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HomeMy WebLinkAboutHuntington Beach Art Center (HBAC) Foundation - 2022-08-02 �-0 2000 Main Street, Huntington Beach, CA City of Huntington Beach 92648 File #: 22-280 MEETING DATE: 8/2/2022 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Chris Slama, Director of Community & Library Services PREPARED BY: Jessica Framson, Community & Library Services Manager Subject: Approve and authorize execution of a Memorandum of Understanding (MOU) between the City of Huntington Beach and the Huntington Beach Art Center (HBAC) Foundation Statement of Issue: There is a need to approve a new Memorandum of Understanding (MOU) between the City of Huntington Beach and the Huntington Beach Art Center Foundation since the previous MOU has expired. Financial Impact: Not applicable. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "Memorandum of Understanding Between the City of Huntington Beach and the Huntington Beach Art Center Foundation." Alternative Action(s): Do not approve the recommended action, and direct staff accordingly. Analysis: The Huntington Beach Art Center Foundation (Foundation) was instrumental in creating the vision for the Huntington Beach Art Center (HBAC) and over the years has donated more than $2 million. While the City operates the HBAC, the Foundation has dedicated over 30 years in creating opportunities for local, regional, and national artists and engaging the community by providing a climate of experimentation, education, and experience. The Foundation has represented the HBAC as ambassadors and advocates and now wishes to renew its previously approved MOU with the City. The previous MOU with the HBAC was approved by the City Council on February 1, 2010. The proposed MOU has a five-year term with an option for City of Huntington Beach Page 1 of 2 Printed on 7/27/2022 powereA�LegistarW File #: 22-280 MEETING DATE: 8/2/2022 one additional five-year term upon mutual written consent of both parties. The MOU obligates the City to maintain, repair, and operate the HBAC, as well as ensure works of art in all media are presented. Additionally, the HBAC shall continue to serve as a model in leading and advancing public awareness and integration of arts and culture in Huntington Beach, while also providing opportunities for arts education and community outreach. The City will provide a non- voting staff liaison to the Foundation, provide staff assistance and logistical support, when available, for Foundation fundraising programs, and collaborate with the Foundation for new fundraising ideas and opportunities. The Foundation will have access to City facilities at no charge, pending the City's calendar of activities and approval. Lastly, the Foundation will have the ability to review and authorize grant applications when utilizing the Foundation's 501(c)3 non-profit number. The Foundation will be obligated to maintain its 501(c)3 status, providing services as an organization that accepts public and private donations and grants to further arts and cultural activities at the HBAC. The Foundation will also fundraise for exhibitions, education, future capital campaigns, and the Foundation Endowment. Upon formal request by the Director of Community & Library Services, or designee, the Foundation will provide funding for exhibitions, special programs, and events. The Foundation will also provide volunteer support and community outreach to cultivate advocacy for the arts and visibility for the HBAC throughout the community. Environmental Status: Not applicable. Strategic Plan Goal: Community Engagement Attachment(s): 1) Memorandum of Understanding between the City of Huntington Beach and the Huntington Beach Art Center Foundation. City of Huntington Beach Page 2 of 2 Printed on 7/27/2022 poweredUy Lepstar- MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF HUNTINGTON BEACH AND THE HUNTINGTON BEACH ART CENTER FOUNDATION THIS MEMORANDUM OF UNDERSTANDING("MOU") is made and entered into on August 2 , 2022, by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California(hereinafter referred to as "CITY"), and THE HUNTINGTON BEACH ART CENTER FOUNDATION, an unincorporated association (hereinafter referred to as "FOUNDATION"). WHEREAS, FOUNDATION was instrumental in creating the vision for the Huntington Beach Art Center in the City of Huntington Beach over 30 years ago; and CITY originally purchased the land and building at 538 Main Street for the Huntington Beach Art Center; and FOUNDATION has donated more than$2 million to the CITY for the Huntington Beach Art Center; and CITY and FOUNDATION