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Adopt a Highway Maintenance Corporation - 2018-08-06 (6)
City of Huntington Beach File #: 18-169 MEETING DATE: 8/6/2018 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Fred A. Wilson, City Manager PREPARED BY: Kellee Fritzal, Deputy Director of Economic Development Subject: Approve and authorize execution of a Sponsorship Agreement between the City of Huntington Beach; and, adopt a Highway Maintenance Corporation for Trash Receptacles and Sponsorship Statement of Issue: The City Council is asked to approve a 10-year sponsorship agreement between the City of Huntington Beach and Adopt a Highway Maintenance Corporation for the purchase of 525 trash receptacles in exchange for minimal public awareness advertisement rights on the trash receptacles located at the beach. Financial Impact: The 525 trash receptacles are valued at $110,250. The City will receive a 3% revenue share of advertising beginning in the seventh year of the agreement. The lease agreement could generate $15,210 in General Fund revenue and eliminate the expense of purchasing new trash receptacles. Recommended Action: A) Approve the "Sponsorship Agreement between the City of Huntington Beach and Adopt a Highway Maintenance Corporation for Trash Receptacles and Sponsorship"; and, B) Authorize the Mayor, City Manager, and City Clerk to execute the Sponsorship Agreement and other related documents on behalf of the City. Alternative Action(s): Do not approve the Sponsorship Agreement and direct staff accordingly. Analysis: In 1998 and in 2008, the City Council approved sponsorship agreements with Adopt a Highway Maintenance Corporation ("AHC") for trash barrels placed at City beaches in exchange for the rights to advertise on trash receptacles. City of Huntington Beach Page 1 of 2 Printed on 8/1/2018 poweredl15, Legistar d File #: 18-169 MEETING DATE: 8/6/2018 Staff and AHC have reached an agreement on a new 10-year Sponsorship Agreement. Under the current proposal, AHC will donate 525 new trash receptacles valued at $110,250 ($210/each) in exchange for limited advertisement rights and revenue. In addition, the City will receive a 3% share of revenue commencing in the seventh year of the Agreement. The receptacles, as part of this proposal, are more robust than the barrels provided under previous contracts and comply with updated State environmental regulations which require lids. AHC submitted a proposal based on a similar contract awarded by the County of Los Angeles Board of Supervisors on April 4, 2017, for a five-year contract in which AHC donated 3,000 receptacles in exchange for full advertisement rights, with no revenue sharing. All advertising material is subject to the authorization of the City Manager or his designee. Furthermore, all sponsorship identification on the receptacles must be appropriate and in good taste Signs that are indecent, obscene, pornographic, sexually explicit, or materials advocating the use of illegal substances, tobacco or alcohol products are prohibited. Each receptacle will have two ads, each 24" x 36" in size, in addition to the words "Keep Our Beaches Clean." Environmental Status: Not Applicable Strategic Plan Goal: Strengthen economic and financial sustainability Improve quality of life Attachment(s): 1. Sponsorship Agreement between the City of Huntington Beach and Adopt a Highway Maintenance Corporation for Trash Receptacles and Sponsorship City of Huntington Beach Page 2 of 2 Printed on 8/1/2018 powereiilg, LegistarTI SPONSORSHIP AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND ADOPT A HIGHWAY MAINTENANCE CORPORATION FOR TRASH RECEPTACLES AND SPONSORSHIP This Agreement is entered into this 6th day of August , 2018 by and between the CITY OF HUNTINGTON BEACH *hereinafter "City") and the ADOPT A HIGHWAY MAINTENANCE CORPORATION, a California corporation, dba ADOPT A BEACH (hereinafter "AAB"). RECITALS WHEREAS, City has the operational authority for management of the coastline within its boundaries, including maintenance, and desires to preserve its beauty; and In furtherance of those goals, Huntington Beach Municipal Code Chapter 13.56 authorizes the city to sell sponsorship rights; and AAB desires to provide sponsorship to help maintain and preserve the coastal beauty and cleanliness of City beaches by supporting beach maintenance costs in exchange for the exclusive right to donate Trash Receptacles for placement on City beaches and to sell sponsorships on aforementioned Trash Receptacles, NOW, THEREFORE, it is agreed by and between the parties as follows: 1. DEFINITIONS. As used herein, the terms set forth below shall be defined as follows: a. "Agreement Year" shall mean the 365-day period commencing on August 6, 2g18 or any subsequent 365-day period commencing upon the expiration of a prior Agreement Year. b. "Client" shall mean any group, organization, or entity which contracts with AAB for the sponsorship of Trash Receptacles on City beaches, allowing for the display of its name, image and/or products on those sponsored Trash Receptacles. c. "Client records" shall mean all transactions and contracts including all accounting regarding remittances to AAB from the Client with respect to the sponsorship of the Trash Receptacles on the City beaches. d. "Commencement date" shall mean the date the Agreement is executed by the City. e. "City Beaches" shall mean those beaches over which the City of Huntington Beach has operational