrombie shall not be permitted to broadcast a Live Video Feed during certain exclusive, proprietary events that restrict filming at or near the Huntington Beach Pier as identified to Abercrombie by the City. d. Abercrombie acknowledges and agrees that the City is not endorsing the products or advertising of Abercrombie or Hollister by the grant of this License. 3. Term of Agreement. This Agreement shall be for a term of five (5) years ("Term") commencing upon the Effective Date of this Agreement, and shall be automatically extended for an additional four (4) successive five-year terms alter Me expi=raon of Me I erm, prom ciedlh-e-Agreeffitht hd§ no een earlier terminated as provided herein. {0000028MOC} 2 Item 15. - 10 H3 -290- 4. Pa eni. a. Abercrombie shall pay to the City $116,000 per year commencing upon the Effective Date of this Agreement (the "License Fee"). The License Fee shall be increased on each annual anniversary of the Effective Date in proportion to any increase in the Los Angeles - Riverside -Orange County "Consumer Price Index" as announced by the State of California, Department of Industrial Relations, Division of Labor Statistics and Research on or between such anniversary dates, but in no case shall such increase exceed five (5) percent per year. Notwithstanding, the parties acknowledge that the License Fee shall not be decreased at any time, regardless of any decrease in the Consumer Price Index defined above. b. Abercrombie shall pay the License Fee to the City on an annual basis on each anniversary of the Effective Date through and until the termination of this Agreement. C. Abercrombie shall also pay $50,000 commencing upon the Effective Date of this Agreement and each time the Term of this Agreement is extended for five years as consideration for the rights granted hereto. Abercrombie agrees that the amount described above shaft be provided to the City for marine safety purposes. After the initial $50,000 payment, Abercrombie shall pay to the City within thirty (30) days after the commencement of each new five (5) year term an additional $50,000, as increased on each five year anniversary of the Effective Date in proportion to any increase in the Los Angeles -Riverside -Orange County "Consumer Price Index" as announced by the State of California, Department of Industrial Relations, Division of Labor Statistics and Research on or between such anniversary dates, but in no case shall such increase -exceed five (5) percent per year. Notwithstanding, the parties acknowledge that the additional consideration shall not be decreased at any time, regardless of any decrease in the Consumer Price Index defined above. As an example, assuming the Effective Date of this Agreement is August 1, 2008, the first additional consideration amount would have to be paid by August 1, 2008 (i.e., the Effective Date), the second additional consideration amount would have to be paid by September 1, 2013 (i.e., within 5 years and 30 days from the Effective Date) and successive additional consideration amounts would be paid every 5 years thereafter assuming the Agreement has not been terminated. . d. As a part of the Original Agreement, Abercrombie installed two 21 -inch flat panel monitors and related equipment at the Moorhouse Lifeguard Headquarters and has been providing the Live Video Feed from the two original cameras. Abercrombie hereby agrees to provide seven additional monitors for the additional views available from the new cameras (collectively, the two installed monitors and the seven monitors to be installed at Moorhouse Lifeguard Headquarters shall be referred to herein as the "City Equipment"). Abercrombie agrees to maintain the City Equipment and Live Video Feed from all nine cameras to the Moorhouse Lifeguard Headquarters to the extent reasonably available during the Term of this Agreement upon reasonable request by the City. City agrees that the Live Video Feed to the Moorhouse Lifeguard Headquarters shall be used solely by the City for public safety purposes only. e. Abercrombie shall configure the Live Video Feed to exhibit the text "Huntington Beach, Surf City, USAV" in addition to time and temperature information on all video wall (00000288.DOC) 141,11 -291- Item 15. - 11 displays. The size of the text shall be legible with a minimum and maximum size of text to be determined subject to the City's reasonable approval. The parties acknowledge and agree that this text shall not be associated with any advertising slogan or symbol. 5. Operation. Except as provided in Section 4.d above, Abercrombie shall have the sole right, at its expense, to install, operate and maintain the Camera Equipment and broadcast the Live Video Feed during the Term of the Agreement, as may be extended. 6. Safety Requirements. In exchange for the License granted above, Abercrombie agrees that it shall not suffer or permit any dangerous condition to be created, exist, or continue on the License Area as a result of its installation, operation or maintenance activities associated with the Camera Equipment; and, that all of its acts and those of its contractors and subcontractors shall be carried out in a careful and reasonable manner. Abercrombie acknowledges and agrees that the City shall not be held responsible or liable for any damage to the Camera Equipment or interruption of Live Video Feed caused by disasters, riots, fires, vandals, storms, waves, water, wind and/or earthquakes. Subject to the City filra permit requirements, and at the discretion of the Executive Director of Community Services, City hereby grants to Abercrombie the right to obtain a Commercial Photography Permit during the Term of the Agreement, as may be extended, free of charge. Condition of License Area. Abercrombie acknowledges that it shall enter the License Area at its own risk, and that neither the City nor any of its officers, employees, agents, or contractors have made any warranty or representation to Abercrombie with regard to the safe condition of the License Area. 9. Utilities. Abercrombie shall be solely responsible for the cost of any and all utility services related to the installation, operation and maintenance of the Camera Equipment during the Terns of this Agreement, as may be extended. 10. ; Indemnification, Defense, Hold Harmless. Abercrombie shall protect, defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with Abercrombie's performance of this Agreement or Abercrombie's failure to comply with any of Abercrombie's obligations contained in the Agreement by Abercrombie, its officers, agents or employees except such loss or damage which was caused by (00000288.DOC) 4 Item 15. - 12 111-)" -29-2- the sole negligence or willful misconduct of City. City shall be reimbursed by Abercrombie for all costs and attorney's fees incurred by City in enforcing this obligation. 11. Worker's Compensation and Employers' Liability Insurance. Pursuant to California Labor Code Section 1861, Abercrombie acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; Abercrombie covenants that it will comply with such provisions prior to commencing performance of the work hereunder; and shall indemnify, defend and hold harmless City from and against all claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against City, 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 Abercrombie und&r this Agreement. Abercrombie shall maintain workers' compensation and employers' liability in amounts not less than the State statutory limits. 12. General Liability Insurance. In addition to the workers' compensation and employers' liability insurance and Abercrombie's covenant to indemnify City, Abercrombie shall obtain and furnish to City, a policy of general public liability insurance, including automotive bodily injury and property damage insurance covering the License Area. The policy shall indemnify Abercrombie, its officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the License Area, and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal 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 License Area. The policy shall name City, its agents, officers, employees and volunteers as additional insureds, and shall spedfically provide that any insurance coverage which may be applicable to the License Area shall be deemed excess coverage and that Abercrombie's insurance shall be primary. I' :). Property Insurance. Before entering the License Area, Abercrombie shall provide property insurance with extended coverage endorsements thereon, on the License Area in an amount equal to the full replacement cost thereof; this policy shall be on a replacement cost basis and shall not contain a coinsurance penalty provision. In the event of loss, the policy proceeds shall be used to repair or --lebtfild-a" S�aelq� -- ,;& daft+agsd or. d be paid to City. The proceeds of any such insurance payable to City shall be used for rebuilding or repair as necessary to restore the License Area and at the sole discretion of City. The policy shall name City as an additional insured. t0000,1288DOC) The policy or policies shall also contain the following: The insurer will not cancel or reduce the insured's coverage without H3 -21931- Item 15. - 13 thirty (30) days prior written notice to City; and 2. City will not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance required by this Paragraph shall be filed with City prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with City. Upon request, Abercrombie shall furnish City a certified copy of the applicable policy within fifteen (15) days. 14. Certificates of Insurance• Additional Endorsements. Prior to the execution of this Agreement, Abercrombie shall furnish to City 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. state that the policy is currently in force; and C. promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Abercrombie shall maintain the foregoing insurance coverages in force during the entire Term of this Agreement or any renewal Term(s), including any holdover periods. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Abercrombie -under the Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all said applicable policies of insurance. Abercrombie shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 15. Insurance Proceeds. Any insurance proceeds received by City because of the total or partial destruction of said License Area or any buildings on said License Area shall be the sole property of City. 16. Insurance Hazards. Abercrombie shall not commit or permit the commission of any acts on said License Area nor use or permit the use of said License Area in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Huntington Beach Pier and Tower 0 Lifeguard Tower, said License Area or the improvements on said License Area. Abercrombie shall, at its sole cost and expense, comply with any and all requirements of insurance carriers necessary for the continued maintenance at reasonable rates of {00000288.DOC) 6 Item 15. - 14 FIB --294- property, liability and other insurance policies on the Huntington Beach Pier and Tower 0 Lifeguard Tower, said License Area and the improvements on said License Area. 17. Notice. Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: To City: CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 Phone: (714) 536-5445 nd 2 Copy to City: City CLERK CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 To Abercrombie: Reid Wilson, Esq. Abercrombie & Fitch6' ) 0 1 Fitch Path New Albany, OH 43054 (614) 283-6131 2'dCopy to Abercrombie: Francis Park, Esq. Park & Velayos LLP 801 South Figueroa Street, Suite 350 Los Angeles, California 90017 (213) 570-8000 - City or alay &QM tj Written notice to the other party. (00000288.DOC) 7 I " 'B� - 2 9 5) - Item 15. - 15 Abercrombie shall not permit or suffer any mechanic's or materialmen's or other liens of any kind or nature to be recorded and/or enforced against the License Area for work done or materials furnished on its behalf. 19. Termination. This Agreement may be terminated by Abercrombie upon thirty (30) days written notice to the City, provided, however, that if Abercrombie elects to terminate this Agreement prior to the expiration of the Term, as may be extended, Abercrombie shall pay to the City a termination fee of $60,000, In addition, in the event the Agreement is terminated by Abercrombie or expires and Abercrombie no longer desires to broadcast the Live Video Feed, the City will have the option in its sole discretion to elect that Abercrombie either (i) remove the Camera Equipment and restore the License Area to the condition existing prior to installation, or (ii) transfer foil possession and ownership free of charge of the Camera Equipment to the City to the extent necessary to provide the Live Video Feed to Moorhouse Lifeguard Station for public safety purposes. In the event that this Agreement is terminated by Abercrombie or the Agreement expires and Abercrombie no longer desires to broadcast the Live Video Feed, and the City elects to take possession of the necessary Camera Equipment to maintain the Live Video Feed to Moorhouse Lifeguard Station, the City agrees that such Live Video Feed and Camera Equipment shall only be used by the City for public safety purposes and no other person or entity other than the City may use such Live Video Feed or Camera Equipment for any purpose. Notwithstanding, in the event of a material breach, violation or failure to perform or satisfy any of the obligations in this Agreement which has not been cured after a reasonable period of time after written notice to Abercrombie, the City may elect to terminate this Agreement upon thirty (30) days written notice to Abercrombie. If the City elects to terminate this Agreement, at the City's Option, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation or transfer full possession and ownership free of charge of the Camera Equipment to the City as provided above. This section shall survive the termination or expiration of this Agreement. 20. Public Necessity. City may, upon three (3) months notice in writing to Abercrombie, suspend or revoke this Agreement without liability to Abercrombie when public necessity so requires, or suspend operation immediately hereunder, without any advance notice and without any liability to Abercrombie, in the event of public emergency, as may be determined by the City Administrator. Such suspension will terminate when the public necessity or emergency no longer exists. The parties agree that if the suspension or revocation discussed above exceeds 30 days, then Abercrombie shall have the right to terminate this Agreement without penalty notwithstanding Section 19 above. In the event of termination pursuant to this Section 20, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation. {000002e8.noC) g Item 15. - 16 14 B -296- 21. Conflict of Interest Abercrombie warrants and covenants that no official or employee of City nor any business entity in which an official or employee of City is interested (1) has been employed or retained to solicit or aid in the procuring of this Agreement; or (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to City. In the event City 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 the City, Abercrombie, upon request of City, shall terminate such employment immediately. For breaches or' violations of this Section, City shall have the right both to annul this Agreement without liability, and., in its sole discretion, recover the full amount of any such compensation paid to such official, employee or business entity. In the event of termination pursuant to this Section 21, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation. 22. Attorneys 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, except as provided in Section 14 above. 23. Non-Possesson! Interest City retains full possession of the License Area and Abercrombie will not acquire any interest temporary, permanent; irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Abercrombie will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. In the event of termination pursuant to this Section 23, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation. 