partnered together to remodel and renovate the building to create the Huntington Beach Art Center;the Huntington Beach Art Center shall consist of the main building and adjacent parking facility at 538 Main Street; and CITY and FOUNDATION wish to enter into an agreement to formalize its public/private partnership and obligations to the community; and to memorialize its mission of ongoing support to the Huntington Beach Art Center; and CITY and FOUNDATION desire to clarify their respective obligation and contributions for the Huntington Beach Art Center and do hereby enter into the following Memorandum of Understanding. NOW, THEREFORE, for and in consideration of the promises and covenants hereinafter contained and intending to be legally bound, the parties covenant and agrees as follows: SECTION 1. TERM This MOU will become effective on the date it is approved by CITY COUNCIL and shall terminate five(5)years thereafter, except with respect to any obligations hereunder which are to be performed thereafter. Upon mutual written consent of the parties,this Agreement may be extended for one (1) additional five(5) year term. 22-11541/287385 . SECTION 2. OBLIGATIONS OF CITY The obligations of CITY pursuant to this Agreement shall be as follows: 1. Maintain, repair, and insure the Huntington Beach Art Center(HBAC) and related infrastructure, furniture, fixtures, and equipment, including signage. 2. Operate Huntington Beach Art Center, to present works of art in all media. 3. Provide opportunities for arts education. 4. Serve as a model of leading and advancing public awareness and integration of arts and culture in Huntington Beach. 5. Provide community outreach enhancing the visibility and recognition of the Huntington Beach Art Center within the community. 6. Provide meeting rooms for the HBAC Foundation at City facilities at no charge, limited to FOUNDATION purposes only, and subject to the City's calendar of activities and approval. 7. When writing and administering grants through the FOUNDATION'S 501(c)3 status, CITY is subject to FOUNDATION review and authorization of such grants. 8. Provide a non-voting staff liaison to the FOUNDATION 9. Provide an area within the HBAC for FOUNDATION to maintain documents. 10. Provide staff assistance and logistical support, as available, for FOUNDATION fundraising programs. 11. Collaborate with FOUNDATION for new fundraising ideas and opportunities. SECTION 3. OBLIGATIONS OF THE FOUNDATION 1. Maintain status as a 501(c)3 Charitable Organization to provide its services as an organization accepting public and private donations and grants intended for the HBAC's use in the furthering of art and cultural activities with existing or future HBAC programs and operations. 2. Conduct regularly scheduled, agendized FOUNDATION meetings, including representation from CITY staff, to further the mission of the HBAC and FOUNDATION. 3. Maintain and make available upon request, 501(c)3 requirements, including but not limited to, governing documents, agendas and minutes. 4. Fundraise for the HBAC, exhibitions and education programs, in collaboration with CITY staff, through events such as Surf City Arts Fest, concessions sales at receptions and special events, and other unique events as mutually agreed upon by both parties. 5. Fundraise for the FOUNDATION Endowment for the future benefit of the HBAC. 6. Fundraise for future capital campaigns to benefit the HBAC in collaboration with the CITY and HBAC staff. Upon mutual agreement of both parties, donations received for capital campaigns will be donated into a CITY donation account for use to support HBAC facility improvements. 22-1 1 54 1/2873 85 7. Assist with the sales of items at HBAC and/or off-site functions to support HBAC and FOUNDATION objectives. 8. Assist with special requests from the CITY as mutually agreed upon by both parties. Provide the finances to purchase equipment, supplies and materials for programming at HBAC. 9. Manage and oversee all monies raised and funds received, including but not limited to, sales proceeds, donations, grants, auxiliary memberships and/or gifts. Upon formal request by the Director of Community & Library Services or designee, and subject to approval by FOUNDATION at a meeting, provide funding from the grants account for exhibitions, special programs and events. 10. Provide volunteer support and community outreach to cultivate advocacy for the arts and visibility for the HBAC throughout the local community. 