authority. f. "Sponsorship Space" shall mean that portion of the lower surface space on the trash receptacles that will be utilized for two 24' x 36" client advertising wraps. g. "Branding Space" shall mean the upper surface space on the trash receptacles that will be utilized for two 4.25" by 36" banners which will be used for client branding messages. h. "Lid Messaging Space" shall mean the 8' x 4.5' square space on the lid portion of the trash receptacles which may be included in sponsorship messaging. i. "Sponsorship Identification" shall mean the display of sponsors' name, image and/or products in the Sponsorship Space, Branding Space and Lid Messaging Space. j. "Trash Receptacle(s)" shall mean a customized trash receptacle(s) container designed and patented by AAB to be manufactured and placed on City beaches. k. "Trash Receptacle value" shall mean the assigned annual value for providing the Trash Receptacles to the City. 2. RIGHTS GRANTED TO AAB a. Subject to the conditions set forth herein below and upon execution of the Agreement, City shall grant to AAB the right to provide Trash Receptacles on City beaches during the term of this Agreement and to sell to Clients sponsorships on the Trash Receptacles and display of Client sponsorship identification on the Trash Receptacles. b. City agrees to place Trash Receptacles on City beaches at appropriate locations as determined by the Public Works Director within approximately 10 business days of receipt of Trash Receptacles at delivery sites agreed upon by City and AAB, but in no case later than 30 days after receipt of the Trash Receptacles. c. The number of Trash Receptacles to be placed on City beaches shall be set forth as five hundred and twenty five (525). The exact number of Trash Receptacles may be modified at the sole discretion of the City throughout the term of this Agreement, but shall be no less than minimums set forth above. City may temporarily remove Trash Receptacles from the beach to avoid damage to or loss of the Trash Receptacles. This fluctuation will not affect the terms of this Agreement. d. AAB agrees to begin delivery of new Trash Receptacles 90 days after the execution of this Agreement. AAB will manufacture, assemble and delivery 525 barrels valued at $110,250 for the term of this Agreement. If the City terminates this Agreement prior to the seven (7) year anniversary, then the City will reimburse AAB the value of the Trash Receptacles. e. The City agrees to reasonably place, maintain and empty the Trash Receptacles placed on City beaches. The City agrees to make available no less than 525 barrels available for sponsorship during the months of April through September. During the months of September through March, AAB understands that the City will reduce the amount of available inventory on the beaches to no less than 375 Trash Receptacles. If the City determines that the number of Trash Receptacles needs to be adjusted down by more than 5%, the City and AAB will negotiate in good faith a resolution to protect AAB interests. f. It is understood by both AAB and City that Trash Receptacles will need to be replaced due to loss and/or damage. AAB will replace up to 2.5% (13) of the total number of Trash Receptacles in each Agreement year at no cost to the City. The City shall be required to pay for additional trash receptacles at should the loss/damage rate exceed 2.5% or should the City request additional Trash Receptacles. 3. OBLIGATIONS OF AAB a. AAB agrees to manufacture and delivery 525 Trash Receptacles to be placed on beaches currently controlled by the City. b. AAB agrees to begin delivery of Trash Receptacles no later than September 15th, 2018. AAB agrees to provide the Trash Receptacles according to a schedule to be agreed upon between the City and AAB. AAB shall deliver the first shipment of Trash Receptacles within 90 days of the commencement of the Agreement. AAB will work diligently to attempt to have all Trash Receptacles delivered well in advance of the due date. AAB further agrees to assume all design, manufacturing and reasonable delivery costs associated with the delivery of the Trash Receptacles to the designated sites. c. The Trash Receptacle is a 55 gallon plastic trash receptacle designed and patented by AAB for use on beaches. If any changes are proposed to the design of the Trash Receptacle, prior approval must be obtained from the City; such approval shall not be unreasonably withheld. AAB shall also, at its sole expense, install and replace Sponsor Identification covered by this Agreement. d. AAB represents that all Sponsorship Identification shall be appropriate and in good taste and is subject to approval by the City Manager or his/her designee, which may be withheld at the City Manager's sole absolute discretion. Sponsorship Identification shall not include signage for indecent, obscene, pornographic or sexually explicit materials, materials advocating the use of illegal substances, tobacco or alcohol products. In addition, Sponsorship Identification shall not be for goods or services that compete with official City sponsors unless approved by City. e. AAB Agrees that all Sponsorship Identification will be two dimensional printed materials, and shall be reviewed in advance by the City as provided in subparagraph " f' below. Sponsorship Identification shall not contain moving parts and shall not provide an audio message or a scent. f AAB must submit to the City for review a copy