24. Liens Abercrombie shall not permit any mechanics' or materialness', or other liens, or stop notices, to stand against the License Area by reason of any use or occupancy by Abercrombie,. or any person claiming under Abercrombie. If Abercrombie desires to contest or withhold any payment which would lead to the placement of any such liens or stop notices, or contest any such lien, or stop notice, then prior to commencing such contest and withholding, Abercrombie shall furnish City with a bond to secure the payment of such obligation and obtain City's prior written approval of the bond. 25. Miscellaneous. a. Assignment. Neither Abercrombie nor the City shall assign (or sublease) its rights or responsibilities under this Agreement, in whole or in part, except with the written consent of the other party hereto. Any attempted assignment without such prior written consent shall be invalid and void. (00000288.00C) g Item 15. - 17 b. Compliance with Laws. Abercrombie shall comply with all required State, County and City laws and regulations relating to the use of the License Area and shall be solely responsible for all costs incurred in connection with such compliance. C. Applicable Law. This Agreement shall be construed, governed and enforced in accordance with the laws of the State of California. d. Entire Agreement. This Agreement contains a full and complete expression of the parties and it shall supersede all other agreements, written or oral, hereto made by the parties with respect to the subject matter hereof. This Agreement may be modified only in writing, signed by the parties hereto. (00000288,DOC) (signature page follows) H Item 15. - 18 xB -2199- IN WITNESS WHEREOF, authorized representatives of the City and Abercrombie have duly executed this Agreement as of the day and year first written above. Abercrombie: ABERCROMBLE & FIMPU CO. By 'Michael W.%famer Executive Vice President Chief Financial Officer Date: 7-/6-0-9 ABERCROMBIE & FITC115R-ADING CO. By: M4ic aaelW. tamer Vice President Date: "-I - /5 - 09 J.M. HOLL IS �E L Is By i Michaell. Kramer President Date: (00000288.DDC) I I IJIB -299- Item 15. - 19 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California INITIATED AND APPROVED: APPROVED AS TO FORM: City Attorney 'Vq U.k\-O� 7. 21. v F, CITY'S SIGNATURE PAGE TO AGREEMENT BETWEEN CITY AND ABERCROMBIE & FITCH TRADING CO., AND J.M. HOLLISTER, LLC 24609 Item 15. - 20 HB -3 ) 00- I' t in r4ITIMM MMMMi- = Abercrombie previously installed two cameras facing opposite directions on the underside of the Huntington Beach Pier between Light Poles 17 and 18. Abercrombie will install seven new cameras on the Huntington Beach Pier and Tower 0 Lifeguard Tower for a total of nine cameras. Three new carneras will be installed on the underside of the Pier in the following locations: (1) two new cameras facing opposite directions. between Light Poles 17 and 18 and (2) one new carnera 30 feet west of Tower 0 Lifeguard Tower facing southwest. Four cameras,will be installed on Tower 0 Lifeguard Tower with two cameras facing north and two cameras facing south. The location of the cameras may be modified upon consent of the City. The, cameras are in a fixed position and do notswivel or zoom in and out. The cameras are connected by wireline to a smallcontrol center rack mounted inside the Tower 0 Lifeguard Tower and to related equipment in the two equipment racks provided to the City by Abercrombie at the Moorhouse Lifeguard Headquarters. The control center rack converts the Live Video Feed and sends it through high speed transmission tines to a tocal RUB provided by a local telecommunications company, The local HUB sends the Live Video Feed to a satellite uplink facility which broadcasts the Live Video Feed to a satellite orbiting in space. The satellite broadcasts the Live Video Feed to certain Hollister Co. stores. Abercrombie displays the Live Video Feed on LCD display monitors within these stores to create a window -like effect. On occasions, when picture quality is less than optimal due to weather conditions or other unfor6seen circumstances or when certain beach events restrict filming, Abercrombie uses a pre- recorded video source that will display similar views of Huntington Beach. Hardware Components The exterior components will consist of two existing cameras and seven new cameras which will each be housed in a weather proof enclosure and sunshroud. The two existing cantera. units weigh approximately 20 pounds each and measure approximately 8 inches in height by IS inches in length by 7 inches in width. The new cameras will be selected in consultation with the City and will include an enclosure that will be painted to blend in with the installation location. The interior components will consist of two control center racks mounted in the interior space of the Tower 0 Lifeguard Tower. The control center racks will plug, into an electrical outlet. The control center racks serve as the control system and power source for the cameras and will deliver the image to high speed transmission, lines. The control center racks will weigh approximately 50 pounds each and measure approximately 27 inches in height by 20 inches in w3can Dy 4.-) 1 The high speed transmission lines will be run from the control center racks in the Tower 0 Lifeguard Tower to the Moorehouse Lifeguard Headquarters where Abercrombie will maintain new and existing equipment to encode the video signal to be transmitted via high speed data line to Abercrombie's uplink facility in Raleigh, NC. Installation will take approximately fourteen days. The cameras will be cleaned approximately twice per month- 00000298.DOC l-21 Item 15. fil Item 15. - 22t = -__>- HB _303_ 1 LCII1 1 J . - 13 I F? A .. - � :- - Item 15. HB -3 04- 301 Main Street, Suite 208 Huntington Beach 92648-5171 E-mail: steveLdsurfeityusa.com Phone: 714-969-3492, ext 204 Fax: 714-969-5592 Website: A­,,vw.surfcityusa.com Begin forwarded message: From: "Rehder, Mike [INNOCEAN]" < Rehder(ii),innoceanusa.com> Date: June 13, 2012 4:05:09 PM PDT To: Steve Bone <stevensurfcitvusa.co > Cc: Bob Wentworth <bob@g surfcityusa.conn>, "Kesler, Keith [INNOCEAN]" <kKeslerG innoceanusa.com> Subject: INNOCEAN US Open Promotion i Steve, Per our conversation yesterday, INNOCEAN would like to put a webcam on the roof of the Huntington Beach Visitor's kiosk infront of the pier on PCH and Main Street during the US Open of Surfing between `July 27th and August 5th. In addition to the kiosk camera we'd have a second camera pointing from our third floor balcony overlooking Main Street directed at an area of sidewalk in front of the Duke statue on the Southeast corner of Main and PCH (exact location is yet to be determined). On the sidewalk(s) there would be a creative communication: "stickers" (TBD temporary removable material adhered to the ground) directing passersby on how to interact with the cameras (QR code, link to Facebook page, etc). These stickers might also be placed at various spots within the four corners of Main and PCH and possibly in front of or around the kiosk. a •• • '• zn. a PY • "Mm • .VW7612FMa .• Huntington Beach community. The promotion will be driven through Facebook as a way for the spectators to interact with and control the camera on •• devices• displayed i studio or other yet to- determined location. The details have notbeen fully vetted but we feel this wouldallow those♦ ' opportunity to share with their ! Iv atd •' to get our •publicized. 1- BeachPolice Department as a way of "anotherof •. ! •riously crowded would be recordin i at all times the promotion is Please let me know if this is something that you feel we would be able to do and if so who we can contact in order to make these arrangements. Item 15. - 25 0 Mike Rehder I Account Director, Business Development 180 Sth Street I Suite 200 1 Huntington Beach, CA 92648 office: 714-861-5366 1 mobile: 310-980-3292 mrehder(@innoceanamericas.com http:Z/www.innoceanusa.com/ The information in this email <:rid any attachments are for tine sole use of the intended recipient and may contain privileged and confidential information. If you are not the intended recipicrit, any use. disclosure, copying or distribution of this message or attachment is strictly prohibited. We have taken precautions to ininiirn?e the risk oftrarismating software viruses, but we advise you to carry out your own virus checks on any attachment to this messag-0. We cannot accept liability for anv loss or damaec caused by software viruses. Ifyou believe that you have received th!s email in error, please contact the sender immediately and delete the email and all its attachments. Item 15. - 26 H-B City of Huntington Beach 2000 Main Street * Huntington Beach, CA 92648 UFFFUEUF-fft-U(r1-UEFf-%W JOAN L. FLYNN CITY CLERK Reid Wilson, Esq. Abercrombie & Fitch6301 Fitch Pa New Albany, OH 43054 1 Enclosed for your records is the City Agreement between the Abercrombie & Fitch Co., Abercrombie & Fitch Trading Co., J. M. Hollister, LLC, and the City of Huntington Beach for video authorization at the Huntington Beach Municipal Pier. , Sincerely, Joan L. Flynn, CMC City Clerk sm G:f0110WUP:agnnt1tr Sister Cities: Anjo, Japan - Waitakere, New Zealand (TeiePhone: 714536-52271 Item 15. - 27 C 0 ity of Huntington Reach 2000 Main Street - Huntington Beach, CA 92648 0TFME7UFT!% E-U It—U-CENK JOAN L. FLYNN CITY CLERK zmz�� Francis Park, Esq. Park & Velayos, LLP Los Angeles, CA 90017 Enclosed for your records is the City Agreement between the Abercrombie & Fitch Co., Abercrombie & Fitch Trading Co., J. M. Hollister, LLC, and the City of Huntington Beach for video authorization at the Huntington Beach Municipal Pier. Sincerely, rod Joan L. Flynn, CMW City Clerk I NM G:fo11oN,vup-agrmt1tr Sister Cities: Anjo, Japan - Waitakere, New Zealand Mlephone-. 714-536-52271 Item 15.- 28 1 0s- This LICENSE AGREEMENT (this "Agreemenf'), is made by and between the City ' Huntington Beach, a municipal corporation (the "City"), on the one.hand, and J.M. Hollistel LLC (a Delaware -limited liability company), Hollister Michigan, LLC (a Virginia limit liability company), Hollister Ohio, LLC (an Ohio limited liability 'company), and Hollist California, LLC (an Ohio limited liability company) (hereinafter. referred to collectively "Hollisteron the other hand. A. City is the owner of the Huntington Beach Pier and Lifeguard Station, Tower 0 located on the Pier (the "Lifeguard Station"), located within the City of Huntington Beach (hereinafter the "Public Property"). B. Hollister desires to install two fixed focal cameras on the Auntington Beach Pier between Light Poles 17 and 18, one control center rack and equipment in the interior space of the Lifeguard Station, and the necessary wireline connections between the fixed focal cameras and rack and between the rack and existing telecommunications facilities, all as described further on Exhibit A, (the cameras, control center rack, connections and the supporting equipment are hereinafter referred to collectively, as the "Camera Equipment"). C. Hollister desires to use and operate the Camera Equipment to broadcast a live video feed of Huntington Beach to certain of its Hollister Co. stores across the United States and related purposes CLive Video Feed"). Representative photographs of the Live Video Feed are attached hereto as Exhibit B. D. Hollister desires to obtain a license from the City for the purposes of installing, operating and maintaining the Camera Equipment in connection with its desire to broadcast a Live Video Feed. E. City also desires to utilize the Live Video Feed at the main lifeguard station in Huntington Beach. I NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions contained herein, and other valuable consideration, the receipt of which is hereby acknowledged, the City and Hollister do hereby agree as follows: The area subject to this License (the "License Area"') includes those areas of the Huntington Beach Pier between Light Poles 17 and 18, the interior space of the Lifeguard Station and necessary wireline connections for the Camera Eq i ment, as more particularly described on ulp Ex4i.ibit A. 04agree/beach video/7/7/04 I Item 15. - 29 2. Grant of License. The City hereby grants to Hollister a license to use the Huntington Beach Pier and Lifeguard Station for the purposes of installing, operating and maintaining the Camera Equipment in connection with the broadcasting of the Live Video ' Feed and any necessa isc ry 'i retionary permits for the term of the Ao greement (the "License"). The scope f the License shall be ftirther defined by the follwAring: a. City shall make the Huntington Beach Pier and Lifeguard Station available t* Hollister to install, operate and maintain its Camera Equipment for Live Video Feed purposes. b. Hollister shall be entitled to use such License Area for the purposes of installing, operating and maintaining its Camera Equipment for Live Video Feed purposes subject to receipt of any necessary ministerial approvals or permits (including electrical permits) from the Huntington Beach Department of Building and Safety. C. Hollister shall be entitled to use such Camera Equipment to broadcast a Li Video Feed; provided, however, that Hollister shall not be permitted to broadcast a Live V�idl Feed during certain exclusive, proprietary events that restrict filming at or near the Huntin Beach Pier as identified to Hollister by the City. d. Hollister acknowledges and agrees that the City is not endorsing the products or advertising of Hollister by the grant of this License. Term of Agreement. This Agreement shall have a term of five years ("Term") commencing upon the Effective Date of this Agreement, which shall be automatically extended on a year-to-year basis after the expiration of the Term, provided neither party objects. a. Hollister shall pay to the City $5,000 per month commencing upon the Effective Date of this Agreement (the "License Fee"). The License Fee shall be increased on each anniversary -of Jhe. _Effectiv-e. Date. -in-proportion- to. any increase inTh_eE6`s­�Eg­e1es-Riverside- Orange County "Consumer Price Index" as announced by the State of California, Department of Industrial Relations, Division of Labor Statistics and Research on or between such anniversary dates, but in no case shall such increase exceed five (5) percent per year. Notwithstanding, the parties acknowledge that the License Fee shall not be decreased at any time., regardless of any decrease in the Consumer Price Index defined above. b. Hollister shall pay the License Fee to the City on the first of each -month, co Fencing on the first full month after the Effective Date through and until the termination of this Agreement. ------- - 04agrm'beach video/7/6/04 2 Item 15. - 30 0- C. Hollister shall install two 21-inch flat panel monitors and one satellite dish (the "City Equipmenf') at a location to be determined by the City and shall provide the Live Video Feed to such location during the term of the Agreement to the extent reasonably available. Hollister shall maintain the City Equipment and Live Video - Feed to the extent reasonably available during the term of this Agreement upon reasonable request by the City. slogan d. Hollister shall configure the Live Video Feed to exhibit the text "Huntington Beach, California — Surf City" on all display monitors. The size of the text shall be legible with a minimum and maximum size of text to be determined subject to the City's reasonable approval. The parties acknowledge and agree that this text shall not be associated with any advertising or symbol. e. A late payment fee of ten percent (10%) will be assessed if City receives any payment later than the thirtieth (30'') day after that payment is due but unpaid. In addition, one and one-half percent (1'l7) interest per month shall be added for each month the payment hereunder is due but unpaid. Room •#" i# Hollister shall have the sole right, at its expense, to install, operate and maintain the Camera Equipment and broadcast the Live Video Feed during the3erm of the Agreement, as may be extended. In exchange for the License granted above, Hollister agrees that it shall not suffer or permit any dangerous condition to be created, exist, or continue on the License Area as a result of its installation, operation or maintenance activities associated with the Camera Equipment; and, that all of its acts and those of its contractors and subcontractors shall be carried out in a careful and reasonable manner. Hollister acknowledges and agrees that the City shall not be held responsible or liable for any damage to the Camera Equipment or interruption of Live Video Feed caused by disasters, riots, fires, vandals, storms, waves, water, wind and/or earthquakes. City hereby grants to Hollister the right to obtain a Commercial Photography Permit during the Term of the Agreement, as may be extended, free of charge. 