HomeMy WebLinkAboutVIRAY & WESCOTT dba SURF CITY STORE - 2003-02-03 (3)Council/Agency Meeting Held: a - .3 - 6 3
Deferred/Continued to:
Approved CI Conditionally Approved ❑ Denied
City Clerk's Sig tune
Council Meeting Date: February 3, 2003
Department ID Number: AS 02-44
U CITY OF HUNTINGTON BEACH
REQUEST FOR COUNCIL ACTION
SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, City AdministratorOA/
�L
PREPARED BY: CLAY MARTIN, Director of Administrative ServifCITY
JIM B. ENGLE, Director of Community Services
SUBJECT: APPROVE LICENSE AGREEMENT WITH SUTOREFOR
THE USE OF THE "SURF CITY, HUNTINGTON BEACH"
SERVICEMARK
Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysts, Environmental Status, Attachments)
Statement of Issue: Staff has negotiated a License Agreement with Tina J. Viray and
Nelson Wescott dba The Surf City Store for the use of the "Surf City, Huntington Beach"
servicemark.
Funding Source: Not applicable.
Recommended Action: Approve the proposed License Agreement with Tina J. Viray and
Nelson Wescott dba The Surf City Store, for the use of the "Surf City, Huntington Beach"
servicemark based on the terms and conditions presented herein, and authorize the Mayor
and City Clerk to execute all documents related to this transaction.
Alternative Action(s):
Do not authorize the License Agreement with the Surf City Store for the use of the "Surf City,
Huntington Beach" servicemark.
Analysis:ln 1995, the City of Huntington Beach authorized a Management Agreement with
Tina J. Viray and Nelson Wescott (Licensee), as general partners dba Surf City Store for retail
management, merchandising and marketing services associated with the creation of a Surf
City retail store on the Huntington Beach Pier. They are the only licensed facility to use the
'Surf City, Huntington Beach" servicemark in commercial operations, which was
servicemarked as Registration No. 74/350/258.
In order to protect the servicemark for future licensing revenue, the City must, under State
law, continually use the servicemark in commercial operations. The Surf City Store allows
the City to comply with this servicemark requirement. The initial term of the management
Surf:ityRCA -- 1/22/2003 3:16 PM
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e
REQUEST FOR COUNCIL ACT10
MELTING DATE: February 3, 2003 DEPARTMENT ID NUMBER: AS 02-44
agreement expired December 31, 2000, and has been in effect on a month -to -month basis
since that time.
Instead of negotiating an amendment to the expired Management Agreement, staff has
negotiated the terms of a License Agreement. Unlike a Management Agreement, the
License Agreement is not limited to the management of one type of retail operation or one
specific location, such as the interim location on the Huntington Beach Pier. Rather, the
License Agreement sets forth the terms and conditions for the use of the "Surf City,
Huntington Beach" servicemark, whether it is for retail or wholesale use. In addition, since
the License Agreement is not limited to a specific location, the City has greater flexibility in
the use of the servicemark in other venues or operations. The License Agreement is not an
exclusive agreement with Licensee for the use of the servicemark; instead, the City reserves
the right to use the servicemark for its own purposes.
The License Agreement would commence on January 1, 2003, for a period of five years, and
may be extended for two additional terms of five years each as provided for in the License
Agreement. As compensation, Licensee would pay the City five percent of monthly gross
revenues of all products sold through Licensee's operations, including wholesale and retail
items. It is estimated that the License Agreement will generate approximately $6,000 in
revenues in the first year.
The Director of Administrative Services, the Director of Community Services, the Real Estate
M:.r.ager and the City Attorney's Office recommend approval of this proposed License
A(;,reement.
Environmental Status: Not applicable.
Attachment(s):
RC!. Author: Bodek, 5445
D.Documents and Settings\bodekaWy DocumentslRCA Letters\SurrCityRCA.doc .2.
1/1312003 9:13 AM
{ i i
OFFICE OF THE CITY CLERK
CITY .OF HUNTINGTON BEACH
P. O. Box 190/2000 Main Street_
Huntington Beach, CA 92648
(714) 536-5227
(714) 374-1557 FAX
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCEL/
REDEVELOPMENT AGENCY OF THE CITY OF HLiNTI GTON BEACH
DATE: F j� it ary i; _ snnA
TO: Tina J.Wray ATTENTION:
Name
DEPARTMENT:
Street
$unringran Aeacb C 9264R REGARDING: _
City, State, Zip
See Attached Action Agenda Item R-4 Date of Approval 2/3/03
Enclosed For Your Records Is An Executed Copy Of T-he Above Referenced Agenda Item.