of all Sponsorship Identification for evaluation and approval prior to the application of any such Sponsorship Identification placed onto any Trash Receptacle. At its sole and absolute discretion, the City may reject any and all Sponsorship Identification. City will notify AAB of the approval or disapproval of any submitted Sponsorship Identification within 72 hours, not including Saturdays, Sundays or holidays. Silence by the City, or failure to approve or disapprove Sponsorship Identification shall not be considered as approval or concurrence. However, silence by the City or its failure to approve or disapprove within 12 calendar days of receipt of Sponsorship Identification shall be deemed to constitute approval of such Sponsorship Identification. AAB shall not place on any Trash Receptacles any Sponsorship Identification which has been disapproved by the City. If the City disapproves of Sponsorship Identification and AAB so requests, the City shall meet with AAB and make a good faith attempt to resolve any disagreement. g. Beginning on the seventh (71') year until the expiration of this Agreement, AAB will pay t City a 3% share of gross advertising revenue paid to AAB for Sponsorship Space on receptacles in the City. 4. TERM. The term of this Agreement shall begin on August 6, 2018 and continue for 10 years. AAB may make a written request for one 3-year extension, with approval of the City Manager. Said extension term may be provided at the sole option of the City and may be denied by the City for any reason. 5. OPERATIONAL EXPANSION OR REIDUCTION. AAB and the City agree that in the event the jurisdictional or operational authority of the City is expanded or reduced, the following provisions apply: a. In the event the City's jurisdiction or operational control is expanded to include beaches not under its control as of the effective date of this Agreement, and AAB desires to increase its sponsorship, the City and AAB shall negotiate an increase in the number of trash receptacles needed. Final determination at the sole discretion of the City. b. In the event the City's jurisdictional or operational control is reduced to exclude beaches under its control as of the effective date of this Agreement, the City and AAB shall negotiate increase term or fee payment to AAB based on the amortized value of Trash Receptacles provided to the City. 6. INIDEMIFICATION. AAB hereby agrees to protect, defend, indemnify and hold harmless the City, its officers, elected or appointed officials, employees, agents, and volunteers from and against any and all, claims damages, losses, expenses, judgments, demands defense costs, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to AAB's employees and damage to AAB's property, arising directly or indirectly out of the obligations or operations herein undertaken by AAB, caused in whole or in part by any negligent act or mission of AAB, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence or willful misconduct of the City. AAB will conduct all defense at its sole cost and expense and the City shall approve selection of AAB's counsel. The City shall be reimbursed for all costs and attorney's fees incurred by the City in enforcing this obligation. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by AAB. 7. INSURANCE a. General Liability. In addition to the workers' compensation and employer's liability insurance and AAB's covenant to defend, hold harmless and indemnify the City, AAB shall obtain and furnish to the City, a policy of general public liability insurance, including motor vehicle coverage covering the Project. This policy shall indemnify AAB, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Project, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) 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) for this Project. This policy shall name the City, its officers, elected or appointed officials, employees, agents and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the Project shall be deemed excess coverage and the AAB's insurance shall be primary. Under no circumstances shall said above -mentioned insurance contain a self -insured retention, or a "deductible" or any other similar form of limitation on the required coverage. b. Workers Compensation and Employer's Liability Insurance. Pursuant to California Labor Code Section 1861, AAB acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation: AAB covenants that it will comply with such provisions prior to commencing performance of the work hereunder. AAB shall obtain and furnish to the City a certificate of insurance indicating workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. AAB shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors, employees. AAB shall furnish to the City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and AAB shall similarly require all subcontractors to waive subrogation. c. Certificates of Insurance: Additional Insured Endorsements. Prior to commencing performance of the work hereunder, AAB 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; the certificates shall: i. Provide the name and policy number of each carrier and policy; ii. State that the policy is currently in force; and iii. Promise to provide that such policies will not be canceled or modified without thirty (30) days' prior written notice of the City. AAB shall maintain and foregoing insurance coverages in force until the work under this Agreement is fully completed and accepted by the City. The requirement for carrying foregoing insurance coverages shall not derogate from AAB's defense, hold harmless and indemnification obligations as set forth under this Agreement. The City or its representative shall at all times have the right to demand the original or a copy of all policies of insurance. AAB shall pay, in prompt and timely manner, the premiums on all insurance herein above required. AAB shall provide a separate copy of the additional insured endorsements to each of AAB's insurance policies, naming the City, its officers, elected and appointed officials, employees, agents and volunteers as Additional Insureds, to the City Attorney for approval prior to any payment hereunder. 