8. Condition {,LicenseArea. Hollister acknowledges that it shall enter the License Area at its own risk, and that neither the City nor any of its officers, employees, agents, or contractors have made any warranty or representation to Hollister with regard to the safe condition of the License Area. 04agree/b(,ach vWew716104 3 _� ; _ Item 15. - 31 9, Utilities. Hollister shall be solely responsible for the cost of any and all utility services related to the installation, operation and maintenance of the Camera Equipment during the Term of this Agreement, as may be extended. 10. Indemnification, Defense, Hold Harmless. Hollister hereby agrees to protect, defend, indemnify and hold and save harmless the City, its officers, and employees against any and all liability, claims, judgments, costs and demands, however caused, including those resulting from death or injury to Hollister's employees and damage to Hollister's property, arising directly or indirectly out of the grant of License herein contained, including those arising from the passive concurrent negligence of the City, but save and except those which arise out of the active concurrent negligence, sole negligence, or the sole willful misconduct of the City. Hollister will conduct all defense at its sole cost and expense. 11. Worker's Compensation and EMployers' Liability Insurance. Pursuant to the California Labor Code Section 1861, Hollister acknowledges awareness of Section 3700 et seq. of said code, which requires every employer to be insured against liability for workers' compensation ,. Hollister covenants that it will comply with all such laws and provisions prior to the encroachment into Public Property pursuant to this license. Hollister shall maintain such Workers' Compensation Insurance in an amount of not less than One Hundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,00.0) bodily injury by disease, each employee, and Two Hundred Fifty Thousand Dollars ($250,000) bodily injury by disease, policy limit, at all times incident hereto, in forms and underwritten by insurance companies satisfactory to the City. 12, General Liability Insurance. Hollister shall carry at all times incident hereto, on all activities to be performed in Public Property as contemplated herein, general liability insurance, including coverage for bodily injury, and property damage. All insurance shall be underwritten by insurance companies in forms satisfactory to the City. Said insurance shall name the City, its officers, agents and employees and all public agencies as determined by the City as Additional Insureds. Hollister shall subscribe for and maintain said insurance policies in full force and effect during the life of this Agreement, in an amount of not less than One Million Dollars ($1,000,000) combined single limit coverage. If coverage is provided under a form which includes a designated general aggregate limit, such limit shall be not less than One Million Dollars ($1,000,000). In the event of aggregate coverage, Hollister shall immediately notify the City of any known depletion of limits. Hollister shall require its insurer to waive its subrogation rights against the City and agrees to provide certificates evidencing the same. 04n.see/6each video!7/6/04 4 Item 15. - 32 Before entering the License Area, Hollister shall provide property insurance with extended coverage endorsements thereon, on the License Area in an amount equal to the full replacement cost thereof; this policy shall be on a replacement cost basis and shall not contain a coinsurance penalty provision. In the event of loss, the policy proceeds shall be used to repair or d troyed; and if not so useJ.., such proceeds shall be paid to City. The proceeds of any such insurance payable to City shall be used for rebuilding or repair as necessary to restore the License Area and at the sole discretion of City. The policy shall name City as an additional insured. The policy or policies shall also contain the following - I The insurer will not cancel or reduce the insured's coverage without thirty (30) days prior written notice to City; and T7.E* i% corriff 1CM-A P ntvruc7v� I prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of such policy, a signed and complete certification of insurance showing that coverage has bee renewed, shall be filed with City. Upon request, Hollister shall furnish City a certified copy the a pplicable pot icy within fifteen (15) days. Prior to the encroachment into Public Property pursuant to this license, Hollister shall furnish to the City certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; said certificates shall provide the name and policy number of each carrier and policy, and shall state that the policy is currently in force and shall promise to provide that such policies will not be canceled without thirty (30) days prior written notice to the City. Hollister shall maintain the foregoing insurance coverages in force until this Agreement is terminated. The requirement for carrying the foregoing insurance shall not derogate from the provisions for indemnification of the City by Hollister under this Agreement. The City or its representative shall at all times have the right to demand the original or a copy of all said policies of insurance. Hollister shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. A separate copy of the additional insured endorsement to each of Hollister's insurance policies, naming the City, its officers and employees as Additional Insureds shall be provided to the City Attorney for approval prior to the encroachment into Public Property pursuant to this License. 04auee/bcach video/716104 5 Item 15. - 33 Any insurance proceeds received by City because of the total or partial destruction of sal License Area or any buildings on said License Area shall be the sole property of the City. 16. Insurance Hazards. Hollister shall not commit or permit the commission of any acts on said License Area n use or permit the use of said License Area in any manner that will increase the existing rates or cause the cancellation of any property, liability or other insurance policy insuring Huntington Beach Pier and Lifeguard Station, said License Area or the improvements on sai e C License Area. Hollister shall, at its sole cost and expense, comply with any and all requirem. I of insurance carriers necessary for the continued maintenance at reasonable rates of prope liability and other insurance policies on the Huntington Beach Pier and Lifeguard Staiion, sa License Area and the improvements on said License Area. Hollister shalt not permit or suffer any mechanic's or materialmen's or other liens of any kind or nature to be recorded and/or enforced against the License Area for work is ol; materials furnished on its behalf. 18. Termination. This Agreement may not be terminated by Hollister for the first three (3) years of t Tenn. After the third year of the Term, this Agreement may be terminated by Hollister up thirty (310) days %vritten notice, provided, however, that if Hollister elects to terminate t Agreement prior to the expiration of the Term, Hollister shall pay to City a termination fee $60,000. In addition, in the event the Agreement terminates or expires and Hollister no long desires to broadcast the Live Video Feed, City will have the option in its sole discretion to ele that Hollister either (i) remove the Camera Equipment and restore the License Area to t condition existing prior to installation, or (ii) transfer full possession and ownership of t Camera Equipment to City. Notwithstanding, City may elect to terminate this Agreement r> UP thirty (30) days written notice, provided however that any such determination to terminate j preceded by a meeting between the City Administrator's office and Hollister and if Hollist cannot address the City's concerns within a reasonable time, Hollister will be entitled to a pubt hearing before the City Council. The City Council wilt then vote on whether or not to ter-fnina the agreement. A. Assignmen . Neither Hollister nor the City shall assign its rights or responsibilities under this Agreement, in Whole or in part, except with the written consent of the other party hereto. Any attempted assignment without such prior written consent shall be invalid and void. 04agietfbeach vWeo/7/6/04 6 - - Item 15. - 34 11 1) B -,I-, i 4- �_ =ram_ t -: ..-- _ �„ _ — y � � -- 801 South Figueroa Street, Suite 450 Los Angeles, California 90017 213,570,8000 telephone 213.570,8010 facsimile www.parkvelayos,corn January 24, 2014 City of Huntington Beach 2000 Main Street Huntington Beach, CA 92649, Joan L. Flynn City Clerk City of Huntington Beach - 2000 M Zlon Beachain Street Huntinj 926 CAJ. R.e: Termination of City Agreement for Video Authorization at Huntington Beach Muni cipal Pier We are writing this letter on behalf of our"clients, Abercrombie-& Fitch, Co., Abercrombie & Fitch Tradi�ig Co., and J.M. HoUister,LC (referred to collectively as "Abercrombie"), regarding that certain City Agreement dated as of August 4, 2008 by and between the City of Huntington Beach (the "City") and Abercrombie (the "Agrecment'!� that authoriz . ed a live video feed from the Huntington Beach Municipal Pier. Abercrombie would fiTst like to express its immense gratitude for -the years of creative and cutting. edge collaboration with th� City that allowed Abercrombie to share the incredible beauty of Huntington Beach with its consumers around the world, The live video feed from Huntington Beach has been a staple of Abercrombie's world-claiss Hollister brand presentation fir vv4_A with the, CLt, Y will continue to be strong well into the fature, However, as so many businesses are required to is iri today's economy, Abercrombie must make d ' ifficult financial choices.' It therefore is with regret that, pursuant to Section 19 of the Agreement, Abercrombie -hereby elects to terminate the Agreement and is providing thirty (30) days written notice of termination to the City. The effective date of termination of the Agreement shall be February 26, 2014. As outlined in Section ' 19, upon termination, the City has an option in its sole discretion to either (1) have Abercrombie remove the Camera Equipment and restore the License Area to the condition prior to installation, or (2) have the City take possession of the Camera Equipment to the extent necessary to provide the Live Video Feed to Moorhouse Lifeguard ' . Station for public safety purposes. As stated in Section 1-9., "riln the event that this Agreement is terminated by Abercrombie ... and the City elects to take possession of the necessary Camera Equipment to maintain the Live Video Feed to Moorhouse Lifeguard Station, the City agrees that such Live - Video Feed and Camera Equipment shall only be used by the City for public safety purposes and jB Item 15. - 35 no other person or entity other than the City may use such Live Video Feed or Camera Equipment for any purpose." Please let me know at your earliest convenience the City's election with respect to the Camera Equipment described above. Upon receipt of the City's election, Abercrombie will mail to the City a check in the amount of $60,000.00 in fall payment of the termination fee set forth in Section 19 of the Agreement. Thank you for your prompt attention to this matter. If you have any questions, please do not hesitate to contact me at any time. Very truly yours, Francis Y. Park of PARK & VELAYOS LLP cc: Reid Wilson, Esq. Veronique Millon, Esq. Item 15. - 36 ATTACHMENT 3 AMENDED AND RESTATED CITY AGREEMENT This AMENDED AND RESTATED CITY AGREEMENT (this "Agreement"), is made this I - .. day of October, 2014 (the "Effective Date"), by and between the City of Huntington Beach, a municipal corporation (the "City"), on the one hand, and Abercrombie & Fitch Co. (a Delaware corporation), Abercrombie & Fitch Trading Co. (an Ohio corporation), and J.M. Hollister, LLC (a Delaware limited liability company) (hereinafter referred to collectively as "Abercrombie"), on the other hand. RECITALS A. City is the owner of the Huntington Beach Pier located within the City of Huntington Beach. B. City on the one hand and J.M. Hollister, LLC, Hollister Michigan, LLC, Hollister Ohio, LLC, and Hollister California, LLC on the other hand were parties to that certain License Agreement dated July 30, 2004 (the "Original Agreement"). Hollister Michigan, LLC, Hollister Ohio, LLC, and Hollister California, LLC no longer exist and have been merged into entities owned and controlled by Abercrombie & Fitch Co. and/or Abercrombie & Fitch Trading Co. Pursuant to the Original Agreement, Abercrombie was granted a license to install, operate and maintain camera equipment to broadcast a live video feed of Huntington Beach to certain Hollister Co. stores across the United States ("Live Video Feed"). C. City and Abercrombie are parties to that certain City Agreement dated August 4, 2008 (the "City Agreement") that terminated, amended and restated the Original Agreement. The City Agreement permitted Abercrombie to install, operate and maintain a total of nine cameras and related equipment to broadcast the Live Video Feed (collectively, the "Existing Camera Equipment"). This Agreement is intended to replace the City Agreement in its entirety, and upon the Effective Date of this Agreement, the City Agreement shall terminate and no longer be in effect. D. Abercrombie has determined that it no longer needs to provide a Live Video Feed and would prefer to utilize recorded video feeds from the Huntington Beach Pier to display in certain or all of its stores worldwide and related purposes ("Recorded Content"). Abercrombie desires to record video from the Huntington Beach Pier on a certain limited number of visits per year to capture the Recorded Content, as described further below in Section 3. E. City desires to assume full ownership and possession free of charge for the Existing Camera Equipment for public safety purposes. t00004916 DOCX / 8} NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions contained herein, and other valuable consideration, the receipt of which is hereby acknowledged, the City and Abercrombie do hereby agree as follows: Transfer of Existing Camera Equipment. Pursuant to the Original Agreement, Abercrombie installed two 21-inch flat panel monitors and related equipment at the Moorhouse Lifeguard Headquarters facility to display the Live Video Feed from the two original cameras. Pursuant to the City Agreement, Abercrombie provided seven additional monitors for the additional views available from the seven additional cameras (collectively, the nine installed monitors and related equipment at the Moorhouse Lifeguard Headquarters facility shall be referred to herein as the "Monitor Equipment"). As of the Effective Date, Abercrombie agrees to transfer to the City free of charge full ownership and possession of the Existing Camera Equipment and Monitor Equipment. As of the Effective Date, the City agrees to assume and take full ownership and possession of the Existing Camera Equipment and Monitor Equipment and any liability associated therewith. The City agrees that the Live Video Feed shall be used solely by the City for public safety purposes only and no other person or entity other than the City may use such Live Video Feed or Existing Camera Equipment for any other purpose. 