Remarks:
Connie Brockway
City Clerk
Attachments: Action Agenda Page x Agreement x Bonds Insurance x
RCA Deed Other
Cats]
Name
Department
RCA
Name
Department
—X
RCA
C. Mendoza
Risk Management
--:x
Name
Department
RCA
Name
Department
RCA
hamh
Department
RCA
X _x
Agreement Insurance Bonds
Agreement Insurance Bonds
Agreement Insurance Bonds
Agreement Insurance Other
Agreement Insurance Other
g:/followup/I@tters/coverltrRevA.doe
•
LICENSE AGREEMENT BETWEEN
THE CITY OF HUNTINGTON BEACH AND
VIRAY AND WESCOTT, DBA THE SURF CITY STORE
FOR THE USE OF THE SERVICEMARK
"SURF CITY, HUNTINGTON BEACH"
THIS AGREEMENT is made and entered into this / day of
2003, by and between THE CITY OF HUNTINGTON BEAC , a munic' al
corporation of the State of California, hereinafter referred to as "CITY", and
VIRAY AND WESCOTT, DBA THE SURF CITY STORE, a California general
partnership, hereinafter referred to as "LICENSEE".
WHEREAS, CITY has servicemarked the use of "Surf City, Huntington Beach"
Registration No., 74/350/258 (filing date January 21, 1993), and LICENSEE
desires to use the servicemark on clothing, hats, and miscellaneous novelty
items as specified in this agreement.
NOW, THEREFORE, it is agreed by CITY and LICENSEE as follows:
1. USE OF THE SERVICEMARK
The use of the servicemark by LICENSEE under this agreement is limited to the
following goods, products or merchandise ("merchandise"):
Clothing
License Plate Frames
Beverage Cups/Mugs
Tote/Beach Bags
Posters, Flags, Banners, Plaques
Miscellaneous Wearables
Headgear
Key Chains
Sports Bottles
Seashells
Artwork
Miscellaneous Novelty Items
The LICENSEE may request the use on other merchandise (that is, merchandise
not listed above) from the CITY and the CITY may, as it deems appropriate and
in its sole discretion, approve such use on other merchandise by an amendment
to this agreement.
This agreement is not an exclusive agreement for the use of the CITY'S
trademark and CITY reserves all rights to use its servicemark for use on any
merchandise not listed in this agreement, or to allow other persons and/or
companies to use the servicemark on any merchandise not listed in this
agreement.
2. CITY STAFF ASSISTANCE
CITY shall assign a staff coordinator to work directly with LICENSEE in the
performance of this Agreement.
3. TERM OF AGREEMENT
The term of this agreement shall be for the five-year period commencing on
January 1, 2003 and ending on December 31, 2007, provided, however, that
either CITY or LICENSEE may terminate the agreement at any time without
cause with ninety (90) days prior written notice to the other party. With the
mutual desire of both CITY AND LICENSEE, this agreement may be extended
beyond the initial term for an additional two separate terms of five (5) years each
under the terms and conditions herein stated, beginning January 1, 2008. Each
such five (5) year renewal shall be separate and contingent on the prior written
approval and acceptance by CITY, with each such extension of the agreement to
be confirmed in writing one hundred twenty (120) days prior to the termination of
the then operative contract period. Either CITY or LICENSEE may at such time
decline to accept a renewal of the agreement for any reason whatsoever and
such declination shall render the renewal option null and void. The City
Administrator, or his designee, is authorized to approve such extensions or
renewals of the contract as contemplated in this section.
4. COMPENSATION
On September 9, 1995, CITY, on the one hand, and THE SURF CITY STORE, a
general partnership consisting of Tina Viray and Nelson Wescott, on the other
hand, entered into a written agreement in which the latter, inter alia, agreed to
operate the "Surf City Store" as defined therein (the "September 9, 1995
Agreement"). The September 9, 1995 Agreement expired by its own terms on
December 31, 2000. LICENSEE is presently operating The Surf City Store from
a temporary location on the Huntington Beach Pier pursuant to a separate
facilities license agreement.
A. LICENSEE shall make payment to CITY for 2002 annual profit
sharing, as required by the September 9, 1995 Agreement for
management of the Surf City Store, no later than April 15, 2003.
Said payment shall constitute payment in full to CITY of any
financial interest in the Surf City Store.
B. Beginning January 1, 2003, and monthly thereafter, as
compensation for the use of the servicemark under this
agreement, LICENSEE shall pay to the CITY, and specifically to
the CITY TREASURER, five percent (5 %) of the monthly gross
revenues collected by LICENSEE on all merchandise bearing the
servicemark sold by LICENSEE including wholesale and retail
items. "Gross revenues" shall not include sales taxes, but shall
include all sources of retail and wholesale sales.
2
C. If the payment required by Section 4.13 is not received by the City
Treasurer within twenty (20) calendar days after the end of the
month for which the payment is due, or the end of the next
business day if the twentieth day falls on a weekend or holiday,
LICENSEE shall pay the following late charge and penalty: (1) a
late charge of ten percent (10%) shall be applied to any
outstanding balance after any payment hereunder is due but
unpaid; and (2) one and a half percent (1 '/2%) penalty per month
shall be added for each month the payment is due but unpaid.
With respect to any other payments required by LICENSEE, a
one and a half (1 'h%) penalty per month shall be added for each
month such payment hereunder is due but unpaid.
5. BOOKS AND RECORDS
A. Commencing in February 2003 and each month thereafter during
the term of this agreement (including any extension thereof),
LICENSEE shall prepare, maintain and transmit to CITY a monthly
statement of all wholesale and retail merchandise sold by it during
the previous month. Each such monthly statement shall be
submitted to CITY no later than twenty (20) days after the end of the
previous calendar month. For example, LICENSEE'S first monthly
statement shall be submitted to CITY no later than February 20,
2003, and shall cover LICENSEE'S sales during the month of
January 2003.
B. CITY shall have the right to inspect LICENSEE'S books and records
stated and described in this section and to conduct a financial audit
of such books and records at any reasonable time during normal
business hours.
C. LICENSEE shall at all times keep or cause to be kept, complete and
accurate records and books of account showing the total amount of
gross sales of any retail or wholesale merchandise covered by this
agreement.
D. LICENSEE agrees to maintain for a period of one (1) year following
the close of each calendar month all records and books of account
and all cash register tapes showing or in any way pertaining to the
sale of retail or wholesale merchandise covered by this agreement.
6. USE OF CITY SEALS AND LOGOS
City reserves the sole right to approve the use of protected City seals and all
other protected City -provided or City -created logos or marks as it may deem
appropriate, excluding license agreements previously entered into.
7. SALES TAX COLLECTION AND REPORTING
LICENSEE shall be responsible for the collection of all sales taxes on the retail
sales generated under this agreement. LICENSEE shall be responsible for
preparing, reporting and remitting all required sales tax returns and sales taxes to
the State of California. LICENSEE shall provide CITY with a copy of all sales tax
returns as they are submitted to the State by LICENSEE.
8. INDEMNIFICATION, DEFENSE, HOLD HARMLESS
LICENSEE hereby agrees to protect, defend, indemnify and hold and save
harmless CITY, its officers and employees against any and all liability, claims,
lawsuits, judgments, costs and demands, however caused, including those
resulting from death or injury to LICENSEE'S employees and damage to
LICENSEE'S property, arising directly or indirectly out of the obligations or
operations herein undertaken by LICENSEE, including those arising from the
passive concurrent negligence of CITY, but save and except those which arise
out of the active concurrent negligence, sole negligence, or the sole willful
misconduct of CITY. LICENSEE will conduct all defense at its sole cost and
expense. CITY shall be reimbursed by LICENSEE for all costs or attorney fees
incurred by CITY in enforcing this obligation.
9. WORKERS' COMPENSATION
LICENSEE shall comply with all of the provisions of the Workers' Compensation
Insurance and Safety Acts of the State of California, the applicable provisions of
the California Labor Code and all amendments thereto; and all similar state or
federal acts or laws applicable; and shall indemnify, defend and hold harmless
CITY from and against all claims, demands, payments, suits, actions,
proceedings and judgments of every nature and description, including attorney's
fees and costs presented, brought or recovered against CITY, for or on account
of any liability under any of said acts which may be incurred by reason of work to
be performed by LICENSEE under this agreement.
LICENSEE shall obtain and furnish to CITY evidence of maintenance of statutory
workers' compensation insurance and employers' liability in an amount of not
less than $100,000 bodily injury by accident, each occurrence, $100,000 bodily
injury by disease, each employee, and $250,000 bodily injury by disease, policy
limit.
10. GENERAL LIABILITY INSURANCE
LICENSEE shall obtain and furnish to CITY a policy of general public liability
insurance, including motor vehicle coverage. Said policy shall indemnify
LICENSEE, its officers, agents and employees, while acting within the scope of
their duties, against any and all claims arising out or in connection with this
4
agreement, and shall provide coverage in not less than the following amount:
combined single limit bodily injury and property damage, including
productslcompleted operations liability and blanket contractual liability, of
$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
$1,000,000. Said policy shall name CITY, its officers, agents and employees as
Additional Insureds, and shall specifically provide that any other insurance
coverage which may be applicable to this agreement shall be deemed excess
coverage and that LICENSEE'S insurance shall be primary.
11. CERTIFICATES OF INSURANCE
Prior to commencing performance of the work hereunder, LICENSEE shall
furnish to 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 or modified without thirty (30) days
prior written notice to CITY.
LICENSEE shall maintain the foregoing insurance coverages in force until the
work under this agreement is fully completed and accepted by CITY. The
requirement for carrying the foregoing insurance coverages shall not derogate
from the provisions for indemnification of CITY by LICENSEE under this
agreement. CITY or its representative at all times have the right to demand the
original or a copy of all said policies of insurance. LICENSEE shall pay, in a
prompt and timely manner, the premiums on all forms of insurance hereinabove
required.
12. INDEPENDENT CONTRACTOR
LICENSEE is, and shall be, acting at all times in the performance of this
agreement as an independent contractor. LICENSEE shall secure at its
expense, and be responsible for any and all payments of all taxes, social
security, state disability insurance compensation, unemployment compensation
and other payroll deductions for LICENSEE and its officers, agents and
employees and all business licenses, if any, in connection with the services to be
performed hereunder.
13. CITY EMPLOYEES AND OFFICIALS
LICENSEE shall employ neither CITY official nor any regular CITY employee in
the work performed pursuant to this agreement. No officer or employee of CITY
shall have any financial interest in this agreement in violation of the applicable
provisions of the California Government Code Section 1090 et seq.
5
14. NON -ASSIGNABILITY
LICENSEE shall not sell, assign, transfer, convey or encumber this agreement.
Any such sale, assignment, transfer, conveyance or encumbrance shall be
deemed null and void as to CITY and shall be of no force and effect.
15. NOTICES
Any notices or special instructions required to be given in writing under this
agreement shall be given either by personal delivery to LICENSEE'S agent or to
CITY'S Real Estate Services Manager as the situation shall warrant, or by
enclosing the same in a sealed envelope, postage prepaid, and depositing the
same in the United States Postal Services, addressed as follows:
TO CITY:
City of Huntington Beach
Real Estate Services Manager
2000 Main Street
Huntington Beach, CA 92648
16. IMMIGRATION
TO LICENSEE:
Tina J. Viray
19502 Ranch Lane, No. 103
Huntington Beach, CA 92648
LICENSEE shall be responsible for full compliance with the immigration and
naturalization laws of the United States and shall, in particular, comply with the
provisions of the United States Code regarding employment verification.
17. LEGAL SERVICES SUBCONTRACTING PHOHIBITED
LICENSEE and CITY agree that 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. LICENSEE
understands that pursuant to Huntington Beach City Charter 309, the City
Attorney is the exclusive legal counsel for CITY; and CITY shall not be liable for
payment of any legal services expenses incurred by LICENSEE for whatever
reason.
18. PIER IMPROVEMENTS
LICENSEE is aware of CITY'S intention to redevelop and rehabilitate the
Huntington Beach Pier at some unidentified point in the future. LICENSEE
agrees to cooperate with the CITY to relocate the Surf City Store to another
location as required by the CITY in order to effectuate such Pier Improvements.
6
•
•
19. JOINT AND SEVERAL LIABILITY OF GENERAL PARTNERS
The parties acknowledge that LICENSEE is a California general partnership
whose two general partners are Tina J. Viray and Nelson E. Wescott. Under
California law, specifically Corporations Code § 16306(a), general partners are
liable jointly and severally for all obligations of the partnership unless otherwise
agreed to by the claimant or provided by law. By executing this agreement as
general partners, both Tina J. Viray and Nelson E. Wescott acknowledge that
they are jointly and severally liable to CITY for all of LICENSEE'S obligations
under this agreement.
20. ENTIRETY
The foregoing sets forth the entire Agreement between the parties, and
supersedes any prior agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by and through their authorized officers the day, month and year first
above written.
LICENSEE:
VIRAY AND WESCOTT, DBA SURF CITY STORE
a general partnership
By:
Name: Tlnvm6yfi
General Partner
By
Name: Nei on E. Wescott
General Partner
CITY:
CITY OF HUNTINGTON BEACH, a
municipal corporation of the State of ATTEST:
California
By:
MAYOR
4AN;�l 30a�4a-*�By: dkrOZ4 &Ord
CITY CLERK
i
APPROVED AS TO FORM:
w i Attorney t 5
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REVIEWED"AND APPROVED:
By: C2.cif
City Admini rator
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INITIATED AND APPROVED: INITIATED AND APPROVED:
By: By:
Dire or
of Community Se ices Director of Ad is#rative Services
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LEGAL NAME .......
EMPLOYER
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SURF..'
PO Box 899 --4
HUNT INGTON 81,11' CA 926
.,_WtSCQ! NELSON (F*TNER)AND
_
VIRW TIKA;(PART-WER),
POLICY NUMBER: 72SBALZI 883 COIMMPRCIAL GENERAL LIABILITY
CO 2010 03 97
_NAMED INSURED: Surf City Store
INSURANCE COMPANY: Hartford Casualty Ins Company POLICY EFF. DATE: 09/01/02
ENDORSEMENT EPP. DATE: Reissue 10/3/02 POLICY EXP. DATE: 09/01/03
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY
ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS
- SCHEDULED PERSON OR ORGANIZATION
6 ..
This endorsement modifies insurance provided under the follow!
CO_MN ERCLAL GENERAL LIABILITY COVERAGE PART
SCHEDULE
Name of Person or Organization:
City of Huntington Beach, Its Agents, Officer and Employees
Re: All operations of the named insured
(If no entry appears above, information required to complete this endorsement will be shown in the Declarations as
applicable to this endorsement.)
Who Ts An Insured (Section II) is amended to include as an insured the person or organization shown in the Schedule, but
only W itb respect to liability arising out of your ongoing operations performed for that insured.
CG 20 LO 03 97
A,PEO}3 �S TO 11 Outs :
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By
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Copyright, Insurance Services Office, Inc., 1996
Page I of 1
sn'14 AT:bT my.. nT 13n ZST0bZb6176:xe-i TNBiMNI NOD2i0N
RCA ROUTING SHEET
INITIATING DEPARTMENT:
Administrative Services/Community Services
SUBJECT:
License Agreement with Surf City Store for the use of the
"Surf City, Huntington Beach" Servicemark
COUNCIL MEETING DATE:
i February 3, 2003
.RCA ATTACHMENTS
STATUS
Ordinance (w/exhibits & legislative draft if applicable)
Not Applicable
Resolution (wlexhibits & legislative draft if applicable)
Not Applicable
Tract Map, Location Map and/or other Exhibits
Not Applicable
Contract/Agreement (w/exhibits if applicable)
Signed in full by the City Attome
Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by CWty Attome
Not Applicable
Certificates of Insurance (Approved by the Ci Attorney)
Attached
Financial Impact Statement (Unbudget, over $5,000)
Not Applicable
Bonds (If applicable)
Not Applicable
Staff Report (If applicable)-
Not Applicable
Commission, Board or Committee Report If a licable)
Not Applicable
Find in s/Conditions for Approval and/or Denial
Not Applicable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED
RETURNED
FORWARDED
Administrative Staff
Assistant City Administrator Initial
City Administrator Initial
p�
City Clerk
EXPLANATION FOR RETURN OF ITEM:
RCA Author. Bodek. 5445