8. TERMINATION All work required hereunder shall be performed in a good and workmanlike manner. The City may terminate AAB's services hereunder at any time with or without cause, and whether or not the Project is fully complete with 120 day written notice. The City will allow any active sponsor to complete their campaign. Any termination of this Agreement by the City shall be made in writing, notice of which shall be delivered to AAB as provided herein. In the event of termination, under this section the City shall pay AAB the value of the provided Trash Receptacles as listed in section 2d. Such payment by the City shall be AAB's sole and exclusive remedy for termination by the City for its convenience and the City shall have no further obligation to AAB. All finished and unfinished documents, exhibits, report and evidence shall, at the option of the City, become its property and shall be promptly delivered to it by AAB. AAB intellectual property including but limited to operational process, patents and equipment shall remain the property of AAB. If the City terminates the contract before the agreed upon expiration date of the ten year term, the City shall pay AAB the value of all provided Trash Receptacles. Trash Receptacle Value for the contract is $110,250. 9. DEFAULT The parties agree that, without prejudice to any other rights available to them at law or pursuant to this Agreement, a party shall be deemed to be in default ("breaching party") and another party ("non - breaching party")_shall have the right to terminate this Agreement: a. If the breaching party shall fail to perform its obligation under this Agreement after 30 days written notice, except if such failure to perform is due to fire, earthquake, labor dispute, or other events reasonably beyond the control of the breaching party, in which case the non -breaching party shall extend the time in which the breaching party may meet its obligations, the length of time for such extensions to be determined by the non - breaching party; or b. If a party shall become bankrupt or insolvent, or enter into liquidation, or have a receiver appointment and be prevented from fulfilling its obligations as a result thereof. 10. WAIVER Failure or inability of any party to enforce any right hereunder shall not waive any right to enforce said right in the future. 11. NOTICES Any notices, certificates, or other communications hereunder shall be given either by personal delivery to AAB's agent or the City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United State Postal Service, to the addresses specified below. The City and AAB may designate different addresses to which subsequent notices, certificates, or other communications will be sent by notifying the other party via personal delivery, a reputable overnight carrier or U.S. certified mail -return receipt requested. AAB shall maintain an address within California as the address to which notice shall be given. AAB shall designate an agent with a California address to accept service of process. The addresses for notice are: TO THE CITY TO AAB City of Huntington Beach Adopt A Highway Maintenance Corporation Attn: Public Works Director Attn: Patricia Nelson 2000 Main Street, P.O. Box 190 3158 Red Hill Avenue Suite 200 Huntington Beach, CA 92648 Costa Mesa, CA 92807 With a copy to: City of Huntington Beach Office of Business Development 2000 Main Street, P.O. Box 190 Huntington Beach, CA 92648 12. COMPLAINCE WITH LAW AAB shall conform to and abide by all municipal and county ordinances and all state and federal laws insofar as the same or any of them are applicable; provided however, that if the adoption of enactment of any law after the date hereof results in it becoming not feasible for economic reasons for AAB to fulfill its obligations under this Agreement, AAB shall have the right to terminate this Agreement upon 90 days written notice following termination requirements as listed under section 8 listed above. 13. SEVERABILITY OF PROVISIONS Should any individual provisions of this Agreement be declared void, the validity of the remainder of this Agreement will not be affected and will remain in full force and effect. 14. NO JOINT VENTURE Nothing herein contained shall be deemed to constitute a joint venture or partnership between the parties and neither shall be responsible for any obligations of the other, except as herein specifically provided. 15. EXECUTION IN COUNTERPARTS This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 16. INDEPENDENT CONTRACTOR AAB is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of the City. AAB shall secure at its own cost and expense, and be responsible for any and all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions for AAB and its officers, agents and employees and all business licenses, if any, in connection with the Project and/or the services to be performed hereunder. 