2. License Area. The area subject to this License (the "License Area") includes those areas of the Huntington Beach Pier designated on Exhibit A attached hereto and related access paths to and from the designated areas. The License Area may also include other areas of the Huntington Beach Pier with prior approval by the City, which shall not be unreasonably withheld. 3. Grant of License. The City hereby grants to Abercrombie a license to use the License Area for the purposes of filming, recording and capturing the Recorded Content pursuant to the Work Plan attached hereto as Exhibit B for the Term of the Agreement (the "License"). The scope of the License shall be further defined by the following: a. The City grants Abercrombie access to the License Area up to four (4) times a year for up to five (5) consecutive days on each visit (the "Recording Visit"). On each Recording Visit, Abercrombie shall be permitted to record continuously on a daily basis from one hour before sunrise to one hour after sunset with a production crew of up to approximately six (6) cameras and related crew members. b. On an annual basis, Abercrombie agrees to provide the City with a list of desired dates for the four (4) Recording Visits ("Recording Visit Dates"). The City agrees to review such list within ten (10) business days from receipt and to work cooperatively in good faith with Abercrombie to finalize the Recording Visit Dates expeditiously and in no event later than twenty (20) business days after receipt of such list. The Parties acknowledge and agree that the City shall provide Abercrombie with priority status in finalizing the Recording Visit Dates with the exception of certain dates associated with events exclusively occupying the Huntington {00004916 DOCX / 81 2 Beach Pier and surrounding areas. In the event that a scheduled Recording Visit needs to be cancelled for any reason, including, without limitation, for the lack of sunlight or other weather condition, Abercrombie shall provide a written cancellation notice to the City as soon as reasonably practicable. The City shall have the right to cancel any scheduled Recording Visit for an emergency or health and safety reason associated with the License Area, and shall provide a written cancellation notice to Abercrombie as soon as reasonably practicable after any such determination. In the event of any cancellation, the Parties agree to work cooperatively in good faith to promptly reschedule the cancelled Recording Visit, if deemed necessary by Abercrombie. C. The City agrees to process expeditiously any necessary permits or approvals for Abercrombie's intended use of the License Area. d. The City agrees to provide Abercrombie access to parking areas near the Huntington Beach Pier at no additional cost. e. Abercrombie acknowledges and agrees that the City is not endorsing the products or advertising of Abercrombie or Hollister by the grant of this License. 4. Term of Agreement. This Agreement shall be for a term of five (5) years ("Term") commencing upon the Effective Date of this Agreement, and shall be automatically extended for an additional four (4) successive five-year terms after the expiration of the Term, provided the Agreement has not been earlier terminated as provided herein. 5. Pam a. Abercrombie shall pay to the City $116,000 per year commencing upon the Effective Date of this Agreement (the "License Fee"). The License Fee shall be increased on each annual anniversary of the Effective Date by three (3) percent per year. b. Abercrombie shall pay the License Fee to the City on an annual basis on each anniversary of the Effective Date through and until the termination of this Agreement. C. Abercrombie shall also pay $50,000 each time the Term of this Agreement is extended for five years as consideration for the rights granted hereto. Abercrombie agrees that the amount described above shall be provided to the City for marine safety purposes. The $50,000 payment shall be paid by Abercrombie to the City within thirty (30) days after the commencement of each new five (5) year term. d. Abercrombie shall configure the Recorded Content to exhibit the text "Huntington Beach, Surf City, USA®" on all video wall displays. The size of the text shall be legible with a minimum and maximum size of text to be determined subject to the City's reasonable approval. The Parties acknowledge and agree that this text shall not be associated with any advertising slogan or symbol. {00004916 DOCX; 8} 3 6. Safety Requirements. In exchange for the License granted above, Abercrombie agrees that it shall not suffer or permit any dangerous condition to be created, exist, or continue on the License Area as a result of its activities associated with the Recorded Content; and, that all of its acts and those of its contractors and subcontractors shall be carried out in a careful and reasonable manner. Abercrombie acknowledges and agrees that the City shall not be held responsible or liable for any damage to the recording equipment for Recorded Content caused by disasters, riots, fires, vandals, storms, waves, water, wind and/or earthquakes. 7. Commercial Filming Permit. City hereby grants to Abercrombie a Commercial Filming Permit during the Term of the Agreement, as may be extended, free of charge. See Commercial Filming Permit attached hereto as Exhibit C. 8. Condition of License Area. Abercrombie acknowledges that it shall enter the License Area at its own risk, and that neither the City nor any of its officers, employees, agents, or contractors have made any warranty or representation to Abercrombie with regard to the safe condition of the License Area. 9. Indemnification, Defense, Hold Harmless. Abercrombie shall protect, defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with Abercrombie's performance of this Agreement or Abercrombie's failure to comply with any of Abercrombie's obligations contained in the Agreement by Abercrombie, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of City. City shall be reimbursed by Abercrombie for all costs and attorney's fees incurred by City in enforcing this obligation. 10. Worker's Compensation and Employers' Liability Insurance. Pursuant to California Labor Code Section 1861, Abercrombie acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; Abercrombie covenants that it will comply with such provisions prior to commencing performance of the work hereunder; and shall indemnify, defend and hold harmless City from and against all claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against City, 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 Abercrombie under this Agreement. Abercrombie shall maintain workers' compensation and employers' liability in amounts not less than the State statutory limits. t00004916 DOCX / 8} 4 11. General Liabilitv Insurance. In addition to the workers' compensation and employers' liability insurance and Abercrombie's covenant to indemnify City, Abercrombie shall obtain and furnish to City, a policy of general public liability insurance, including automotive bodily injury and property damage insurance covering the License Area. The policy shall indemnify Abercrombie, its officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the License Area, and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal 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 License Area. The policy shall name City, its agents, officers, employees and volunteers as additional insureds, and shall specifically provide that any insurance coverage which may be applicable to the License Area shall be deemed excess coverage and that Abercrombie's insurance shall be primary. 12. Property Insurance. Before entering the License Area, Abercrombie shall provide property insurance with extended coverage endorsements thereon, on the License Area in an amount equal to the full replacement cost thereof, this policy shall be on a replacement cost basis and shall not contain a coinsurance penalty provision. In the event of loss, the policy proceeds shall be used to repair or rebuild any such improvements so damaged or destroyed; and if not so used, such proceeds shall be paid to City. The proceeds of any such insurance payable to City shall be used for rebuilding or repair as necessary to restore the License Area and at the sole discretion of City. The policy shall name City as an additional insured. The policy or policies shall also contain the following: The insurer will not cancel or reduce the insured's coverage without thirty (30) days prior written notice to City; and 2. City will not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance required by this Section shall be filed with City prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with City. Upon request, Abercrombie shall furnish City a certified copy of the applicable policy within fifteen (15) days. {00004916 DOCX / 8} 13. Certificates of Insurance; Additional Endorsements. Prior to the execution of this Agreement, Abercrombie shall furnish to City 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. state that the policy is currently in force; and C. promise that such policies shall not be suspended, voided or canceled by either Party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Abercrombie shall maintain the foregoing insurance coverages in force during the entire Term of this Agreement or any renewal Term(s), including any holdover periods. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Abercrombie under the Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all said applicable policies of insurance. Abercrombie shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 14. Insurance Proceeds. Any insurance proceeds received by City because of the total or partial destruction of said License Area or any buildings on said License Area shall be the sole property of City. 15. Insurance Hazards. Abercrombie shall not commit or permit the commission of any acts on said License Area nor use or permit the use of said License Area in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Huntington Beach Pier, said License Area or the improvements on said License Area. Abercrombie shall, at its sole cost and expense, comply with any and all requirements of insurance carriers necessary for the continued maintenance at reasonable rates of property, liability and other insurance policies on the Huntington Beach Pier and License Area. 16. Notice. Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the Party concerned as follows: 100004916 DOCX / 8} 6 To City: CITY OF HUNTINGTON BEACH Attn: Janeen Laudenback Community Services Department 2000 Main Street Huntington Beach, CA 92648 Phone: (714) 374-5309 2nd Copy to City: CITY CLERK CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 To Abercrombie: Reid Wilson, Esq. Abercrombie & Fitch 6301 Fitch Path New Albany, OH 43054 (614) 283-6131 2nd Copy to Abercrombie: Francis Park, Esq. Park & Velayos LLP 801 South Figueroa Street, Suite 450 Los Angeles, California 90017 (213) 570-8000 City or Abercrombie may from time to time designate any other address for this purpose by written notice to the other Party. 17. Termination. This Agreement may be terminated by Abercrombie upon thirty (30) days written notice to the City, provided, however, that if Abercrombie elects to terminate this Agreement prior to the expiration of the Term, as may be extended, Abercrombie shall pay to the City a termination fee of $60,000. In the event of a material breach, violation or failure to perform or satisfy any of the obligations in this Agreement which has not been cured after a reasonable period of time after written notice to Abercrombie, the City may elect to terminate this Agreement upon thirty (30) days written notice to Abercrombie. This Section shall survive the termination or expiration of this Agreement. {00004916 DOCX / 8) 7 18. Public Necessity. City may, upon three (3) months prior notice in writing to Abercrombie, suspend or revoke this Agreement without liability to Abercrombie when public necessity so requires, or suspend operation immediately hereunder, without any advance notice and without any liability to Abercrombie, in the event of public emergency, as may be determined by the City Manager. Such suspension will terminate when the public necessity or emergency no longer exists. The Parties agree that if the suspension or revocation discussed above exceeds 30 days, then Abercrombie shall have the right to terminate this Agreement without fee or penalty notwithstanding Section 17 above. 19. Conflict of Interest. Abercrombie warrants and covenants that no official or employee of City nor any business entity in which an official or employee of City is interested (1) has been employed or retained to solicit or aid in the procuring of this Agreement; or (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to City. In the event City 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 the City, Abercrombie, upon request of City, shall terminate such employment immediately. For breaches or violations of this Section, City shall have the right both to annul this Agreement without liability, and, in its sole discretion, recover the full amount of any such compensation paid to such official, employee or business entity. 20. Attornev'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, except as provided in Section 9 above. 21. Non -Possessory Interest. City retains full possession of the License Area and Abercrombie will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Abercrombie will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. 22. Liens. Abercrombie shall not permit any mechanics' or materialness', or other liens, or stop notices, to stand against the License Area by reason of any use or occupancy by Abercrombie, or any person claiming under Abercrombie. If Abercrombie desires to contest or withhold any payment which would lead to the placement of any such liens or stop notices, or contest any such lien, or stop notice, then prior to commencing such contest and withholding, Abercrombie shall furnish City with a bond to secure the payment of such obligation and obtain City's prior written approval of the bond. {00004916.DOCX / 8} 8 23. Miscellaneous. a. Assignment. Neither Abercrombie nor the City shall assign (or sublease) its rights or responsibilities under this Agreement, in whole or in part, except with the written consent of the other Party hereto. Any attempted assignment without such prior written consent shall be invalid and void. b. Compliance with Laws. Abercrombie shall comply with all required State, County and City laws and regulations relating to the use of the License Area and shall be solely responsible for all costs incurred in connection with such compliance. C. Applicable Law. This Agreement shall be construed, governed and enforced in accordance with the laws of the State of California. d. Entire Agreement. This Agreement contains a full and complete expression of the Parties and it shall supersede all other agreements, written or oral, hereto made by the Parties with respect to the subject matter hereof. This Agreement may be modified only in writing, signed by the Parties hereto. (signature page follows) 100004916.DOCX / 81 IN WITNESS WHEREOF, authorized representatives of the City and Abercrombie have duly executed this Agreement as of the day and year first written above. Abercrombie: ABERCR-OMBIE & FIT H CO. By: onathan Ramsden Chief Operating Officer Date: ABEI3CRt)lVthIE & FITCH TRADING CO. By: K g% Qw�om 61STAMT SUCAETA" Date: °1 19 J.M. HQI-,LISTER, LLC By: J no athan Ramsden President .t Date: -? {00004916.DOCX / 8} 10 City: APPROVED AS TO FORM: City A rney I.s'. rL CITY'S SIGNATURE PAGE TO AGREEMENT BETWEEN CITY AND ABERCROMBIE & FITCH CO., ABERCROMBIE & FITCH TRADING CO. AND J.M. HOLLISTER, LLC {00004916 DOCX / 8} EXHIBIT B Work Plan Each Recording Visit consists of up to five (5) days of continuous recording at the Huntington Beach Pier with up to six (6) cameras and related crew members. On