11. Cultivate partnerships and collaborations in support of HBAC, through ancillary groups, such as the Huntington Beach Artist Council, and organizations of artists who produce, encourage and promote arts throughout the local community and beyond. SECTION 4. ACCESS TO CITY MARKS AND LOGOS FOUNDATION shall have the right to use the official Huntington Beach City logo, surfboard logo,and CITY's "Surf City Huntington Beach" trademark with the prior written approval of the City before using any of these logos or trademark, which approval shall be at the sole discretion of the City. Note: The surfboard logo is not the property of CITY. FOUNDATION will use neither logo for commercial purposes. The Foundation shall have the final review of any materials and graphics depicting representation of the Foundation. SECTION 5. HOLD HARMLESS FOUNDATION shall protect, defend, indemnify 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 performance of this MOU or its failure to comply with any of its obligations contained in this MOU except such loss or damage which was caused by the sole negligence or willful misconduct of CITY. SECTION 6. WORKERS' COMPENSATION INSURANCE Pursuant to California Labor Code Section 1861, FOUNDATION acknowledges awareness of Section 3700 et seq. of said Code, which requires every employer to be insured against liability for workers' compensation; FOUNDATION covenants that it will comply with such provisions prior to commencing performance of the work hereunder. The FOUNDATION does not intend to act as anemployer. The FOUNDATION only reimburses the Art Center for the cost of services and temporary employment. 22-11541/287385 FOUNDATION shall maintain workers' compensation insurance in an amount of not less than OneHundred Thousand Dollars ($100,000) bodily injury by accident, each occurrence, One Hundred Thousand Dollars ($100,000) bodily injury by disease, each employee, Two Hundred Fifty Thousand Dollars($250,000) bodily injury by disease, policy limit. FOUNDATION shall require all subcontractors to provide such workers' compensation insurance forall of the subcontractors' employees. FOUNDATION shall furnish to CITY a certificate of waiver ofsubrogation under the terms of the workers' compensation insurance and FOUNDATION shall similarly require all subcontractors to waive subrogation. SECTION 7. GENERAL LIABILITY INSURANCE In addition to the workers' compensation insurance and FOUNDATION's covenant to indemnify CITY, FOUNDATION shall obtain and furnish to CITY, a policy of general public liability insurance, including motor vehicle coverage. Said policy shall indemnify FOUNDATION, 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 this Agreement, and shall provide coverage in not lessthan the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of$1,000,000 per occurrence. 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 agents, its officers, employees and volunteers as Additional Insureds, and shall specifically provide that anyother insurance coverage which may be applicable shall be deemed excess coverage and that FOUNDATION's insurance shall be primary. Under no circumstances shall the above-mentioned insurance contain a self-insured retention, or a"deductible," or any other similar form of limitation on the required coverage. SECTION 8. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to commencement of this Agreement, FOUNDATION shall furnish to CITY certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage asrequired 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; (c) and promise to provide that such policies shall not be canceled or modified without thirty(30) days' prior written notice of CITY; however, ten (10) days'prior written notice in the event of cancellation for nonpayment of premium. 22-11541/287385 FOUNDATION shall maintain the foregoing insurance coverage in force during the entire term ofthe Agreement or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverage shall not derogate from FOUNDATION's defense, hold harmless and indemnification obligations as set forth in this Agreement. CITY or its representatives shall at all times have the right to demand the original or acopy of any or all the policies of insurance. FOUNDATION shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. SECTION 9. ASSIGNING AS BREACH Neither party shall encumber, assign, or otherwise transfer this MOU, or any right or interest in this MOU, without the express written consent of the other party. A consent by a party to one assignmentor transfer to another person shall not be deemed to be a consent to any subsequent assignment or transfer to another person. Any encumbrance, assignment or transfer, without the prior written consent of the other party, whether it is voluntary or involuntary, by operation of law or otherwise, isvoid and shall, at the option of the other party, terminate this MOU. SECTION 10. TERMS BINDING ON SUCCESSORS All the terms, covenants and conditions of this MOU shall inure to the benefit of and be binding uponthe parties and their successors and assigns. The provisions of this Section shall not be deemed as a waiver of any of the conditions against assignment hereinbefore set forth. SECTION 11. CONFLICT OF INTEREST FOUNDATION shall employ no CITY official or any regular CITY employee in the work performed pursuant to this MOU. No officer or employee of CITY shall have any financial interest in this MOU in violation of the applicable provisions of the California Government Code. SECTION 12. NONDISCLOSURES/PRESS RELEASES FOUNDATION shall consult with CITY prior to issuing any press releases or otherwise making any public statements with respect to this MOU, the transactions contemplated herein, or matters arising herefrom. SECTION 13. CUMULATIVE REMEDIES The remedies given to the parties in this MOU shall not be exclusive but shall be cumulative and inaddition to all remedies now or hereafter allowed by law or elsewhere provided in this MOU. 22-11541/287385 SECTION 14. WAIVER OF BREACH The waiver by CITY of any breach by FOUNDATION of any of the provisions of this MOU, irrespective of the length of time for which such failure continues, shall not constitute a waiver of suchbreach or a waiver of any subsequent breach by FOUNDATION, either of the same or another provision of this MOU. SECTION 15. FORCE MAJEURE -UNAVOIDABLE DELAYS Should the performance of any act required by this MOU to be performed by either CITY or FOUNDATION be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause (exceptfinancial inability) not the fault of the party required to perform the act, the time for performance of the act will be -extended for a period equivalent to the period of delay and performance of the act during the period of delay will be excused. SECTION 16. NOTICE Any written notice, given under the terms of this MOU, shall be either delivered personally ormailed, certified mail, postage prepaid, addressed to the party concerned, as follows: CITY FOUNDATION Director of Community & Library Services Attn: Chair City of Huntington Beach Huntington Beach Art Center Foundation 2000 Main Street, PO Box 190 538 Main Street Huntington Beach, CA 92648 Huntington Beach, CA 92648 Phone: (714)536-5291 Phone: (714) 374-1650 If a party desires to change the address for notices set forth herein, said party shall provide 30 daysadvance written notice to the other party of any such change. SECTION 17. ATTORNEY'S FEES In the event suit is brought by either party to enforce the terms and provisions of this MOU or to secure the performance hereof, each party shall bear its own attorney's fees. The prevailing partyshall not be entitled to recover its attorney's fees from the non- prevailing party. SECTION 18. CONTROLLING LAW AND VENUE The rights and liabilities of the parties, and the interpretation and construction of this MOU, shall be determined in accordance with the laws of the State of California. Any controversy arising out of or under this MOU, if litigated, shall be adjudicated in a court of competent jurisdiction in OrangeCounty, California. 22-11541/287385 SECTION 19. SECTION TITLES The section titles in this MOU are inserted only as a matter of convenience and for reference, and inno way define, limit or describe the scope of intent of this MOU or in any way affect this MOU. SECTION 20. TIME OF ESSENCE Time is of the essence with respect to all provisions of this MOU in which a definite time forperformance is specified including, but not limited to, the expiration of this MOU. SECTION 21. SURVIVAL OF INDEMNITIES Termination of this MOU shall not affect the right of CITY to enforce any and all indemnities givenor made by FOUNDATION under this MOU, nor shall it affect any provision of this MOU that expressly states that the provision shall survive termination thereof. SECTION 22. NONLIABILITY OF CITY OFFICIAL, EMPLOYEES OR AGENTS No elective or appointed CITY or CITY affiliated board, commission or member thereof, or officer,official, employee or agent of CITY shall be personally liable to FOUNDATION, its successors andassigns, of any default or breach by CITY under this MOU or for any amount which may become due to FOUNDATION, its successors and assigns, under this MOU or for any obligation of CITY under this MOU. SECTION 23. TERMINATION This MOU may be terminated by either party with or without cause upon one hundred twenty (120)days notice in writing. SECTION 24. MODIFICATIONS IN WRITING This MOU contains and embraces the entire agreement between the parties hereto and neither it norany part of it may be changed, altered, modified, limited or extended orally or by any other agreement between the parties unless such agreement be expressed in writing, signed and acknowledged by CITY andFOUNDATION, or their successors in interest. SECTION 25. PARTIAL INVALIDITY 22-11541/287385 Should any provision of this MOU be held by a court of competent jurisdiction to be either invalid, void, or unenforceable, the remaining provisions of this MOU shall remain in full force and their effect unimpaired by the holding, so long as the reasonable expectations of the parties hereto are notmaterially impaired. SECTION 26. MOU IN COUNTERPARTS This MOU may be executed in counterparts, each of which shall be deemed an original, but all ofwhich taken together shall constitute one and the same document. SECTION 27. NO TITLE INTEREST No title interest of any kind is hereby given and FOUNDATION shall never assert any claim or titleto the Art Center or any other public property. Use of the Art Center by FOUNDATION is non- exclusive, and the Art Center shall at all times during its operating hours remain open for use by thepublic. SECTION 28. ENTIRETY The foregoing sets forth the entire agreement between the parties. [SIGNATURES ON SEPARATE PAGE] 22-11541/287385 IN WITNESS WHEREOF, the parties have caused this MOU to be executed by and through their authorized officers the /rW day, of July, 2022. HUNTINGTON BEACH ART CENTER CITY OF HUNTINGTON BEACH, FOUNDATION, an unincorporated association: a municipal corporation of the State of California By: k �5 Mayor ITS: (circ one hairm President/Vice ATTEST: Presiden AND City Clerk By: INITIATED AND APPROVED: /y/rar� iivu.sG Shu=`fu print name Director of Community & Library Services ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary— reasurer APPROVED AS TO FORM: City Attorney REVIEWED AND APPROVED City Manager COUNTERPART 22-11541/2873 85 IN WITNESS WHEREOF, the parties have caused this MOU to be executed by and through their authorized officers the day, of July, 2022. HUNTINGTON BEACH ART CENTER CITY OF HUNTINGTON BEACH, FOUNDATION, an unincorporated association: a municipal corporation of the State of California By: ba"A' Mayor print name ITS: (circle one) Chairman/President/Vice ATTEST: President AND City Clerk 8�5�22 By: INITIATW AND APPROVED: print name Director o3reommunity& Library Services ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary—Treasurer APPROV *ASORIM: City ttor tD DANDPPROVED City Ma la COUNTERPART" 22-11541/287385 ' 0 DATE(MMIDDIYYYY) ,ACC)o CERTIFICATE OF LIABILITY INSURANCE 7/15,2022 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(les)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 on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER JANEACT Danielle Donohue Arthur J.Gallagher&Co. PHONE FAX Insurance Brokers of CA.,Inc. •818.639.8605 c No:818.539.8705 505 N Brand Blvd, Suite 600 A DRESS: Danielle Donohue a' .com Glendale CA 91203 INSURER 3 AFFORDING COVERAGE NAIC 0 LfcenseM 0726293 INSURER A:Nonprofits'Insurance Alliance of CA 10023 INSURED HUNTSEA-02 INSURERS; Huntington Beach Municipal Art Center Foundation 538 Main Street INsuRERc: Huntington Beach CA 92648 INSURERD: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1125736928 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 TYPE OF INSURANCE ADD a L R POLICY NUMBER MM1DDmYl) IMMIDDIYYYYI LIMBS A X COMMERCIAL GENERAL LIABILITY Y 2022-27040 1/14/2022 1/14/2023 EACHOCCURRENCE $1,000,000 CLAIMS-MADE I-xi OCCUR PREMISES Ea occurrence $500,000 MED EXP(Any one person) $20,000 PERSONAL&ADV INJURY $1,000.000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000.000 POLICY❑ PRO- LOC PRODUCTS-COMPKW AGO $3,000,000 X JECT OTHER: 1 $ AUTOMOBILELIA9ILITY COM BINED SINGLE LIMIT $ Ea acctdent 1 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED FjppROVED AST FORM AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTT nDAMAGE $ AUTOS ONLY AUTOS ONLY Par F I -f3y-; $ UMBRELLALIAB HOCCUR CITY ATTORl EY FKRI EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE Cny OF HUNTINGT N BEACH AGGREGATE $ DED RETENTION $ WORKERS COMPENSATION STATUTE ETH• AND EMPLOYERS'LIABILITY ANYPROPRIETOR/PARTNERIEXECUTIVE Y❑ NIA E.L.EACH ACCIDENT $ OFFICERIMEMBEREXCLUDED9 (Mandatory In NH) E.L.DISEASE•EA EMPLOYEE $ II yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Director and officers Liability 2022-27040DONPO 1/14/2022 1M4/2023 PerClasn $1,000,000 Aggregate $1,000,00o Retention $0 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Nonprofits'Insurance Alliance of CA-A.M.Best 4011845 The City of Huntington Beach,it's officers,elected or appointed officials,employees,agents and volunteers are named additional Insured with respect to the operations of the named insured..The insurance provided in the Commercial General Liability policies are primary and any other insurance shall be excess only and not contributing CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Cityy of Huntington Beach 2000 Main St AUTHORIZEDREP ESENTATIVE Huntington Beach CA 92648-2702 AI�� 1"leh. ©1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD NMINONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head forInsurance,A Heart forNonprofits. POLICY NUMBER: 2022-27040 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED PRIMARY AND NON-CONTRIBUTORY ENDORSEMENT FOR PUBLIC ENTITIES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Person or Organization: The City of Huntington Beach,it's officers,elected or appointed officials, employees,agents and volunteers A. Section II—WHO IS AN INSURED is amended to include: 4. Any public entity as an additional insured, and the officers, officials, employees, agents and/or volunteers of that public entity, as applicable,who may be named in the Schedule above,when you have agreed in a written contract or written agreement presently in effect or becoming effective during the term of this policy, that such public entity and/or its officers,officials,employees, agents and/or volunteers be added as an additional insured(s)on your policy, but only with respect to liability for"bodily injury', "property damage"or "personal and advertising injury"caused, in whole or In part, by: a. Your negligent acts or omissions; or b. The negligent acts or omissions of those acting on your behalf; in the performance of your ongoing operations. No such public entity or individual is an additional insured for liability arising out of the sole negligence by that public entity or its designated individuals. The additional insured status will not be afforded with respect to liability arising out of or related to your activities as a real estate manager for that person or organization. B. Section III—LIMITS OF INSURANCE is amended to include: 8.The limits of insurance applicable to the public entity and applicable individuals identified as an additional insured(s)pursuant to Provision A.4. above,are those specified in the written contract between you and that public entity,or the limits available under this policy,whichever are less. These limits are part of and not in addition to the limits of insurance under this policy. C. With respect to the insurance provided to the additional insured(s),Condition 4. Other Insurance of SECTION IV—COMMERCIAL GENERAL. LIABILITY CONDITIONS Is replaced by the following: 4. Other Insurance a. Primary Insurance This insurance is primary if you have agreed in a written contract or written agreement: (1) That this insurance be primary. If other insurance is also primary,we will share with all that other insurance as described in c. below; or NIAC-E61 02 19 Page 1 of 2 NMINONPROFITS INSURANCE ALLIANCE OF CALIFORNIA A Head jorInsurance,A Heart jorNonprofits. POLICY NUMBER: 2022-27040 (2) The coverage afforded by this insurance is primary and non-contributory with the additional insured(s)'own insurance. Paragraphs(1)and (2)do not apply to other insurance to which the additional insured(s)has been added as an additional insured or to other insurance described in paragraph b. below. b. Excess Insurance This insurance is excess over: 1. Any of the other insurance,whether primary, excess, contingent or on any other basis: (a) That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "Your work"; (b) That is fire, lightning, or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (c) That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises temporarily occupied by you with permission of the owner;or (d) If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g. of SECTION I—COVERAGE A—BODILY INJURY AND PROPERTY DAMAGE. (e) Any other insurance available to an additional Insured(s)under this Endorsement covering liability for damages which are subject to this endorsement and for which the additional Insured(s)has been added as an additional insured by that other insurance. (1) When this insurance is excess,we will have no duty under Coverages A or B to defend the additional insured(s)against any"suit"if any other insurer has a duty to defend the additional Insured(s)against that"suit". If no other insurer defends,we will undertake to do so, but we will be entitled to the additional insured(s)' rights against all those other insurers. (2) 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 insurance;and (b) The total of all deductible and self-insured amounts under all that other insurance. (3) We will share the remaining loss, if any,with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Methods of Sharing If all of the other insurance available to the additional insured(s)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 other the other Insurance available to the additional insured(s)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. NIAC-E61 02 19 Page 2 of 2 POLICY NUMBER: 2022-27040 COMMERCIAL GENERAL LIABILITY Named insured: Huntington Beach Municipal Art Center Foundation CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Huntington Beach, it's officers, elected or appointed officials, employees, agents and volunteers Information required to complete this Schedule, if not shown above,will be shown In the Declarations. A. Section II—Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s)or additional insureds, the following is added to organization(s)shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for"bodily injury", "property damage"or"personal and advertising injury" If coverage provided to the additional insured is caused, in whole or in part, by your acts or required by a contract or agreement, the most we omissions or the acts or omissions of those acting will pay on behalf of the additional insured is the on your behalf: amount of insurance: 1. In the performance of your ongoing operations; 1. Required by the contractor agreement;or or 2. Available under the applicable Limits of 2. In connection with your premises owned by or Insurance shown in the Declarations; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable Limits of Insurance shown in the insured only applies to the extent permitted by Declarations. 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. CG 20 26 12 19 © Insurance Services Office, Inc., 2012 Page 1 of 1 _ Resolution No. 2008-63 CITY OF HUNTINGTON BEACH >>. 2000 Main Street, Huntington Beach, CA 92648-2702 DECLARATION OF PERMITTEE I ctz-;Aify that no vehicle(s) will be used or operated in the performance of the ts;�.l,,N or event(s) for which this permit is granted. I au.-horize the City of Huntington Beach to immediately and retroactively rEw,.}ka the license or permit issued in connection with or in the performance of sak-1 task(s) or events(s) if any vehicle(s) is used. io,,--lure of PermWees: � _,� ��� 6��a�•�.;1��Zl�r�� `i ;i �'vames: IVIlike� Adams and Manj Louise Shattuck :w �pany Narita (if applicable): 11untington Beach Municipal Art Center Foundation signed: Jyizj()21,P.022 Su i�' CITY OF HUNTINGTON BEACH 2000 Main Street, Huntington Beach, CA 92648 Declaration of Non-Employer Status The State of Palifornia requires every enterprise or business to provide workers co,n,ensation insurance coverage. if you have no employees, you may make a declaration to these(-;Elect by completing and signing this form and returning to: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 I c,�riify that in the performance of the activity or work for which this permit is Issued, I shall no"- o:mploy any person in any manner so as to become subject to California Workers' Co nl oensation Insurance requirements. i �uViorize the City of Huntington Beach to immediately and retroactively revoke the license 01" p;)rmlt Issued under this declaration if i hire any employee(s) or become subject to the pr,�viV_lon of the laws requiring Workers' Compensation Insurance. C ini,)any Name: Huntington Beach Municipal Art Center Foundation Act1r,,iss: 538 iftin Street, Huntington Beach, GA 92648 Applicants: Mike Adorns, tz Nlary Louise Shattuck Titlo: Co-Chairs, HOAG Foundation D-,7 te. Signed: Juno 21, 2022 'f*0t 1hone Number: Wilke 714-378-3060, Mary Lou 714-401-7607 ,' .• City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 (714) 536-5227 • www.huntingtonbeachca.gov 77, g09a' ` office of the City Clerk 1 Robin Estanislau, City Clerk August 5, 2022 Huntington Beach Art Center Foundation Attn: Mike Adams 538 Main Street Huntington Beach, CA 92648 Dear Mr. Adams: Enclosed is a fully executed copy of Memorandum of Understanding between the City of Huntington Beach Art Center Foundation approved by City Council on August 2, 2022. Sincerely, Robin Estanislau, CIVIC City Clerk RE:ds Enclosure Sister Cities: Anjo, Japan ♦ Waitakere, New Zealand