17. ASSIGNMENT AND DELEGATION This Agreement is a personal service contract and the work hereunder shall not be assigned, delegated or subcontracted by AAB to any other person or entity without the prior express written consent of the City. If an assignment, delegation or subcontract is approved, all approved assignees, delegates and sub consultants must satisfy the insurance requirements set forth in Sections 9 and 10 herein above. 18. CITY EMPLOYEES AND OFFICIALS AAB shall employee no City official or any regular City employee in the work performed pursuant to this Agreement. No officer or employee of the City shall have any financial interest in this Agreement which would be in violation of the applicable provisions of the California Government Code. 19. CONSENT When the City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 20. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 21. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and the descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for the convenience of reference only. They are not representative of matters included or excluded from such provisions, and do not interpret, define, limit, or describe, or construe the intent of the parties, or affect the construction or o interruption of any provisions of this Agreement. 22. INTREPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal, or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provisions shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neutral gender and singular or plural number(s) shall be deemed to include other whenever the context so indicates or requires., Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provisions contained herein and any present or future state, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail and the provisions of this Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 23. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who has signed it. 24. IMMIGRATION AAB shall be responsible for full compliance with the immigration and naturalization laws of the United State and shall, in particular, comply with the provisions of the United State Code regarding employment verification. 25. LEGAL SERVICES SUBCONTRACTING PROHMITED AAB and the City agree that the City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. AAB understands that pursuant to Huntington Beach City Charier Section 309, the City Attorney is the exclusive legal counsel for the City; and the City shall not be liable for payment of any legal services expenses incurred by AAB. 26. ATTORNEY'S FEES In the event an action is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees from the non -prevailing party. 27. SIGNATORIES Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the City fully for any injuries or damages to the City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. AAB's initials 28. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise, have been made by party or anyone acting on that parry's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. This Agreement, and the attached exhibit, contain the entire agreement between the parties respecting the subject matter of this Agreement, and supersede all prior understandings and agreements whether oral or in writing between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized offices the day, month, and year fast above written. ADOPT -A- HWAY MAINTENANCE CORPO , dba OPT A BEACH By: / print name ITS: (circle one) Chairman/President/Vice President .W"I By. 01 < <�� print name ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer CITY OF HUNTINGTON BEACH, a municipal comoration of the State of Inkfornia Mayor A City Clerk City Attorney TED AND APPROVED: v Deputy Director Ec omic Development REVIEW APPROVED: ,7Ci y anager CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDJYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement an this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER ONTACT Edgewood Partners Insurance Center (EPIC) rp�E19000 MacArthur Blvd. PH Floor FAX IrVlne, CA 92612 A)t>_(949) 263 0606 (p CNo ): (949) 263-0906 -MAIL ewoodins.com INSURED Adopt A Highway Maintenance Corp. Adopt A Highway Maintenance Corp. of New York Sponsor A Highway 3158 Red Hill Avenue Ste. #200 Costa Mesa CA 92626 NAIL q a...._Lib erty_.Mutual Fire Insurance Corrlpar:y-_... _ 23035 B Liberty Insurance Corporation 42404 c : Ohio Seculrty Insurance Compaq I .24082 COVERAGES CERTIFICATE NUMBER: A9d77nrai REVISION NUMRFR- THIS IS TO CERTIFY rHA1 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. INSf.!.. LTR ........... ____. _..__....... _.......... .-ADDLSUBR TYPE OF INSURANCE -_ -.____ ....... POLICY NUMBER POLICY EFF ICY�EXP . MM:QD.rYYYY MMPOLtDDtYYYY . .... ............ _. ............ ._....... ........_... LIMITS A �/ COMMERCIAL GEN ERAL LIABILITY ✓ ✓ T62-Z91-460065-037 10/1/2017 10/1/2018 EACH OCCURRENCE $ � 000 000 _—�-- . CLAIMS -MADE ✓ OCCUR PREMISES (Ea oc uuenoet $ 30O 0o0 ✓ $5, 000 BI/PD Deductible MED EXP (Any one person) $ 5 000 PERSONAL & ADV INJURY .�_ 1,OOQ 000 ............................ GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $ 2,000,000 .... PRO- ✓ :... POLICY ......