each visit, Abercrombie intends to record continuously from one hour before sunrise to one hour after sunset for up to five (5) continuous days. Abercrombie will cordon off the recording areas on the Huntington Beach Pier with stanchions or cones that will be maintained, as deemed necessary by Abercrombie, for the duration of the Recording Visit. The three recording areas are depicted on the License Area Map attached hereto as Exhibit A and are generally located in the area of Tower 0 Lifeguard Tower. Each recording area is approximately 40 feet by 8 feet and is intended to allow for recording equipment and related personnel to be protected and secure for recording continuous content for the duration of the Recording Visit. It 'lis the intent of Abercrombie and the City to be flexible in the designation and use of recording areas, and new areas may be agreed to with the reasonable consent of the City. The video recording personnel will bring to the recording areas the cameras, video recorders, tripods, stanchions, cones and other related equipment necessary for capturing Recorded Content and for protecting the equipment from weather conditions, including, but not limited to, temporary protective shade ("Recording Equipment"). The City and Abercrombie will work to coordinate in advance any necessary parking, approvals and clearances to set up, maintain, operate and remove the Recording Equipment at the Recording Areas. The City will designate a City representative who will be available by phone for the entire duration of each Recording Visit, as well as immediately prior to and after each Recording Visit. The cameras and video recorders are battery -operated, but in the event that power is needed, Abercrombie will use accessible shore power or bring a generator to power the Recording Equipment in the License Area during the Recording Visits. Recorded Content from the Recording Visits may be edited, as deemed necessary by Abercrombie, prior to being displayed in stores and related purposes. { 00004916. DOCX / 8 } Application Received: SUBMIT COMPLETED APPLICATION TO: filmpermits@surfcity-hb. org Film Office is located at the Lifeguard Headquarters 103 Pacific Coast Highway Huntington Beach, CA 92648 Barbara Gray (714) 536-5497 FAX (714) 374-1500 FILWPHOTOGRAPHY PERMIT APPLICATION Page 1 Lead Contact: Project Name: Project Company: Film Dates: Prep/Strike Dates: Production Company: Production Type: ❑Film []Still []Video Address: Classification: []Commercial ❑TV ❑Feature ❑Documentary ❑School Project ❑Other City/State/Zip: Office Number: Cell: E-Mail: FAX: General Location(s): Specific Site: Activity: Number of Crew: Number of Cast Members: Vehicles: (Types) Number of vehicles: Day 1 Hours: From: To: Day 2 Hours: From: To: Permitee hereby agrees to ensure compliance with the conditions of the permit, including provisions and any attachments, agrees to obtain prior city approval for deviations from the information provided herein, and understands that failure to comply with these requirements may result in the immediate cancellation of production. Applicant Date Location Manager: Office Phone: Assistant Location Manager: Office Phone: Parking Requirements: Equipment to be used (list): FILM/PHOTOGRAPFIY PERMIT APPLICATION Page Z Special Requirements/Equipment/Parking Portable/Pager: Portable/Pager: Services Required: ❑None ❑Food ❑Hotel Stunts/Special effects: Pyrotechnics: Hazardous material to be used: Pyrotechnician: License #: Aerial stunts/elements: Wild animals to be used: Traffic Control: Describe your plan for controlling traffic, (i.e. personnel and/or devices autos, bikes, pedestrians): Other unusual activities: Traffic: Please submit a site plan showing location(s) of shoot, cast, crew, vehicle(s) and route to be traveled in order to film a scene. PROVISIONS Permittee waives all claims against the City, its officers, agents and employees, for loss or damage caused by, arising out of, or in any way connected with, the exercise of this permit and permittee agrees to save harmless, indemnify and defend City, its officers, agents and employees, from any and all loss, damage or liability which may be suffered or incurred by City, its officers, agents and employees caused by, arising out of or in any way connected with exercise by permittee of the rights hereby granted, except those arising out of the sole negligence of the City. City shall have the privilege of inspecting the premises covered by this permit at any and all times. This permit shall not be assigned. City may terminate this permit at any time if permittee fails to perform any covenant herein contained at the time and in the manner herein,provided. City agrees it will not unreasonably exercise this right of termination. The parties hereto agree that the permttee, its officers, agents and employees, in the performance of this permit shall act in an independent capacity and not as officers, employees or agents of the City. No alteration or variation of the terms of this permit shall be valid unless made in writing and signed by the parties hereto. Permitee will not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, sexual orientation, age, national origin or physical handicap. Permitee agrees to comply with the terms and conditions contained herein and all rules and regulations of the City subject to this permit. Date Applicant's Signature Title PERMIT MUST BE KEPT ON LOCATION AT ALL TIMES UO_%S11,11 September 22, 2014 BY FEDERAL EXPRESS City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn: David Dominguez Re: Abercrombie City Agreement Dear Mr. Dominguez: 801 South Figueroa Street, Suite 450 Los Angeles, California 90017 213.570.8000 telephone 213.570.8010 facsimile www.parkvelayos.com Per your request, I have enclosed two original Abercrombie signature pages for the City Agreement by and between the City of Huntington Beach (the "City") and our clients, Abercrombie & Fitch, Co., Abercrombie & Fitch Trading Co., and J.M. Hollister, LLC (referred to collectively as "Abercrombie"). Please let us know if you have any questions. We appreciate your cooperation in continuing the successful relationship between Huntington Beach and Abercrombie. Very truly yours, Francis Y. Park of PARK & VELAYOS -LLP Enclosures cc: Reid Wilson, Esq. {00005497.DOCX / 2} .� -7 ® ACC)IRV CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 9/22/2014 THIS CERTIFICATE IS ISSUED AS A (NATTER 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 endorsements . PRODUCER Hylant - Cincinnati 50 E-Business Way, Ste 200 Cincinnati OH 45241 CONTACT NAME: FAX PHONE AIC,E t 1 - - 4 AIC No : - - 4 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC # INSURER A:HartfQrd Fire Insurance Co 19682 INSURED ABERC-2 INSURER B: mm rce Indu In 19410 INSURER C:H f r Ins Co Qf the Midwest 747 Abercrombie & Fitch Co. INSURER D :Z rich American Insurance 16535 & Any Subsidiary or Affiliated Company 6301 Fitch Path New Albany OH 43054 INSURER E:T in it Fir Insurance -Co- 4 9 INSURER F rrniGt�A1--Gc rtFRTIFIrtATF kitIMRPP' IOrrAAr)OOr. REVISION NUMBER: 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 A INSR R WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS A GENERAL LIABILITY Y 33CSER20713 APPRoV� /30/2014 /30/2015 OCCURRENCE $1,000,000 DEACH AMAGE TO RENTED PREMISES Ea occurrence $300,000 X COMMERCIAL GENERAL LIABILITY AI' TO FORM MED EXP (Any one person) $3,000 CLAIMS -MADE K OCCUR PERSONAL & ADV INJURY $1,000,000 /,,,.:-' GENERAL AGGREGATE $2,000,000 nifer McGrat , City qn rn �f/P7 /��rS�f y GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO X LOC PRODUCTS - COMPIOP AGG $2,000,000 General Agg CapLimit $20,000,000 A A JECT AUTOMOBILE LIABILITY X ANY AUTO 33CSER20712 33GSER20714 /30/2014 /30/2014 /30/2015 /30/2015 Ea accident $1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS PPPROPERTYDAMAGE acci er dent $ 33GSE20714(HI) $1,000,000 B X UMBRELLA LIAB X OCCUR 49131428 /30/2014 /30/2015 EACH OCCURRENCE $5,000,000 AGGREGATE $5,000,000 EXCESS LIAB CLAIMS -MADE DED X RETENTION$0 $ C E WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETOR/PARTNER/EXECUTIVE 33WNR20710 33WBRR20711 /30/2014 /30/2014 /30/2015 /30/201 Q X WC Y STATU- OFR T R 1 T E.L EACH ACCIDENT $1,000,000 E L DISEASE - EA EMPLOYEE $1,000,000 OFFICER/MEMBER EXCLUDED? ❑ (Mandatory in NH) N I A E.L DISEASE -POLICY LIMIT $1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below D Contents/Stockll&B Special Form/RC PPR552490702 /112014 71112015 Loss Limit 250,000,000 Deductible 500,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) City of Huntington Beach, its elected or appointed officials, agents, officers, employees and volunteers are Additional Insured and loss payeee for leasehold improvements as their interest may appear. General Liability insurance is primary as respects the License Area, CERTIFICATE HULUtK IiANI.CLL-AIIVII City of Huntington Beach 2000 Main Street Huntington Beach CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED y�� U�(THORIZED}\REPRESENTATIVE U 1988-ZU1U ACUKU GUKF'UKA I IUN. An ngnis reserves. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 33 CSE R20713 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS OPTION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) I Designated Project(s) Or Location(s) Or Oraanization(s): Of Covered Operations: ADDITIONAL INSUREDS AS REQUIRED BY LOCATIONS AS REQUIRED BY WRITTEN CONTRACT WRITTEN CONTRACT OR WRITTEN AGREEMENT OR WRITTEN AGREEMENT Information required to complete this Schedule if not shown above will be shown in the Declarations. A. With respect to those person(s) or organization(s) (3) In connection with "your work" for the shown in the Schedule above when you have additional insured at the project(s) or agreed in a written contract or written agreement location(s) designated in the Schedule to provide insurance such as is afforded under this and included within the "products - policy to them, Subparagraph f., Any Other completed operations hazard", but only if: Party, under the Additional Insureds When (a) The written contract or written Required By Written Contract, Written agreement requires you to provide Agreement Or Permit Paragraph of Section II — such coverage to such additional Who Is An Insured is replaced with the following: insured at the project(s) or location(s) f. Any Other Party designated in the Schedule; and Any other person or organization who is not (b) This Coverage Part provides an insured under Paragraphs a. through e. coverage for "bodily injury" or above, but only with respect to liability for "property damage" included within the "bodily injury", "property damage" or "personal "products -completed operations and advertising injury" caused, in whole or in hazard", part, by your acts or omissions or the acts or The insurance afforded to the additional omissions of those acting on your behalf: insured shown in the Schedule applies: (1) In the performance of your ongoing (1) Only if the "bodily injury" or "property operations for such additional insured at damage" occurs, or the "personal and the project(s) or location(s) designated in advertising injury" offense is committed: the Schedule; (a) During the policy period; and (2) In connection with your premises owned (b) Subsequent to the execution of such by or rented to you and shown in the written contract or written agreement; Schedule; or and Form HS 24 80 07 13 Page 1 of 2 © 2013, The Hartford (Includes copyrighted material of Insurance Services Office, Inc., with its permission.) (c) Prior to the expiration of the period of time that the written contract or written agreement requires such insurance be provided to the additional insured. (2) Only to the extent permitted by law; and (3) Will not be broader than that which you are required by the written contract or written agreement to provide for such additional insured. With respect to the insurance afforded to the person(s) or organization(s) that are additional insureds under this endorsement, the following additional exclusion applies: This insurance does not apply to "bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1) The preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or (2) Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to the additional insured shown in the Schedule are described in the Limits Of Insurance section. How this insurance applies when other insurance is available to the additional insured is described in the Other Insurance Condition in Section IV — Commercial General Liability Conditions, except as otherwise amended below. B. With respect to insurance provided to the person(s) or organization(s) that are additional insureds under this endorsement, the When You Add Others As An Additional Insured To This Insurance subparagraph, under the Other Insurance Condition of Section IV — Commercial General Liability Conditions is replaced with the following: When You Add Others As An Additional Insured To This Insurance (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Paragraph (c) below. This insurance does not apply to other insurance to which the additional insured in the Schedule has been added as an additional insured. (b) Primary And Non -Contributory To Other Insurance When Required By Contract This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (i) The additional insured in the Schedule is a Named Insured under such other insurance; and (ii) You have agreed in a written contract or written agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured in the Schedule. (c) IMethod Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. All other terms and conditions in the policy remain unchanged. Page 2 of 2 Form HS 24 80 07 13 Gonzales, Carrie From: McGrath, Jennifer Sent: Friday, September 26, 2014 11:49 AM To: Gonzales, Carrie Subject: RE: Abercrombie & Fitch - Certificate of Insurance It should be Scut from inY Vcuzon Wireless 46 t. 11� smnYphotic -------- Original message -------- From: "Gonzales, Carrie" Date:09/26/2014 11:41 AM (GMT-08:00) To: "McGrath, Jennifer" Subject: RE: Abercrombie & Fitch - Certificate of Insurance Yes it is From: McGrath, Jennifer Sent: Friday, September 26, 2014 11:41 AM To: Gonzales, Carrie Subject: RE: Abercrombie & Fitch - Certificate of Insurance Is it a separate document attached to the certificate? Sant fion) my Vernon Wiralcss 46 to E 4matrtphom -------- Original message -------- From: "Gonzales, Carrie" Date:09/26/2014 11:40 AM (GMT-08:00) To: "McGrath, Jennifer" Subject: Abercrombie & Fitch - Certificate of Insurance Jennifer, We have their agreement on the 10/6 agenda. Their additional insured page states "Additional insured as required by written contract or written agreement". The have included the required verbage.... its elected or appointed officials, agents... on the Certificate of Liability Insurance in the description area. Would this be acceptable? Cavite, i City of Huntington Beach 2000 Main Street o Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachca.gov Office of the City Clerk Joan L. Flynn, City Clerk October 8, 2014 Abercrombie & Fitch Attn: Reid Wilson, Esq. 6301 Fitch Path New Albany, OH 43054 Dear Mr. Ivory: Enclosed for your records is a duplicate original of the "Amended and Restated City Agreement." Sincerely, e _ 9ban L. Flynn, CIVIC City Clerk JF:pe Enclosure Sister Cities: Anjo, Japan ® Waitakere, New Zealand Park&Vel .? , P January 24, 2014 VIA FEDERAL EXPRESS City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Joan L. Flynn City Clerk City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 RECEIVED 2014 JAN21 PM 5: 44 {, y Uu"iZ CITY OF HUNTINGTON BEACH Re: Termination of City Agreement for Video Authorization at Huntington Beach Municipal Pier To Whom It May Concern: 801 South Figueroa Street, Suite 450 Los Angeles, California 90017 213.570.8000 telephone 213.570.8010 facsimile www.parkvelayos.com We are writing this letter on behalf of our clients, Abercrombie & Fitch, Co., Abercrombie & Fitch Trading Co., and J.M. Hollister,.LLC (referred to collectively as "Abercrombie"), regarding that certain City Agreement dated as of August 4, 2008 by and between the City of Huntington Beach (the "City") and Abercrombie (the "Agreement") that authorized a live video feed from the Huntington Beach Municipal Pier. Abercrombie would first like to express its immense gratitude for the years of creative and cutting edge collaboration with the City that allowed Abercrombie to share the incredible beauty of Huntington Beach with its consumers around the world. The live video feed from Huntington Beach has been a staple of Abercrombie's world -class Hollister brand presentation for well over a decade, and Abercrombie hopes that its relationship with the City will continue to be strong well into the future. However, as so many businesses are required to do in today's economy, Abercrombie must make difficult financial choices. It therefore is with regret that, pursuant to Section 19 of the Agreement, Abercrombie hereby elects to terminate the Agreement and is providing thirty (30) days written notice of termination to the City. The effective date of termination of the Agreement shall be February 26, 2014. As outlined in Section 19, upon termination, the City has an option in its sole discretion to either (1) have Abercrombie remove the Camera Equipment and restore the License Area to the condition prior to installation, or (2) have the City take possession of the Camera Equipment to the extent necessary to provide the Live Video Feed to Moorhouse Lifeguard Station for public safety purposes. As stated in Section 19, "[i]n the event that this Agreement is terminated by Abercrombie ... and the City elects to take possession of the necessary Camera Equipment to maintain the Live Video Feed to Moorhouse Lifeguard Station, the City agrees that such Live Video Feed and Camera Equipment shall only be used by the City for public safety purposes and °k&Velayos LLP January 24, 2014 Page 2 no other person or entity other than the City may use such Live Video Feed or Camera Equipment for any purpose." Please let me know at your earliest convenience the City's election with respect to the Camera Equipment described above. Upon receipt of the City's election, Abercrombie will mail to the City a check in the amount of $60,000.00 in full payment of the termination fee set forth in Section 19 of the Agreement. Thank you for your prompt attention to this matter. If you have any questions, please do not hesitate to contact me at any time. Very truly yours, Francis Y. Park of PARK & VELAYOS LLP cc: Reid. Wilson, Esq. Veronique Millon, Esq. L-",)Co Council/Agency Meeting Held: 0 0 Deferred/Continued to: A Appr ved ❑ Conditionally Approved ❑ Denied 61& 00 Vlerk'Vti-g natur Council Meeting Date: 8/4/2008 Department ID Number: CS08-022 CITY OF HUNTINGTON LEACH REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBER�r SUBMITTEDBY: PAUL EMERY, INTERIM CITY ADMINISTRATORr PREPARED BY: JIM B. ENGLE, DIRECTOR OF COMMUNITY SERVICES SUBJECT: APPROVE ABERCROMBIE & FITCH CO. LICENSE AGR EMENT FOR VIDEO AUTHORIZATION AT HUNTINGTON BEACH MUNICIPAL PIER Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachment(s) Statement of Issue: Hollister clothing and apparel stores approached the city in late spring, 2004, with a request for a live video feed from the Huntington Beach Pier in its clothing stores nationwide. On July 19, 2004, the City entered into a five-year agreement with Hollister for $60,000 per year plus Consumer Price Index (CPI) increases. Due to the success of this marketing venture, Hollister, thru their parent company Abercrombie and Fitch Co., (Abercrombie) is requesting a long-term agreement for a substantial increase in their annual payment to the city. Funding Source: Not applicable. The city will receive an escalating fee beginning at $116,000 per year for the license agreement plus an inflationary factor. Additionally, the city shall receive an escalating "signing bonus" for lifeguard equipment at the beginning of the new agreement and at each five-year extension. This fee will be $50,000 plus an inflationary factor at the beginning of each extension. Recommended Action: Motion to: Approve the License Agreement with Abercrombie and Fitch Co. to provide live video feed to its stores from the Huntington Beach Pier and authorize the Mayor and City Clerk to execute said agreement. Alternative Action(s): 1. Direct staff to make specific modifications to the terms of the license agreement. 2. Do not enter into a license agreement with Abercrombie and Fitch Co. at this time. REQUEST FOR CITY COUNCIL ACTION MEETING ®ATE: 8/4/2008 DEPARTMENT I® NUMBER: CS08-022 Analysis: Hollister stores are limited liability companies comprised of J.M. Hollister, Hollister Michigan, Hollister Ohio, and Hollister California. Its parent company is Abercrombie and Fitch Co. On July 19, 2004, the city approved a license agreement with Hollister to place two (2) fixed focal cameras under the pier. These cameras provide live feed to Hollister stores nationwide. These cameras do not have the ability to rotate or zoom in on individuals on the beach so as not to impact privacy issues or rights of the public. The focus of the cameras will allow a view of beach and ocean activity without being able to identify individuals. The advertising concept is that Hollister serves teens and young adults and wishes to create a casual atmosphere of a beach cottage. Store clientele is able to walk around or sit on couches and look out large "windows" (monitors) onto the beach and ocean. The goal is to create a casual, laid-back atmosphere within the stores. This is a unique concept and Hollister wishes to utilize Huntington Beach as its "view" out of its cottage "windows." This five-year agreement has been mutually beneficial. The city not only receives $60,000 annually (plus an inflationary factor), but the picture through the store "window" includes the words Huntington Beach "Surf City USA", thereby assisting the City with its strategic goal of becoming a visitors' destination. Hollister and its parent company, Abercrombie and Fitch, have been pleased with its marketing effort and desire to expand the license agreement. The agreement_ will be for five years with four additional five-year extensions. It will include seven additional cameras (total of nine) to offer its customers a varied view of the beach through its "windows" (Attachment #2). These new cameras will afford Hollister the opportunity to place cameras on all levels of their upcoming multi -level flagship store in New York City. Their goal is to have this agreement in place for the opening of this flagship store in New York City, so they are asking for this new agreement to be in place now rather than wait for the conclusion (fifth year) of the original agreement. The cameras are very small but provide a high quality image. The overall dimensions of the protective box are approximately 2.12" wide by 4" high and 8.91" long. The original 2004 agreement's deal points were as follows: • Agreement is for five (5) years with a $5,000/month license fee to the city; total $300,000 for the five-year contract. ® License fee increases annually based on the Consumer Price Index, up to five percent annually. ® The live picture presented in the stores includes the name Huntington Beach "Surf City, USA" on its display monitors. • Hollister uses a pre-recorded loop of action on the beach when the city has contractual constraints due to agreements with special events such as AVP and US Open of Surfing or at other times due to public necessity or emergencies, e.g., natural disaster, oil spill, etc. ® Hollister installed two (2) 21-inch, flat panel monitors and one (1) satellite dish at Lifeguard Headquarters. Hollister maintains city equipment during the term of the agreement. ® City is not held responsible or liable for any damage to the camera equipment or interruption of live video feed. -2- 7/24/2008 10:49 ABA REQUEST FOR CITY COUNCIL ACTION MEETING DATE: 8/4/2008 DEPARTMENT ID NUMBER: CS08-022 Hollister is responsible for costs for any and all utility services. Hollister protects, defends, indemnifies, saves, and holds harmless the city. City may elect to terminate the agreement upon thirty (30) days written notice in the event that the city determines that certain advertising or marketing materials are inappropriate. Terms in this new agreement that are modified or added from the original 2004 agreement are as follows: ® A term of five years with four five-year extensions. ® $116,000 per year license fee, instead of $60,000 per year as in the original agreement. • As with the original contract, the license fee shall increase annually based on the Consumer Price Index, up to five percent annually. • At the beginning of the new agreement and also at the start of each five-year extension, a "signing bonus" of $50,000 shall be provided to the city for the purchase of lifeguarding equipment. This fee shall also increase based on the Consumer Price Index (not to exceed five percent annually). • The original agreement called for two cameras; the new agreement calls for an additional seven cameras. All cameras are stationary and cannot rotate or zoom due to privacy issues for the public. • The new agreement does not include a penalty if the city terminates the agreement early; Abercrombie would need to pay $60,000 if it terminates early. • In the event of either party canceling the agreement, the city shall, at its option, retain the cameras and equipment. BENEFITS TO CITY/CONCLUSION: This agreement is beneficial to the city in four ways: 1. The city will receive $116,000 per year, plus an inflationary factor (maximum 5%). Assuming the contract runs the 25-year term, the city would realize total revenue, based on an average of 4% annually, $4,830,925. 2. The city will also receive a "signing bonus" of $50,000 at the beginning of the agreement and start of each five-year extension, plus an inflationary factor (maximum 5% annually). The five "signing bonuses" total, based on an estimated average of 4% annually, is an additional $372,080. 3. The live video feed to Lifeguard Headquarters will provide another tool for lifeguards to use to protect the public at the beach. The additional seven cameras will expand the current two -camera view significantly. 4. As the City of Huntington Beach endeavors to become an overnight destination, the advertisement at 366 Hollister stores with the words Huntington Beach "Sur' City USA" will assist significantly in meeting that goal. For these reasons, staff is recommending City Council approve the lease with Abercrombie for the Hollister stores. The City Council's Economic Development Committee reviewed the proposal and approved the overall concept on March 10, 2008. -3- 7/23/2008 3:52 PM REQUEST FOR CITY COUNCIL ACTION MEETING ®ATE: 8/4/2008 DEPARTMENT I® NUMBER: CS08-022 Strategic Playa Goal: Create an environment that promotes tourism to increase revenues to support community services and transform the city's economy into a destination economy. Environmental Status: Not Applicable Attachment(s): -4- . 7/23/2008 3:49 PM ATTACHME � 7 NT CITY AGREEMENT This CITY AGREEMENT (this "Agreement"), is made this day of August, 2008 (the "Effective Date"), by and between the City of Huntington Beach, a municipal corporation (the "City"), on the one hand, and Abercrombie & Fitch Co. (a Delaware corporation), Abercrombie & Fitch Trading Co. (an Ohio corporation), and J.M. Hollister, LLC (a Delaware limited liability company) (hereinafter referred to collectively as "Abercrombie"), on the other hand. RECITALS A. City is the owner of the Huntington Beach Pier and Lifeguard Tower, Tower 0 located on the Pier (the "Tower 0 Lifeguard Tower"), located within the City of Huntington Beach. B. City on the one hand and J.M. Hollister, LLC, Hollister Michigan, LLC, Hollister Ohio, LLC, and Hollister California, LLC on the other hand are parties to that certain License Agreement dated July 30, 2004 (the "Original Agreement"). Hollister Michigan, LLC, Hollister Ohio, LLC, and Hollister California, LLC no longer exist and have been merged into entities owned and controlled by Abercrombie & Fitch Co. and/or Abercrombie & Fitch Trading Co. Pursuant to the Original Agreement, Abercrombie was granted a license to install, operate and maintain camera equipment to broadcast a live video feed of Huntington Beach to certain Hollister Co. stores across the United States. This Agreement is intended to replace and supplement the Original Agreement in its entirety and upon the Effective Date of this Agreement, the Original Agreement shall terminate and no longer be in effect. C. Under the Original Agreement, City has been utilizing the live video feed at the main lifeguard station in Huntington Beach, known as Moorhouse Lifeguard Headquarters. D. Abercrombie wishes to locate seven additional cameras on the Tower 0 Lifeguard Tower and under the Pier, as described further on Exhibit A attached hereto and incorporated herein by reference (collectively with the original cameras, the "Camera Equipment"). E. Abercrombie desires to use and operate the Camera Equipment to broadcast a live video feed of Huntington Beach to certain or all of its Hollister Co. stores worldwide and related purposes ("Live Video Feed"). Representative photographs of the Live Video Feed are attached hereto as Exhibit B and incorporated herein by reference. F. Abercrombie desires to obtain a license from the City for the purposes of installing, operating and maintaining the Camera Equipment in connection with its desire to broadcast a Live Video Feed. G. City also desires to utilize the Live Video Feed at the main lifeguard station (Moorhouse Lifeguard Headquarters) in Huntington Beach. 00000288.DOC NOW, THEREFORE, in consideration of the foregoing recitals, the mutual covenants and conditions contained herein, and other valuable consideration, the receipt of which is hereby acknowledged, the City and Abercrombie do hereby agree as follows: License Area. The area subject to this License (the "License Area") includes those areas of the Huntington Beach Pier between Light Poles 17 and 18 and thirty (30) feet west of Tower 0 Lifeguard Tower, Moorhouse Lifeguard Headquarters, and necessary wireline connections for the Camera Equipment, as more particularly described on Exhibit A. 2. Grant of License. The City hereby grants to Abercrombie a license to use the License Area for the purposes of installing, operating and maintaining the Camera Equipment in connection with the broadcasting of the Live Video Feed for the term of the Agreement (the "License"). The scope of the License shall be further defined by the following: a. City shall make the Huntington Beach Pier, Tower 0 Lifeguard Tower and Moorhouse Lifeguard Headquarters available to Abercrombie to install, operate and maintain its Camera Equipment for Live Video Feed purposes. b. Abercrombie shall be entitled to use such License Area for the purposes of installing, operating and maintaining its Camera Equipment for Live Video Feed purposes subject to receipt of any necessary approvals or permits (including electrical permits) from the City of Huntington Beach.. C. Abercrombie shall be entitled to use such Camera Equipment to broadcast a Live Video Feed to certain or all of its Hollister Co. stores worldwide; provided, however, that Abercrombie shall not be permitted to broadcast a Live Video Feed during certain exclusive, proprietary events that restrict filming at or near the Huntington Beach Pier as identified to Abercrombie by the City. d. Abercrombie acknowledges and agrees that the City is not endorsing the products or advertising of Abercrombie or Hollister by the grant of this License. 3. Term of Agreement. This Agreement shall be for a term of five (5) years ("Term") commencing upon the Effective Date of this Agreement, and shall be automatically extended for an additional four (4) successive five-year terms after the expiration of the Term, provided the Agreement has not been earlier terminated as provided herein. {00000ass.Doc} 2 4. Payment. a. Abercrombie shall pay to the City $116,000 per year commencing upon the Effective Date of this Agreement (the "License Fee"). The License Fee shall be increased on each annual anniversary of the Effective Date in proportion to any increase in the Los Angeles - Riverside -Orange County "Consumer Price Index" as announced by the State of California, Department of Industrial Relations, Division of Labor Statistics and Research on or between such anniversary dates, but in no case shall such increase exceed five (5) percent per year. Notwithstanding, the parties acknowledge that the License Fee shall not be decreased at any time, regardless of any decrease in the Consumer Price Index defined above. b. Abercrombie shall pay the License Fee to the City on an annual basis on each anniversary of the Effective Date through and until the termination of this Agreement. C. Abercrombie shall also pay $50,000 commencing upon the Effective Date of this Agreement and each time the Term of this Agreement is extended for five years as consideration for the rights granted hereto. Abercrombie agrees that the amount described above shall be provided to the City for marine safety purposes. After the initial $50,000 payment, Abercrombie shall pay to the City within thirty (30) days after the commencement of each new five (5) year term an additional $50,000, as increased on each five year anniversary of the Effective Date in proportion to any increase in the Los Angeles -Riverside -Orange County "Consumer Price Index" as announced by the State of California, Department of Industrial Relations, Division of Labor Statistics and Research on or between such anniversary dates, but in no case shall such increase exceed five (5) percent per year. Notwithstanding, the parties acknowledge that the additional consideration shall not be decreased at any time, regardless of any decrease in the Consumer Price Index defined above. As an example, assuming the Effective Date of this Agreement is August 1, 2008, the first additional consideration amount would have to be paid by August 1, 2008 (i.e., the Effective Date), the second additional consideration amount would have to be paid by September 1, 2013 (i.e., within 5 years and 30 days from the Effective Date) and successive additional consideration amounts would be paid every 5 years thereafter assuming the Agreement has not been terminated. . d. As a part of the Original Agreement, Abercrombie installed two 21-inch flat panel monitors and related equipment at the Moorhouse Lifeguard Headquarters and has been providing the Live Video Feed from the two original cameras. Abercrombie hereby agrees to provide seven additional monitors for the additional views available from the new cameras (collectively, the two installed monitors and the seven monitors to be installed at Moorhouse Lifeguard Headquarters shall be referred to herein as the "City Equipment"). Abercrombie agrees to maintain the City Equipment and Live Video Feed from all nine cameras to the Moorhouse Lifeguard Headquarters to the extent reasonably available during the Term of this Agreement upon reasonable request by the City. City agrees that the Live Video Feed to the Moorhouse Lifeguard Headquarters shall be used solely by the City for public safety purposes only. e. Abercrombie shall configure the Live Video Feed to exhibit the text "Huntington Beach, Surf City, USA®" in addition to time and temperature information on all video wall {00000aaa.DOC) displays. The size of the text shall be legible with a minimum and maximum size of text to be determined subject to the City's reasonable approval. The parties acknowledge and agree that this text shall not be associated with any advertising slogan or symbol. 5. Operation. Except as provided in Section 4.d above, Abercrombie shall have the sole right, at its expense, to install, operate and maintain the Camera Equipment and broadcast the Live Video Feed during the Term of the Agreement, as may be extended. 6. Safety Requirements. In exchange for the License granted above, Abercrombie agrees that it shall not suffer or permit any dangerous condition to be created, exist, or continue on the License Area as a result of its installation, operation or maintenance activities associated with the Camera Equipment; and, that all of its acts and those of its contractors and subcontractors shall be carried out in a careful and reasonable manner. Abercrombie acknowledges and agrees that the City shall not be held responsible or liable for any damage to the Camera Equipment or interruption of Live Video Feed caused by disasters, riots, fires, vandals, storms, waves, water, wind and/or earthquakes. 7. Commercial Photography Permit. Subject to the City film permit requirements, and at the discretion of the Executive Director of Community Services, City hereby grants to Abercrombie the right to obtain a Commercial Photography Permit during the Term of the Agreement, as may be extended, free of charge. 8. Condition of License Area. Abercrombie acknowledges that it shall enter the License Area at its own risk, and that neither the City nor any of its officers, employees, agents, or contractors have made any warranty or representation to Abercrombie with regard to the safe condition of the License Area. 9. Utilities. Abercrombie shall be solely responsible for the cost of any and all utility services related to the installation, operation and maintenance of the Camera Equipment during the Term of this Agreement, as may be extended. 10. Indemnification, Defense, Hold Harmless. Abercrombie shall protect, defend, indemnify and save and hold harmless City, its officers, officials, employees, and agents from and against any and all liability, loss, damage, expenses, costs (including without limitation costs and fees of litigation of every nature) arising out of or in connection with Abercrombie's performance of this Agreement or Abercrombie's failure to comply with any of Abercrombie's obligations contained in the Agreement by Abercrombie, its officers, agents or employees except such loss or damage which was caused by {00000ass.Doc} 4 the sole negligence or willful misconduct of City. City shall be reimbursed by Abercrombie for all costs and attorney's fees incurred by City in enforcing this obligation. 11. Worker's Compensation and Employers' Liability Insurance. Pursuant to California Labor Code Section 1861, Abercrombie acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; Abercrombie covenants that it will comply with such provisions prior to commencing performance of the work hereunder; and shall indemnify, defend and hold harmless City from and against all claims, demands, payments, suit, actions, proceedings, and judgments of every nature and description, including attorney's fees and costs presented, brought or recovered against City, 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 Abercrombie under this Agreement. Abercrombie shall maintain workers' compensation and employers' liability in amounts not less than the State statutory limits. 12. General Liability Insurance. In addition to the workers' compensation and employers' liability insurance and Abercrombie's covenant to indemnify City, Abercrombie shall obtain and furnish to City, a policy of general public liability insurance, including automotive bodily injury and property damage insurance covering the License Area. The policy shall indemnify Abercrombie, its officers, agents and employees, while acting within the scope of their duties, against any and all claims arising out of or in connection with the License Area, and shall provide coverage in not less than the following amount: combined single limit bodily injury, personal 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 License Area. The policy shall name City, its agents, officers, employees and volunteers as additional insureds, and shall specifically provide that any insurance coverage which may be applicable to the License Area shall be deemed excess coverage and that Abercrombie's insurance shall be primary. 13. Property Insurance. Before entering the License Area, Abercrombie shall provide property insurance with extended coverage endorsements thereon, on the License Area in an amount equal to the full replacement cost thereof; this policy shall be on a replacement cost basis and shall not contain a coinsurance penalty provision. In the event of loss, the policy proceeds shall be used to repair or rebuild any such improvements so damaged or destroyed; and if not so used, such proceeds shall be paid to City. The proceeds of any such insurance payable to City shall be used for rebuilding or repair as necessary to restore the License Area and at the sole discretion of City. The policy shall name City as an additional insured. The policy or policies shall also contain the following: 1. The insurer will not cancel or reduce the insured's coverage without {00000288.Doc} 5 thirty (30) days prior written notice to City; and 2. City will not be responsible for premiums or assessments on the policy. A complete and signed certificate of insurance required by this Paragraph shall be filed with City prior to the execution of this Agreement. At least thirty (30) days prior to the expiration of any such policy, a signed and complete certification of insurance showing that coverage has been renewed, shall be filed with City. Upon request, Abercrombie shall furnish City a certified copy of the applicable policy within fifteen (15) days. 14. Certificates of Insurance; Additional Endorsements. Prior to the execution of this Agreement, Abercrombie shall furnish to City 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. state that the policy is currently in force; and C. promise that such policies shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Abercrombie shall maintain the foregoing insurance coverages in force during the entire Term of this Agreement or any renewal Term(s), including any holdover periods. The requirement for carrying the foregoing insurance coverages shall not derogate from the provisions for indemnification of City by Abercrombie under the Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all said applicable policies of insurance. Abercrombie shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 15. Insurance Proceeds. Any insurance proceeds received by City because of the total or partial destruction of said License Area or any buildings on said License Area shall be the sole property of City. 16. Insurance Hazards. Abercrombie shall not commit or permit the commission of any acts on said License Area nor use or permit the use of said License Area in any manner that will increase the existing rates for or cause the cancellation of any property, liability or other insurance policy insuring the Huntington Beach Pier and Tower 0 Lifeguard Tower, said License Area or the improvements on said License Area. Abercrombie shall, at its sole cost and expense, comply with any and all requirements of insurance carriers necessary for the continued maintenance at reasonable rates of {00000zss.DoC) 6 property, liability and other insurance policies on the Huntington Beach Pier and Tower 0 Lifeguard Tower, said License Area and the improvements on said License Area. 17. Notice. Any written notice or required submittals, given under the terms of this Agreement, shall be delivered personally, or mailed, certified mail, postage prepaid, addressed to the party concerned as follows: To City: CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 Phone: (714) 536-5445 nd 2 Copy to City: City CLERK CITY OF HUNTINGTON BEACH 2000 Main Street Huntington Beach, CA 92648 To Abercrombie: Reid Wilson, Esq. Abercrombie & Fitch6301 Fitch Path New Albany, OH 43054 (614) 283-6131 2nd Copy to Abercrombie: Francis Park, Esq. Park & Velayos LLP 801 South Figueroa Street, Suite 350 Los Angeles, California 90017 (213) 570-8000 City or Abercrombie may from time to time designate any other address for this purpose by written notice to the other party. {00000288.DOC} 7 18. Liens. Abercrombie shall not permit or suffer any mechanic's or materialmen's or other liens of any kind or nature to be recorded and/or enforced against the License Area for work done or materials furnished on its behalf. 19. Termination. This Agreement may be terminated by Abercrombie upon thirty (30) days written notice to the City, provided, however, that if Abercrombie elects to terminate this Agreement prior to the expiration of the Term, as may be extended, Abercrombie shall pay to the City a termination fee of $60,000. In addition, in the event the Agreement is terminated by Abercrombie or expires and Abercrombie no longer desires to broadcast the Live Video Feed, the City will have the option in its sole discretion to elect that Abercrombie either (i) remove the Camera Equipment and restore the License Area to the condition existing prior to installation, or (ii) transfer full possession and ownership free of charge of the Camera Equipment to the City to the extent necessary to provide the Live Video Feed to Moorhouse Lifeguard Station for public safety purposes. In the event that this Agreement is terminated by Abercrombie or the Agreement expires and Abercrombie no longer desires to broadcast the Live Video Feed, and the City elects to take possession of the necessary Camera Equipment to maintain the Live Video Feed to Moorhouse Lifeguard Station, the City agrees that such Live Video Feed and Camera Equipment shall only be used by the City for public safety purposes and no other person or entity other than the City may use such Live Video Feed or Camera Equipment for any purpose. Notwithstanding, in the event of a material breach, violation or failure to perform or satisfy any of the obligations in this Agreement which has not been cured after a reasonable period of time after written notice to Abercrombie, the City may elect to terminate this Agreement upon thirty (30) days written notice to Abercrombie. If the City elects to terminate this Agreement, at the City's Option, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation or transfer full possession and ownership free of charge of the Camera Equipment to the City as provided above. This section shall survive the termination or expiration of this Agreement. 20. Public Necessity. City may, upon three (3) months notice in writing to Abercrombie, suspend or revoke this Agreement without liability to Abercrombie when public necessity so requires, or suspend operation immediately hereunder, without any advance notice and without any liability to Abercrombie, in the event of public emergency, as may be determined by the City Administrator. Such suspension will terminate when the public necessity or emergency no longer exists. The parties agree that if the suspension or revocation discussed above exceeds 30 days, then Abercrombie shall have the right to terminate this Agreement without penalty notwithstanding Section 19 above. In the event of termination pursuant to this Section 20, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation. {000002ss.Doc} 8 21. Conflict of Interest Abercrombie warrants and covenants that no official or employee of City nor any business entity in which an official or employee of City is interested (1) has been employed or retained to solicit or aid in the procuring of this Agreement; or (2) will be employed in the performance of this Agreement without the immediate divulgence of such fact to City. In the event City 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 the City, Abercrombie, upon request of City, shall terminate such employment immediately. For breaches or violations of this Section, City shall have the right both to annul this Agreement without liability, and, in its sole discretion, recover the full amount of any such compensation paid to such official, employee or business entity. In the event of termination pursuant to this Section 21, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation. 22. 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, except as provided in Section 10 above. 23. Non -Possessory Interest City retains full possession of the License Area and Abercrombie will not acquire any interest temporary, permanent, irrevocable, possessory or otherwise by reason of this Agreement, or by the exercise of the permission given herein. Abercrombie will make no claim to any such interest. Any violation of this provision will immediately void and terminate this Agreement. In the event of termination pursuant to this Section 23, Abercrombie shall remove the Camera Equipment and restore the License Area to the condition existing prior to installation. 24. Liens Abercrombie shall not permit any mechanics' or materialness', or other liens, or stop notices, to stand against the License Area by reason of any use or occupancy by Abercrombie, or any person claiming under Abercrombie. If Abercrombie desires to contest or withhold any payment which would lead to the placement of any such liens or stop notices, or contest any such lien, or stop notice, then prior to commencing such contest and withholding, Abercrombie shall furnish City with a bond to secure the payment of such obligation and obtain City's prior written approval of the bond. 25. Miscellaneous. a. Assignment. Neither Abercrombie nor the City shall assign (or sublease) its rights or responsibilities under this Agreement, in whole or in part, except with the written consent of the other party hereto. Any attempted assignment without such prior written consent shall be invalid and void. {00000288.DOC} 9 b. Compliance with Laws. Abercrombie shall comply with all required State, County and City laws and regulations relating to the use of the License Area and shall be solely responsible for all costs incurred in connection with such compliance. C. Applicable Law. This Agreement shall be construed, governed and enforced in accordance with the laws of the State of California. d. Entire Agreement. This Agreement contains a full and complete expression of the parties and it shall supersede all other agreements, written or oral, hereto made by the parties with respect to the subject matter hereof. This Agreement may be modified only in writing, signed by the parties hereto. (signature page follows) {00000zss.DoC) 10 IN WITNESS WHEREOF, authorized representatives of the City and Abercrombie have duly executed this Agreement as of the day and year first written above. Abercrombie: ABERCROMB & IT CO. By: ichael W. amer Executive Vice President Chief Financial Officer Date: 7 - r_09 ABERCROMBI & FlCLITRADING CO. By: Mic ael W. I amer Vice President Date: '7 `' S R J.M. HOLLIS E By� � Michael W. Kramer President Date: r� " 15 "0 {00000288.Doc} 11 CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California INITIATED AND APPROVED: Va City of Community Services ROVED: APPROVED AS TO FORM: City Attorney ' 2-1. Gr CITY' S SIGNATURE PAGE TO AGREEMENT BETWEEN CITY AND ABERCROMBIE & FITCH TRADING CO., AND J.M. HOLLISTER, LLC 24609 EXHIBIT A Project Information Project Description Abercrombie previously installed two cameras facing opposite directions on the underside of the Huntington Beach Pier between Light Poles 17 and 18. Abercrombie will install seven new cameras on the Huntington Beach Pier and Tower 0 Lifeguard Tower for a total of nine cameras. Three new cameras will be installed on the underside of the Pier in the following locations: (1) two new cameras facing opposite directions between Light Poles 17 and 18 and (2) one new camera 30 feet west of Tower 0 Lifeguard Tower facing southwest. Four cameras will be installed on Tower 0 Lifeguard Tower with two cameras facing north and two cameras facing south. The location of the cameras may be modified upon consent of the City. The cameras are in a fixed position and do not swivel or zoom in and out. The cameras are connected by wireline to a small control center rack mounted inside the Tower 0 Lifeguard Tower and to related equipment in the two equipment racks provided to the City by Abercrombie at the Moorhouse Lifeguard Headquarters. The control center rack converts the Live Video Feed and sends it through high speed transmission lines to a local HUB provided by a local telecommunications company. The local HUB sends the Live Video Feed to a satellite uplink facility which broadcasts the Live Video Feed to a satellite orbiting in space. The satellite broadcasts the Live Video Feed to certain Hollister Co. stores. Abercrombie displays the Live Video Feed on LCD display monitors within these stores to create a window -like effect. On occasions, when picture quality is less than optimal due to weather conditions or other unforeseen circumstances or when certain beach events restrict filming, Abercrombie uses a pre- recorded video source that will display similar views of Huntington Beach. Hardware Components The exterior components will consist of two existing cameras and seven new cameras which will each be housed in a weather proof enclosure and sunshroud. The two existing camera units weigh approximately 20 pounds each and measure approximately 8 inches in height by 18 inches in length by 7 inches in width. The new cameras will be selected in consultation with the City and will include an enclosure that will be painted to blend in with the installation location. The interior components will consist of two control center racks mounted in the interior space of the Tower 0 Lifeguard Tower. The control center racks will plug into an electrical outlet. The control center racks serve as the control system and power source for the cameras and will deliver the image to high speed transmission lines. The control center racks will weigh approximately 50 pounds each and measure approximately 27 inches in height by 20 inches in width by 23 inches in depth. The high speed transmission lines will be run from the control center racks in the Tower 0 Lifeguard Tower to the Moorehouse Lifeguard Headquarters where Abercrombie will maintain new and existing equipment to encode the video signal to be transmitted via high speed data line to Abercrombie's uplink facility in Raleigh, NC. Installation will take approximately fourteen days. The cameras will be cleaned approximately twice per month. 00000288.DOC Me `wan- ? .n 4t' 2✓ Y E, r=A j.� ry'Y A f _t i k t ; x .a,�a° x •a < r ✓ q t x °' > :., r-• k §. ds �'..'r' x t �G t y Y 'W•y _ �. ' '� T�= t-•r s >�;'S"� t ..f R � f .e,M. G _" •h PIT 5- T 4fi . f IPW Duo Y " t"� s�,. fy � � w•' p ,� Stip �+r't a-� •c`2, r �` � '� 'Y �" � �'� `. "Y `� t A '' a s c-.rrtks. ,i � r S 'F ^,i�`' �b Y �. `'��+5: t s F � 6 ,e iw d re i ¢ � ✓ �`r s �' "WMA •'f . -' � .. .� ,#' ., .: ,, -, ., h , � „*i m.. : � "�,3s �" -:`�p � x a„� ���, � a< ,���'Y: y,.• ay, ,,p, x�?;S i�- m4asr� ` "�'" ;:.. r ::: r:S � -. ,s '_ ., � �,a:=a:.w _ � �c`.r "s ^�,� a �: -. 4 �t '✓''i �y"5"" n �`:, �2 , z. r w<"rc w -�rh �` S s,.� `, Fri`, :.,:•_" ..�-� �..,aa•� ,,. W .m ....;<.-s - . ..., �a'ix. ��?�`':�a?: ;w�'..`,�„f�a�����Ifr ,k�«•T. ^"+f�..'},_,u�`s ����F�.�, .'s7: .,�a5..�; �Y:i,,.:�a�-ass». �dw �„ .�r >k.. ?ti .<. ��:�:.,a. k.. ,$,. ; �w..,,t OPBERC-ID HQ AcoRO CERTIFICATE ®F LIABILITY INSURANCE A2 DATE (MMIDDIYYYY) 07 21 08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Hylant Group -- Cincinnati 50 E-Business Way, Suite 200 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Cincinnati OH 45241 Phone:513-985-2400 Fax:513-985-2404 INSURERS AFFORDING COVERAGE NAIC# INSURED INSURER A- Hartford Fire Insurance Co. 019682 INSURERS: Hartford Ins Co of the Midwest 037478 Abercrombie & Fitch CO. & Any Subsidiary or Affiliated Compp 63any 01 Fitch Path New Albany OH 43054 INSURERC: twin City Fire Insurance co 029459 INSURERD., National Union Fire Ins Co PA 019445 INSURER E: Lexington Insurance Co n 019437 COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN} IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR 001 NSR TYPEOF INSURANCE POLICY NUMBER POLICY EFFECTIVE DAT MMID POLICY EXPIRATION E DATE MWDDIYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $1 000,000 A X X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR 33CSER20703 06/30/08 06/30/09 PREMISES(E"."N urN $100 000 MED EXP (Any one parson) s2,500 PERSONAL & AUV INJURY $1,000 000 GENERAL AGGREGATE s2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMPIOP AGG S 2 O 0 0 , O OO POLICY JECT , LOC A AUTOMOBILE LIABILITY ANY AUTO 33CSER20702 06/30/08 06/30/09 COMBINED SINGLE LIMIT (Eaacddenq $ 1O000 r , 00 X BODILY INJURY (Per person) $ ALL OW N ED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) $ HIRED AUTOS NON -OWNED AUTOS PP D AS O FOR PROPERTY DAMAGE (Per accident) S GARAGE LIABILITY E FFR WGRATH, City Abiney 7 / 2 �� AUTO ONLY- EAACCIDENT S OTHER THAN EA ACC ONLY: AGG S ANY AUTO HAUTO $ EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE $1O 000,000 D X7 OCCUR CLAIMSMADE BE6081762 06/30/08 06/30/09 AGGREGATE $10, 000, 000 S $ DEDUCTIBLE $ RETENTION $ B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBEREXCLUDED? 33WNR20700 33WBR R20701 06/30/08 06/30/08 06/30/09 06/30/09 X TORY OMITS ER E.L. EACH ACCIDENT $1,000 000 E.L. DISEASE. FA EMPLOYEE $1,000000 I[ yyes, describe under SPEJAL PROVISIONS below E.L. DISEASE - POLICY LIMIT S 1 000 000 OTHER B Contents/Stock/I&B 1157133 07/01/08 07/01/09 LossLimit 400,000,000 Special Form/RC Ded 250 000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS City of Huntington Beach, its elected or appointed officials, agents, officers, employees and volunteers are Additional Insured as required by contract per form CG 2010 attached. General Liability insurance is primary as respects the License Area. CERTIFICATE HOLDER CANCELLATION HUNBE 01 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL City of Huntington Beach 2000 Main Street IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR Huntington Beach CA 92648 REPRESENT NES. AUTHOR PRESENTAT E ACORD 25 (2001108) °' 0 ACORD CORPORATION 19Ua If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). 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). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 28 (2001108) POLICY NUMBER: 33CSER20703 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT.CAREFULLY ADDITONAL INSURED -OWNERS,,' LESSEES, OR CONTRACTORS (Form B) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY Name of Person or Organization: CITY OF HUNTINGTON BEACH 2000 MAIN STREET HUNTINGTON BEACH CA 92648 (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement) WHO IS AN INSURED (Section 11) is amended to include as an insured the' -person or organization shown in the Schedule, but only with respect to liability arising out of "your work" for that insured by or for you. RE: ALL OPERATIONS OF THE NAMES INSURED FOR THE CERTIFICATE HOLDER. CITY OF HUNTINGTON BEACH, ITS ELECTED OR APPOINTED OFFICIALS, AGENTS, OFFICERS, EMPLOYEES, AND VOLUNTEERS. CG 20 10 1185 Copyright Insurance Services Office, Inc. 1984 ACORD WE 6, -1; 35- 0. .5 AWN W. PRODUCER 01 w— w" fir'. - M- DATE (MM10DNY) 07/22/08 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Hylant Group Cincinnati ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 50 E-Business Way, Suite 200 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Cincinnati OH 45241 COMPANIES AFFORDING COVERAGE COMPANY A Lexington Insurance Company kTerrold J. Renske Phone:513-985-2400 Fax:513-985-2404 INSURED COMPANY B COMPANY Abercrombie & Fitch Co. 6301 Fitch Path New I Albany OH 43054 C COMPANY D THIS ISTO CERTIFYTHAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO THE INSURED NAMEDABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION DFANY C014TRACTOR OTHER DOCUMP14TWITH RESPECT TOWHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL T14E TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES- LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Co LTR —i-_x TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MMIDDIYY� POLICY EXPIRATIOF DATE (MMIDOM) COVERED PROPERTY LIMITS j PROPERTY 1157133 07/01/08 07/01/09 BUILDING CAUSES OF LOSS PERSONAL PROPERTY BASIC BUSINESS INCOME $ BROAD EXTRA EXPENSE $ X SPECIAL BLANKET BUILDING $ EARTHQUAKE BLANKET PERS PROP $ FLOOD X BLANKEr BLDG & PP $400,000,000 s250,000 Deductible INLAND MARINE TYPE $ OF POLICY CAUSES OF LOSS S RNAMED $ PERILS OTHER CRIME TYPE or POLICY S $ S BOILER &MACHINERY OTHER LOCATION OF PREMISESIDESCRIPTION OF PROPERTY SPECIAL CONDITIONSIOTHER. COVERAGES 0 W110 HUMP301 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL City of Huntington Beach 2000 Main Street 30 DAYS wRrrTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE $HALL IMPOSE NO OBLIGATION OR LIABILITY Huntington Beach CA 92648 OF ANY KIW U ON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHO PRES City of Huntington Beach is Loss Payee as respects License Area located at Huntington Beach Pier, Tower 0 Lifeguard Tower and Moorhouse Lifeguard Headquarters. ATTACH MENT'#2 INITIATING DEPARTMENT: Community Services SUBJECT: Approve Hollister License Agreement COUNCIL MEETING DATE: August 4, 2008 RCA ATTACHMENTS STATUS Ordinance (w/exhibits & legislative draft if applicable) Attached ❑ Not Applicable Resolution (w/exhibits & legislative draft if applicable) Attached Not Applicable ❑ Tract Map, Location Map and/or other Exhibits Attached ❑ Not Applicable Contract/Agreement (w/exhibits if applicable) Attached (Signed in full by the City Attorney) Not Applicable ❑ Subleases, Third Party Agreements, etc. Attached ❑ (Approved as to form by City Attomey) Not Applicable Certificates of Insurance (Approved by the City Attorney) Attached Not Ap licable ❑ i Fiscal Impact Statement (Unbudgeted, over $5,000) Attached ❑ Not Applicable Bonds (If applicable) Atttel El Ap licable ® . Staff Report (If applicable) Attacheducable El Not A Commission, Board or Committee Report (If applicable) Attached ❑ j Not Applicable Findings/Conditions for Approval and/or Denial Attached ❑ Not Applicable EXPLANATION FOR MYlSS1HG ATTACHMENTS - - - - REVIEWED RETURNED FOR A DED Administrative Staff Deputy City Administrator Initial City Administrator Initial City Clerk ( ) I EXPLANATION FOR RETURN OF ITEM: I RCA Author: J. Engle E-I D, 771 '713 719 94;�g Patricia atric a Enyeart 19761 Gloucester Lane Huntington Beach, Ca 92646 A I ill CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION COMMUNITY SERVICES TO: Joan Flynn, City Clerk FROM Jim B. Engle, Director, Community Services Departm DATE: August 4, 2008 SUBJECT: LATE COMMUNICATION — ITEM E-14 Please include the attached colored photos as late communication regarding Item E-14; Approval of the Abercrombie and Fitch Agreement, as replacement for the black and white pages numbered E14.20 and E14.21; and Attachment #2, E14-28. Thank you for your help in this matter. JBE:cvh x — e _00 W V .' � � f 1V' r O M.... . a i { y t g i n .r i C,..�A I x,� r E'�V a )i �� •� 1 r? ,� A" _ A� N A k s!•ty i P p t4iF T' . � . � � � � � - +:� � � j � - � � � � _ . p� � � . _ � � � � � � � �� � � " � � � � City ®f Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 OFFICE OF THE CITY CLERIC JOAN L. FLYNN CITY CLERK August 8, 2008 Reid Wilson, Esq. Abercrombie & Fitch6301 Fitch Path New Albany, OH 43054 Dear Mr. Wilson: Enclosed for your records is the City Agreement between the Abercrombie & Fitch Co., Abercrombie & Fitch Trading Co., J. M. Hollister, LLC, and the City of Huntington Beach for video authorization at the Huntington Beach Municipal Pier. Sincerely, 0< J+4) Joan L. Flynn, CIVIC City Clerk JF:pe Enclosure: Agreement Gfol lowup:agrmthr Sister Cities: Anjo, Japan ® Waitakere, New Zealand ( Telephone: 714-536-5227 ) City of Huntington Beach 2000 Main Street e Huntington Beach, CA 92648 OFFICE OF THE CITY CLERK JOAN L. FLYNN CITY CLERK August 8, 2008 Francis Park, Esq. Park & Velayos, LLP 801 South Figueroa Street, Suite 350 Los Angeles, CA 90017 Dear Ms. Park: Enclosed for your records is the City Agreement between the Abercrombie & Fitch Co., Abercrombie & Fitch Trading Co., J. M. Hollister, LLC, and the City of Huntington Beach for video authorization at the Huntington Beach Municipal Pier. Sincerely, Joan L. Flynn, CMC City Clerk JF:pe Enclosure: Agreement G:followup:agrmtltr Sister Cities: Anjo, Japan • Waitakere, New Zealand (Telephone: 714-536-5227 )