_._ LOG J ',. PRODUC I S_COMP/OP AGG $ 2 000 000 $ OTHER A .......... AUTOMOBILELIABILITY ✓ AS2-Z91-460065-027 10/1/2017 10/1/2018 i C MUIN DSINGLELIMIT $1 000,000 _ ! BODILY INJURY (Per parson; $ . ANY AUTO OWNED SCHEDULED . ...... AUTOS ONLY ,_.I AUTOS _-i BODILY INJURY (Per accident) ---- $ HIRED NON -OWNED �.... AUTOS ONLY i ✓_ AUTOS ONLY PROPERTY DAMAGE 'P<-f cidgrn)_..._�._.. Q._.. ..... .........._.. B UMBRELLALIAB ✓ OCCUR TH7-Z91-460065-047 10/1/2017 10/1/2018 EACH OCCURRENCC �I EXCE53LIAB CLAIMS MADE _.-_. ...... s .. ,AGGREGATE $ 5 ODO OOO DED RETENTION $ 10,000 •� U WORKERS COMPENSATION -- - ✓ WCC-Z91-460065-017 1 10/1/2017 10/1/2018 ✓ srnlurE Ertl AND EMPLOYERS' LIABILITY Y / N _ E.L.E L EACH ACC DENF ..... ...... �. 0Q0 00P.. ANYPROPR1 TOR/PAR TNPWEXEC'.. JTIV� IOFFICERRAEMBERE.XCLUacp? N!A —_ ._............._ ...? . ...... (Mandatory In NH) ,.....-. ', E L DISEASE EA EMPLOYEE _-- �— $ 1,()00 _OOQ_.. _ -- If yes, describe under DESCRIPTION OF OPERATIONS below• E.L. DISEASE -POLICY LIMIT 1 $ 1 OOO OOO C Personal Property BFS(18)56300891 10/112017 l 10/1l2018 $309,000 Limit �Business Special Form/Replacement Cost I $2.500 Deductible DESCRIPTION OF OPERATIONS t LOCATIONS t VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re. Adopt Beach Program Certificate holder named additional insured as respects general liability but only if required by signed written contract with named insured prior to an occurrence & per end.# CG2010 0413 &, CG2037 0413. Gen. Liab, waiver of subrogation per end.#CG2404 0509. Gen. Liab AS TO FORM aggregate per end,#LC2519 0115. Primary/Non-Contributory included per end.#OG0001 0413; Auto add'I insured per end.#CA Work Comp Waivers of Subrogation included per attached endorsement. By: !'► MICHAEL E. GATES VCKI IrI`i1A 1 C rlvL-LICK 4ANUr-L.LA IIVtV City of Huntington Beach its officers, elected & appointed officials, employees, agents & volunteers Attn: Director of Community Services 2000 Main St: Huntington Beach CA 92648 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE SMLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS, AUTHORIZED REPRESENTATIVE Susan J. Sampson O 1988-2015 ACORD CORPORATION, All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD .'87 �5- I 17 15 <R., ;1-1 ../A-, XS, I '+'inn D.�i cman I f:112,.YOI9 .... All tYD'P; Fngc . ck — ' i D , r*: rc:,.w«K, i« HAI'«4GE THE f E ! ' °r, «..,u. OWNERS, This erdo°-sernent modif es insurances provided under the following: Rolm -Ilium Name Of Additional Insured Person(s) r C7r aniaation s Location And Des ri bore Of Cow Ic ed Operations `The City of Huntington Beach, its officers, 2018 AAB, Huntington Beach, CA elected or appointed officials, employees, agents and volunteers I inforrnation ri to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section 11 — Who Is An Insured Is amended to include as an additional ^d the person(s) organization(s) with respect to liability for "bodlly injury" or r. es in whole or part, "your wor"I" at the location designated and described in the Scheduleendorsement. performed for that additional included in the • r completed opeTations v t« The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional Insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance - if coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional Insured is the amount of insurance: 1. Required by the contract or agreement, or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less, This endorsement shall not Increase the applicable Limits of Insurance shown in the declarations. © Insurance Services Office, Inc., 2012 1, 2 477 ^ia 17-15 UL, - tl a/AI, :.5, :5,` Ti.. C.,1 xr. AM, i;Vr. ; ply. n. ... Ad apt A Highway Maintenance Corp. pAdo�pt,.^A� }�9igphwayyp�hiai�nyt€^a ioncew{G�€gm. yc,��fig�Np�ycg„ York INSUREDADDITIONAL CONTRACTORS — SCHEDULED a3 ORGANIZATION Tt-ds endorsement rnodlfies inswa ice provided a.rnder the following: COMMERCIAL GENERAL LIA UTY C'0VEFU,,GE PART Or Oroanization(s)i The City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers Information reouired to cornplete this Schedule, if not shown a A. Section 13 - Who is An Insured is amended to in -Jude as an additiona. insured the person(s) or organization(s) shown in the Schedule, but onfy with respect to liability for "bodily injury" "property darnac" or "personal and advertising injury" caused, in v&nle or in part, by: 1. Your acts or ornissions; or 2. The acts o, on'aissions of those acting on your hehaff in the perforrnance of yiJuf ongoolng ap era'>l.Bt;.r?s for the additieiaal insured(s) at the l�cation(s) designated above. However: iy The insurance afforded to such additional insured only applies to the extent perry Med by law; and . tf coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agroernent to provide for such additional insured. Location(s) 2018 AAB, Huntington Beach, CA will be shown in the Declarations, S. With respect to the insurance afforded to these additional insureds, the foilmving additional € xclusions apply: This insurance does not apply to "beadily injury" or " property darnage' omurring after;, 1. M work, including rrlateriale, PWIS or egaiprrent furnished. in connection with such `x,-,)rk, on prc.je .d (other than s rvicv�; rns intenar,,no or repairs) to be perform9d by mar on behall of the add! lonal insurad(s) at the lotion of the covered operations has been completed; or 20 That portion -,of "your work" oiit of which the injury or da aane arises has been put to its intended use by any person or organization other than: another contractor or subcontractor engaged in performing operations for a principal as a part of the sarne project, 9, nsurance Services Office, Inc., 2012 c Ld'T TJ1*I _. la CI, .;S, la, w-- CnI emaa .Y. {Vm' 1 Page 4 of 1C C. With respect to the insurance afforded these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required bfecontract oragreement, the most wm will pay on behalf ofthe additional insured is the amount ufinsurance: i. Required bythe contract oragreement; or 2. Available under the applicable Limits of Insurance shown inthe Declarations; whichever isless. This endorsement mheH not increase the applicable Limits of Insurance shown in the Declarations. Page 2of2 Insurance Services Office, |nc,.2012 CG2010O413 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMIENT CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enfDrce our right against the person of organisation named in the Schedule, (This agreement applies only to the extent that you perform work under a writter, contract that requires you to obtain this agreement from us,) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional prernium for this endorsement shall be 0,0% of the California workers' compensation premium otherwise due on such rernuneratwn, Person.__or Organ Ion Job Description Where required by contract or written agreement prior to loss and allowed by law. Issued by Ernp4oyprsrtsurance:-ompc-tryotWausau l5555 =Q:- attachment to Policy No.WCC-Z91-460065-017 Effective Date 10/1/2017 Premium $ wed toAdopt A Highway Maintenance Corp. WC 04 03 06 ED: 0411984 4 ' 4 ',' I I I - 1. .; � , A", /A T , XS , VK ",-3 , , i A .' ' � 0 1 z, 2 _ '. 1 AN (p D T) P '5 I Pace I of I WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed. 04-84 ) We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule Schedule Any person or organization to whom you become obligated to waive your rights of recovery against, under any contract or agreement you enter into prior to the occurrence of loss. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is Issued subsequent to preparation of the policy.) Endorsement Effective:10/1 /2017 Policy No.:WCC-Z91-460065-Th7orsement No.: Insured:Adopt A Highway Maintenance Corp. Premium: Insurance company: Employers Insurance Company of WOUS igned by: WC 00 03 13 (Ed. 04-84) Page 1 of 1 7247;'cnI li „ "I., Ar. :.> w/hI, Ks, WCto ::��.an ai .%l.s ::UIJ C:S �:1• AM ti.)l'i Adopt A Highway Maintenance Corp. 6/12/2018 Adopt A Highway Maintenance Corp, of New York T -Z91-460065-037 B2 -4�NERAL LiABILITY 04 D5 W", OTHERS T11"), US�, — "" z t'�,,-AEPAI LIAP', C,'.�VERAGE PART C' (Mv� rAl - PCIA A 1, Al LIABILFrY Narne Of persorz Orqanizatio'% �',�t,ARE, IIII lhe Declaats,', fiojlcwmq s to Pa;aw=-,-,, flfr.Transfer Of Rights Of ties,;, ry Aqainst Others To Us of Section IV — Con-"ffions: 0onaA" ngw cr.oigai"�,atR)n sh.own ;:!.e Schedule '-�sr;'Vc Dec use (I'll <@Vrllems we onake foinjufy w d-'im,�ge arioin'M, ouA olf yojr ongoing oNraflomi ol -'goo Work!, 0'ew'� unae"r '�% 0.'mtract with triat person 01or,919nizalio-, arld in the 'Ploduos- operidkons wjz�rd';, Ths waiver appkes i�:, the person or orgam',qtion srlowr in the dule incllvc�l i i C G 2 I'll :' 4 55 09 V msuil�..We.o Semces Office, Inc, 2008 Page I of I AM i P D T, TB2-z91-460065-037 Adopt A Highway Maintenance Corp. Adopt A Highway Maintenance Corp. of New York 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. You must see to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should in- clude: (1) How, when and where the "occur- rence" or offense took place; (2) The names and addresses of any in- jured persons and witnesses; and (3) The nature and location of any injury or damage arising out of the *occur- rence" or offense. b. If a claim is made or "suit" is brought against any insured, you must: (1) Immediately record the specifics of the claim or "suit" and the date re- ceived; and (2) Notify us as soon as practicable. You must see to it that we receive written notice of the claim or 'suit" as soon as practicable. c. You and any other involved insured must; (1) Immediately send us copies of any demands, notices, summonses or le- gal papers received in connection with the claim or "suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the Investiga- tion or settlement of the claim or de- fense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization which may be liable to the insured because of in- jury or damage to which this insur- ance may also apply, d. No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any ex- pense, other than for first aid, without our consent. 3, Legal Action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. Page 12 of 17 6/12/2018 A person or organization may sue us to re- cover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable un- der the terms of this Coverage Part or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the in- sured and the claimant or the claimant's legal representative. 4. Other Insurance If other valid and collectible insurance is available to the insured for a loss we cover under Coverages A or B of this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when Paragraph b. below applies. If this insur- ance is primary, our obligations are not affected unless any of the other insur- ance is also primary. Then, we will share with all that other insurance by the meth- od described in Paragraph c. below. b, Excesslnsurance (1) This insurance is excess over: (a) Any of the other insurance, whether primary, excess, contin- gent or on any other basis: (1) That is Fire, Extended Cov- erage, Builder's Risk, Instal- lation Risk or similar coverage for "your work"; (ii) That is Fire insurance for premises rented to you or temporarily occupied by you with permission of the own- er; (ill) That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occu- pied by you with permission of the owner; or (lv) If the loss arises out of the maintenance or use of air- craft, "autos" or watercraft to the extent not subject to Exclusion g, of Section I - Coverage A - Bodily injury And Property Damage Li- ability, 0 Insurance Services Office. Inc„ 2012 42;'!'7991 . I7-_8 G7., Auto .,i AI, 85, WC - T�i�a (,/:2/2018 d; s7:.7 t.M 'CDT) I tag, E CG00010413 (b) Any other primary insurance available to you covering liabil- ity for damages arising out of the premises or operations, or the products and completed oper- ations, for which you have been added as an additional insured. (2) When this insurance is excess, we will have no duty under Coverages A or S to defend the insured against any "suit" if any other insurer has a duty io defend the insured against that "suit". If no other insurer de- fends, we will undertake to do so, but k we will be entitled to the insured's rights against all those other insur- ers. (3) When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (a) The total amount that all such other insurance would pay for the loss in the absence of this in- surance; and (b) The total of all deductible and self -insured amounts under all that other insurance. (4) We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insur- ance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. C. Method Of Sharing If all of the other insurance permits con- tribution 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 in- surance or none of the loss remains, whichever comes first. If any of the other insurance does not per- mit 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. S. Premium Audit a. We will compute all premiums for this Coverage Part in accordance with our rules and rates. CG 00 01 04 13 b. Premium shown in this Coverage Part as advance premium is a deposit premium only. At the close of each audit period we will compute the earned premium for that period and send notice to the first Named Insured. The due date for audit and retrospective premiums is the date shown as the due date on the bill. If the sum of the advance and audit premiums paid for the policy period is greater than the earned premium, we will return the excess to the first flamed insured. c. The first Named Insured must keep records of the information we need for Premium computation, and send us copies at such times as we may request. 6. Representations By accepting this policy, you agree: a. The statements in the Declarations are accurate and complete; b. Those statements are based upon repre- sentations you made to us; and c. We have issued this policy in reliance upon your representations. 7. Separation Of Insureds Except with respect to the limits of Insur- ance, and any rights or duties specifically as- signed in this Coverage Part to the first Named Insured, this insurance applies: a. As if each flamed Insured were the only Named insured; and b. Separately to each insured against whom claim is made or "suit" is brought. 8. Transfer Of Rights Of Recovery Against Oth- ers To Us If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to Impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. 9. When We Do Not Renew If we decide not to renew this Coverage Part, we will mail or deliver to the first Named In- sured shown in the Declarations written no- tice of the nonrenewal not less than 30 days before the expiration date. If notice is mailed, proof of mailing will be sufficient proof of notice. re Insurance Services Office, inc., 2012 42477991 ..;-la :71., ALIto II/Al, XS). WC Tina. Coles— : 6J12/201e E:S it i? M ;PDT) Page 9 ,_ 1p Page 13 of 17 G/12/208 This endorsement modifies insurance provided under the fdknming� With respect to coverage provided by this endorsement,the provisions of the Coverage Funn apply unless modified bythis endorsement, This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided inthe Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below, Narriedinsured: Adopt A Highway MaintenanAfS(6MrA- Highway Maintenance Corp. of New York Endorsement Effective Date: 101/2017 Name Of Person(s) Or Organization(s): City of Huntington Beach its officers, elected & appointed officials, Attn: 6irector of Community Services Information required to..complete this Sche in the Declarations,. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.I. of Section 11 — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. CA204B1O13 QInsurance Services Office, |nc'2O11 Page of *�no�� /�m a. ^""°°^z, ^= WC n` a��" ^,�z^y ,.r.r ^" 'mn P... 1) �f it, City of Huntington Beach 2000 Main Street ® Huntington Beach, CA 92648 (714) 536-5227 ® www.huntingtonbeachea.gov Office of the City Clerk -Robin Estanislau, City Clerk August 8, 2018 Adopt A Highway Maintenance Corporation Attn: Patricia Nelson 3158 Red Hill Avenue, Suite 200 Costa Mesa, CA 92807 Dear Ms. Nelson: Enclosed is a copy of the fully executed "Sponsorship Agreement Between the City of Huntington Beach and Adopt A Highway Maintenance Corporation for Trash Receptacles and Sponsorship." Sincerely, 4�� & Robin Estanislau, CMC City Clerk REAs Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand