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Home My WebLink AboutSouthern California Toyota Dealers Advertising Association - 2023-02-21 (2) AMENDMENT NO. 1 TO PROMOTIONAL AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SOUTHERN CALIFORNIA TOYOTA DEALERS ADVERTISING ASSOCIATION THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation, hereinafter referred to as "City," TOYOTA MOTOR SALES,U.S.A., INC., whose principal place of business is 2 Banting, Irvine, California 92618 and SOUTHERN CALIFORNIA TOYOTA DEALERS ADVERTISING ASSOCIATION, whose principal place of business is 2629 Townsgate Road, Suite 235, Westlake Village, California 91361, hereinafter referred to as "Sponsor." WHEREAS, City and Sponsor are parties to that certain agreement, dated June 21, 2023, entitled "Promotional Agreement Between the City of Huntington Beach and Southern California Toyota Dealers Advertising Association"; and City and Sponsor wish to amend the Original Agreement to increase the number of vehicles provided, NOW, THEREFORE, it is agreed by City and Sponsort as follows: 1. CONSIDERATION Section 4(A) is amended to include an additional vehicle for the term of the agreement identified as one (1) Toyota Sequoia 4x4 Hybrid 3.4L VF6. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. 24-14648/343889 1 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on Odga,42 --, 2024. TOYOTA MOTOR SALES, U.S.A., INC. CITY OF HUNTINGTON BEACH, am 41t1 corporation of the State of California By: or, crk_ print name MayorWI7401,ITS: (circle one)Chairman/PresidentNice President 9'6/1440,4U) AND City Clerk By. INITIATED AND APPROVED: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Fire Chief SOUTHERN CALIFORNIA TOYOTA REVIEWED AND APPROVED: DEALERS ADVERTISING ASSOCIATION City Manager By: APPROVED ORM: print name ITS: (circle one)Chairman/PresidentNice President it ttorney AND By: print name COUNTERPART ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer 24-14648/343889 2 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on aftheip_,e),51A4024. TOYOTA TOR S,U.S.A., INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California print name Mayor ITS: (circle one)Chairman/PresidenWice President AND -,;() City Clerk By: to k INITIATED AND APPROVED: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Fire Chief SOUTHERN CALIFORNIA TOYOTA REVIEWED AND APPROVED: DEALERS ADVERTISING ASSOCIATION City Manager By: APPROVED AS TO FORM: print name ITS: (circle one)Chairman/PresidenWice President City Attorney AND By: 44, # 4-41 print flame ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer COUNTERPART 24-14648/343889 2 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed by and through their authorized officers on CHOheio03.5 —d,2024. TOYOTA SA U.S.A., INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By print name Mayor ITS: (circle one)Chairman/PresidenWice President AND rILAI) City Clerk By: `1 I INITIATED AND APPROVED: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Fire Chief SOUTHERN CALIFORNIA TOYOTA REVIEWED AND APPROVED: DEALERS ADVERTISING ASSOCIATION City Manager By: t_ x APPROVED AS TO FORM: grin name ITS: (circle one)Chairman/PresidenWice President City Attorney AND • (1 -1444-j. By. 411aPt/ print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary-Treasurer COUNTERPART 24-14648/343889 2 2000 Main Street, (011.29702' Huntington Beach,CA --�FY Cityof Huntington Beach 92648 gp OUNTV CP�' r File #: 22-807 MEETING DATE: 2/21/2023 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Al Zelinka, City Manager VIA: Scott M. Haberle, Fire Chief PREPARED BY: Eric Dieterman, Marine Safety Division Chief Bonnie To, Principal Administrative Analyst Subject: Authorize execution of an agreement with Toyota for vehicles for Marine Safety, Beach Parking, and Beach Maintenance and approve appropriation of funds Statement of Issue: Toyota Motor Sales, U.S.A., Inc. and Southern California Toyota Dealers Advertising Association ("Toyota") request to enter into an agreement to be the official Marine Safety vehicle for the City of Huntington Beach. The agreement states that Toyota would provide a total of 24 new vehicles over two years at no cost to the City. Vehicles will be utilized by the Marine Safety, Beach Parking, and Beach Maintenance divisions. Financial Impact: If approved, this agreement would save the City $1,200,731 in General Fund dollars that would otherwise have been spent on directly purchasing the 24 vehicles. In addition, the total Radio and Equipment Upfitting Costs would be $339,019 for the 24 vehicles (or $14,126 per vehicle) and include radios, GPS antenna, mounts, lightbars, speakers, brackets, roof equipment, control center, camper shell, racks, locks, and drawer systems. It should also be noted that this agreement includes five more vehicles than the previous agreements with Toyota. Increased maintenance costs for these five vehicles total $22,150 ($4,430 per vehicle); The Fire Department has $100,000 in existing budget that is requested to be transferred to help pay for the Total Radio and Equipment Upfitting Costs. Therefore, after transferring the $100,000 from the existing Fire Department Budget, an additional budget appropriation of$239,019 is requested to cover the remaining Total Maintenance and Total Radio and Equipment Upfitting Costs. When accounting for the $1,200,731 value of vehicles minus the $239,019 in total costs, the net cost savings would be $961,712. Please see the attached cost estimate for details. City of Huntington Beach Page 1 of 3 Printed on 2/16/2023 powerea4 LegistarTM File #: 22-807 MEETING DATE: 2/21/2023 Recommended Action: Authorize the Mayor and City Clerk to execute "Promotional Agreement Between the City of Huntington Beach and Southern California Toyota Dealers Advertising Association" to provide 24 vehicles for Marine Safety, Beach Parking, and Beach Maintenance uses; approve the appropriation of$216,869 in Equipment Replacement Fund 324 and $22,150 in the General Fund Fleet Maintenance business unit 10085705 to upfit and maintain the vehicles. Alternative Action(s): 1) Do not authorize execution of an agreement with Toyota to provide 24 vehicles for Marine Safety, Beach Parking, and Beach Maintenance uses, and direct staff accordingly. Direction may include a new budget appropriation to directly purchase 24 vehicles, upfit and maintain them using City funds. Analysis: The agreement states that Toyota would provide a total of 24 new vehicles at no cost to the City of Huntington Beach for Marine Safety, Beach Parking, and Beach Maintenance. The City of Huntington Beach has had a promotional agreement with Toyota to provide vehicles for Marine Safety, Beach Parking and Beach Maintenance uses since 2008. By re-entering into an agreement with Toyota to provide 24 new vehicles at no cost to the City of Huntington Beach, these vehicles will help the three divisions to continue providing quality public service and safety to our community and visitors. It should also be noted that Toyota has similar promotional agreements with the County of Los Angeles and the City of San Diego. If approved, the agreement will also provide Grant of Sponsorship Rights to Toyota (see page 3 of the agreement), which includes sponsorship signage on Lifeguard Towers 3 and 4. Sponsor Obligations are listed on Page 6 of the agreement. This Agreement would commence on the date of the Huntington Beach City Council's execution of the agreement and shall continue for two years; the agreement may be extended for two additional two-year periods on the same terms and conditions specified in this Agreement. Based on analysis by the Finance Department and the Fire Department, the 24 vehicles that Toyota would provide in this agreement qualify as an exemption to the City's Bidding Requirement Exemptions as defined in Municipal Code 3.020.080. Therefore, an RFP was not required for this agreement. Environmental Status: Pursuant to CEQA Guidelines Section 15378(b)(5), administrative activities of governments that will not result in direct or indirect physical changes in the environment do not constitute a project. Strategic Plan Goal: Financial Sustainability, Public Safety or Other Attachment(s): 1. Agreement with Toyota for vehicles for Marine Safety, Beach Parking, and Beach Maintenance 2. Cost Estimates 3. PowerPoint Presentation City of Huntington Beach Page 2 of 3 Printed on 2/16/2023 powere224 LegistarTM File #: 22-807 MEETING DATE: 2/21/2023 City of Huntington Beach Page 3 of 3 Printed on 2/16/2023 powereafy LegistarM PROMOTIONAL AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SOUTHERN CALIFORNIA TOYOTA DEALERS ADVERTISING ASSOCIATION. THIS AGREEMENT, made and entered into this 21st day of February , 20 23BY AND BETWEEN the CITY OF HUNTINGTON BEACH, a municipal corporation, hereinafter referred to as "City", TOYOTA MOTOR SALES, U.S.A., INC., whose principal place of business is 2 Banting, Irvine, California 92618 and SOUTHERN CALIFORNIA TOYOTA DEALERS ADVERTISING ASSOCIATION, whose principal place of business is 2629 Townsgate Road, Suite 235, Westlake Village, California 91361 hereinafter referred to as "Sponsor." WITNESSETH: WHEREAS, City is a municipal corporation and charter City duly organized and existing under and by virtue of the Constitution and the laws of the State of California; and WHEREAS, City desires to recognize Sponsor's product as the "Official Marine Safety Vehicle of the City of Huntington Beach"; and WHEREAS, Sponsor desires to purchase the exclusive rights to advertise, sponsor events and promote its products as the Official Marine Safety Vehicle of the City of Huntington Beach. IT IS THEREFORE agreed by and between City and Sponsor as follows: 1. Definitions: As used herein, the terms set forth below shall be defined as follows: A. "Agreement Year" shall mean the 12-month period commencing on the date that this Agreement is executed by the City Council of the City of Huntington Beach, which date shall become the effective date of this Agreement, and each following 12-month period thereafter throughout the term of this Agreement. B. "Business Day" shall mean a day of the week falling on Monday, Tuesday, Wednesday, Thursday or Friday. C. "Marine Safety Chief' shall mean the Marine Safety Division Chief of the City . of Huntington Beach Marine Safety Operation of the Fire Department. D. "Department" shall mean the Fire Department of the City of Huntington.Beach. E. "Director" shall mean 'the Chief of the Fire Department of the City of Huntington Beach. F. "Lifeguards" shall mean the City of Huntington Beach Marine Safety Operation. 22-12176/296821 1 G. "Lifeguard Tower(s)" shall mean the towers on the City of Huntington Beach Beaches, which serve as shelter and observation stations for the Lifeguards. H. "Logo" shall mean a co-branded logo which may be developed by the parties to this Agreement and mutually agreed upon in writing by parties to this Agreement, but shall not include the official insignia of the City of Huntington Beach. I. "City of Huntington Beach Beaches" shall mean those beaches over which the Department has jurisdictional or operational authority. J. "Lifeguard Motor Vehicles" or "Vehicles" shall mean the marketing category to which this Agreement shall apply. K. "Name Identification Space" shall mean that space on designated City-owned or operated real and personal property, specifically on the eighteen (18) Toyota vehicles hereinafter described to be acquired by City, and may, if Sponsor exercises options provided for in Section 2 of this Agreement, include space on Lifeguard Towers. L. "Premium(s)" shall mean any promotional article(s) used for the purpose of increasing the sales of particular products, including those of Sponsor. M. "Product(s)" shall mean any motor vehicle model(s) that are produced by Sponsor. N. "Sponsor's Special Event(s)" shall mean event(s) exclusively conducted by Sponsor that promote its Product for which Sponsor receives no sponsorship funding from other commercial Sponsors. O. "Sponsor's Special Event Permit(s)" shall mean permit(s) exclusively issued to Sponsor by the Department pursuant to the Huntington Beach Municipal Code for events that are conducted by Sponsor that promote its Product for which Sponsor receives no sponsorship funding from other commercial sponsors. P. "Trademark(s)" shall mean any word(s), name(s), symbol(s) or any combination thereof which, when used by a party to this Agreement, would distinguish the Product made or sold by it or services rendered by it from those goods made or sold or services rendered by others. Q. "Vehicles" shall mean the twenty-four (24) Toyota vehicles described in Section 4 below as to which the rights of possession and use are being granted hereunder by Sponsor to City for use by the beach lifeguards and beach operations. 22-12176/296821 2 2. Grant of Sponsorship Rights Subject to the other terms of this Agreement and upon execution of this Agreement, City shall grant to Sponsor the exclusive right within the category of "Lifeguard Motor Vehicles" to advertise on that property defined herein as the Vehicles as well as the ancillary rights listed below which are adjunctive but necessary incidents to the right to purchase advertising space on City real and personal property. A. City grants Sponsor exclusive signage rights in the category of"Lifeguard Motor Vehicles" (car/trucks) on beaches owned by the City of Huntington Beach. However, City does not have the authority to grant this right on beaches that are owned or operated by the State of California. B. City grants to Sponsor the right to generate publicity with respect to its status as the "Official Marine Safety Vehicle of the City of Huntington Beach" via press materials and/or other forms of communication to be distributed to the media for non-editorial purposes ("Publicity"). C. City grants Sponsor the right to use during the period of this Agreement, the Logos and its status as Sponsor under this Agreement in connection with the advertising and promotion of its products. Sponsor understands that the rights granted herein with respect to the Logo is limited to use in connection with promotion of its Products and do not extend to any other products, goods or services. D. City grants Sponsor the exclusive right, within the category of"Lifeguard Motor Vehicles" (car/trucks), to use the following Trademarks, which have been used and adopted by the City: Official Car/Truck Sponsor of Huntington Beach City Beaches Official Car/Truck Sponsor of Huntington Beach City Lifeguards Official Car/Truck Sponsor of City of Huntington Beach Lifeguards Official Car/Truck Sponsor of City of Huntington Beach Rescue Lifeguards Official Car/Truck Sponsor of City of Huntington Beach Lifeguards E. City grants Sponsor the exclusive right to be known as the "Official Marine Safety Vehicle of the City of Huntington Beach", and to be known as the official Sponsor of the City of Huntington Beach within the "Lifeguard Motor Vehicles" category. The right to be so designated with regard to non-City sponsored events is contingent on City having the legal right to grant such an exclusive right. If City can legally grant such exclusive right to Sponsor, it shall do so without any further consideration being paid by Sponsor. All product exclusivity for promotional activity is granted pursuant to normal policies, procedures and government regulations. City shall use its best efforts to obtain necessary Trademarks and permission to facilitate above usage. If City does not obtain necessary Trademarks to facilitate above usage for any reason including its status as a government entity, Sponsor has the right to register/use the Trademarks listed above and enjoy all rights pursuant to this Agreement pertaining thereto throughout the period of 22-12176/296821 3 this Agreement and any extension thereof. Upon termination, and in the absence of the extension of this Agreement, Sponsor shall transfer all rights, entitlements and ownership of said Trademarks to the City. F. City grants Sponsor the right to display its Trademark on signage at the Sponsor's Special Events, which display will be subject to all federal, state and local laws including all land use and environmental regulations. Subject to written approval by the Director, the Sponsor must indicate the time, place, quantity, color, size, nature of material to be used as signs, proximity to other structures, and length of time such signage is to be displayed for every beach event. G. City grants Sponsor the right to fifteen (15) Department-approved events in each Agreement year, under the City's Special Event permit process without having to pay the permit fee. The approval of Sponsor events without paying a permit fee is subject to the sole and absolute discretion of the Department. Any other costs or fees associated with these events are the responsibility of Sponsor. A Special Event Permit will be issued to Sponsor so long as Sponsor applies for the permit thirty (30) days in advance of each such scheduled event and so long as all requirements of the permit have been met and the proposed Sponsor Special Event does not conflict with a previously scheduled event. This right does not apply to beaches owned or operated by the State of California. These Sponsor events may include Toyota Motor Sales team-building activities or local grassroots marketing. Sponsor events shall not include sport events such as surf contest, volley ball tournaments or other such events. Sponsor may conduct grassroots marketing at Pier Plaza to engage consumers with Toyota trucks and connect them back to local dealership on the following seven weekends: • Memorial Day Weekend • Labor Day Weekend • Thanksgiving Weekend • One Weekend in June • One Weekend in July • One Weekend in August • Spring Break Weekend Sponsor may also display on the 4th of July and during the U.S. Open of Surfing. This promotional activity may include, but not be limited to, a truck display with product specialists, giveaways, Tundra simulator, Ride and Drive Day, etc. The specific area of Pier Plaza to be used shall be mutually agreed upon by Sponsor and City; however, City retains the sole and absolute discretion to deny event locations on Pier Plaza if the City determines that Sponsor's events impact activities on Pier Plaza. H. Sponsor may have signage, consisting of the Sponsor's emblem and sponsorship phrase, on Lifeguard Towers 3 and 4. 22-12176/296821 4 I. Subject to all City parade rules and regulations, at Sponsor's request, a lifeguard vehicle may be part of the 4th of July Parade at no cost to Sponsor. Sponsor's representatives may ride in vehicle. J. Sponsor may have signage that is mutually agreed to, on Pier Plaza designating Toyota as the "Official Lifeguard Vehicle of Huntington Beach". K. Subject to the sole discretion of the Director, City grants Sponsor the right to display Sponsor's signage, vehicles and/or Sponsor's logos at City-Sponsored beach activities, unless otherwise provided for by this Agreement. In addition, Sponsor may put a vehicle on display across from Lifeguard Tower Zero on the pier. The Display Vehicles shall be selected solely by Sponsor. Vehicle Displays may include signage and other materials as deemed appropriate by Sponsor and approved by the City. Neither the City nor any of their respective employees, representatives, contractors or agents shall drive or otherwise operate any of the Display Vehicles. Notwithstanding the forgoing, City employees, representatives, contractors or agents may drive a Display Vehicle if emergency conditions require that the Display Vehicle be moved. Sponsor shall bear all risk of loss or damage to the Vehicle Displays (except for damage or loss or personal injury arising out of, related to or connected with any negligence or willful misconduct of the City or its respective representatives, employees, and agents). Sponsor shall have the right to distribute mutually agreeable products and/or collateral advertising at such displays. Locations shall be determined by mutual agreement of the Parties. All collateral and items distributed shall be subject to the City's approval. Sponsor shall be solely responsible for all set-up, clean-up, distributed items and staffing of any displays. L. City will add a photo of Sponsor's Lifeguard Vehicle to the "Beach Information" page of the City website and to the "Marine Safety" page on the Fire Department home page. City will increase the font size for Toyota link and use a new vehicle photograph. M. City will add a message to its surf condition phone line that Toyota is the official sponsor of City Lifeguard Vehicles. N. City will provide acknowledgement of Toyota sponsorship of City Lifeguard Vehicles on local cable television Channel 3. O. City will add a public service announcement with Toyota sponsor branding to the freeway digital display, as set forth in Exhibit A attached hereto and incorporated by reference. P. Sponsor may produce, at their sole cost and expense, two (2) beach safety public service announcements or two (2) commercial shoots for use by the Southern California Toyota Dealers Association per year. 22-12176/296821 5 3. Sponsor Obligations A. Sponsor agrees that it will not cause or permit the Logos or Trademarks developed pursuant to this Agreement to be used or exploited in any manner contrary to public morals, or which violates prevailing standards of good taste, or reflects unfavorably upon the good name, good will, reputation and image, in whole or in part, of City and/or Department. B. Sponsor agrees to submit to Director and Marine Safety Chief for their prior written approval which may be granted at the sole and absolute discretion of the Director, all advertising, promotional T.V. and radio commercials or any other display materials to be used by Sponsor in connection with the Logos or Trademarks of City. Such material shall be submitted not less than thirty (30) Business Days prior to its proposed release to the public. C. Sponsor agrees to submit for prior written approval to Director and Marine Safety Chief which may be granted at the sole and absolute discretion of the Director, the signage design, size, nature of material, and desired location on the Vehicles for Sponsor's Name Identification Space. D. Sponsor agrees not to use any Premium in connection with the rights herein granted unless prior written approval of such use has been obtained from Director and Marine Safety Chief which may be granted at the sole and absolute discretion of the Director. E. Sponsor agrees not to manufacture any Premium using City Logos unless prior written approval of such use has been obtained from Director and Marine Safety Chief which may be granted at the sole and absolute discretion of the Director. F. If Sponsor desires to sell or distribute for sale any Premium bearing the Logo(s) and/or Trademark(s) of City, a separate licensing agreement shall be negotiated between Sponsor and City. 4. Consideration A. During the Term of this Agreement, Sponsor will make available to the City Thirteen (13) new Tacoma 4x4 V6 Double Cab, Eight(8) new Tundra 4x4 5.7L V8 Crew Cab Tundra 5.5 ft bed length, Two (2) new Tacoma 4.2 V6 Double Cab, and One (1) RAV4 Hybrid AWD XLE (collectively, "the Vehicles") to be used solely by the City in its lifeguard and beach operations on the beach, pier, Pier Plaza and associated beach facilities and as otherwise allowed under this Agreement. The Vehicles shall be selected solely by Sponsor. Both the Vehicles' models and the numbers of each particular model may be changed at any time upon the mutual written consent of both Sponsor and Director. Each of the Vehicles will be provided via a lease (the "Lease") through Toyota's affiliate Toyota Motor Credit Corporation, ("TMCC"). Sponsor shall pay all 22-12176/296821 6 lease payments on behalf of the City. The City shall pick up the Vehicles at the arranged Toyota dealership and new vehicle orientation shall be provided at the dealership. B. Except as otherwise provided in this Agreement, The City shall be solely responsible for all operating costs associated with the use and maintenance of the Vehicles. The City is self-insured and will provide Sponsor and TMCC with a letter agreeing to provide full insurance coverage for all the Vehicles and any replacement Vehicles during the term of this Agreement in the amounts listed as follows: Bodily Injury Liability $1,000,000 per occurrence Property Damage Liability $ 500,000 per occurrence Medical Payments - $ 2,000 per occurrence Uninsured Motorists $ 15,000 per occurrence $ 30,000 per occurrence Comprehensive Collision Value of Vehicles The above will be satisfied by issuance of a Certificate of Self-Insurance for one million dollars ($1,000,000) combined single limit coverage. Sponsor may terminate this Agreement effective immediately upon written notice to City, in the event City fails to provide or maintain the insurance stated immediately above. C. The Vehicles will be delivered only with the express written warranties specified in the applicable owner's guide and any express written warranties specified therein. Upon the termination or expiration of the applicable Motor Vehicle Lease Agreement or this Agreement and the City agrees to cooperate with Sponsor and TMCC to effectuate the return of the Vehicles. D. The City shall license and register each of the Vehicles and shall pay all required registration and license fees. Sponsor will cooperate with the City by providing any requested documentation to assist the City in filing required documentation with the California State Department of Motor Vehicles as necessary to obtain E-plates. E. The Vehicles shall be operated by the City and its respective employees, in accordance with each Motor Vehicle Lease Agreement and this Agreement. Notwithstanding anything to the contrary in the Motor Vehicle Lease Agreement, in the event there is any conflict between the terms of the Motor Vehicle Lease Agreement and the terms of this Agreement, the terms of this Agreement shall be controlling as between Sponsor and the City. F. The City shall co-brand the Vehicles with the Logo and an acknowledgment of the Vehicles as the "Official Marine Safety Vehicle of the City of Huntington Beach" and/or any of the designated names set forth in Section 2.D of this Agreement. Decals must be pre-approved by Sponsor. The City shall provide photographs of each Vehicle to Sponsor once a Vehicle is decaled. The City shall pay for decal production and removal. 22-12176/296821 7 G. The City shall complete a Automobile Loss/Damage Report (in the form of Exhibit B, or other form as may be designated by Sponsor from time to time) immediately after any collision, upset, occurrences, accidents involving any Vehicle of which The City is aware. The City shall be responsible for any collisions, upsets, occurrences, accidents, liabilities, costs and/or damage sustained by the Vehicles (and/or arising from any breach of the terms hereof and/or of the Motor Vehicle Lease Agreements). The City shall immediately contact Sponsor regarding any and all collisions, upsets, occurrences, accidents, liabilities, costs and/or damage sustained by the Vehicles (and/or any other third party). The City shall communicate to its employees that they must immediately report all collisions, upsets, occurrences, liabilities, costs and/or accidents to the City. H. The City shall pay for the cost of regularly scheduled service for the Vehicles. The City shall maintain documentation of all services performed pursuant to the Vehicle Maintenance Schedule. Notwithstanding the foregoing, Sponsor will pay for all warranty repairs in accordance with the New Vehicle Limited Warranty as stated in the applicable owner's manual. The City shall submit invoices to Sponsor for reimbursement of such warranty repairs. The City shall pay for damage to the Vehicles beyond what is considered normal wear and tear, such as body repairs or damage caused by misuse, neglect or incidents typically covered by automobile comprehensive or collision damage insurance policies, and/or arising from a breach of this Agreement or the applicable Motor Vehicle Lease Agreement. I. The City will undertake, at its cost, all responsibilities of day-to-day maintenance required for the Vehicles so that each looks its best, including washing and vacuuming the Vehicles and detailing and steam cleaning the interior of the Vehicles as needed. The City shall be responsible for the ordinary operating expenses associated with the Vehicles such as gas, oil, grease, tire repair and replacement and other incidentals. J. Sponsor agrees that City, in its discretion, may outfit vehicles with safety equipment, including but not limited to radios and light bars. However, City shall not be responsible for any cost to repair vehicles modified to suit City Lifeguard needs and/or "wear and tear" on any vehicles described in this agreement. The City is responsible for the installation and removal of all Vehicle accessories, such as radios and light bars, racks, additional roof accessories, and tinting of windows of the Vehicles, that were not in or attached to the Vehicles at delivery (collectively, "Accessories"). All such installations must be removed prior to return of the Vehicles, all of the foregoing at the City's sole cost. All such installations must (a) be in compliance with all applicable laws, rules and regulations, (b) not in any way impact, cover and/or otherwise impair the ability to view warnings affixed to the Vehicle (e.g., the warnings regarding the airbag system on the visor), or (c) not impact the safety or operational features of the Vehicle (i.e., not adversely impact visibility while operating the Vehicle, not impact in any way the compliance of the Vehicle with the Motor Vehicle Safety Act or other applicable Federal motor vehicle safety standards). The City shall be solely responsible and liable for any Claims arising from installation of such Accessories. 22-12176/296821 8 K. The Parties agree that Toyota Entities will replace vehicles based on the "Major Model Redesign Schedule," as determined by Toyota Entities and consisting of a complete internal and external change (i.e. styling, engine, safety, technology, etc.) with a maximum model cycle of five (5) years. The replacement Vehicles shall be delivered to the City within sixty (60) days after notification of new replacement vehicles based on the "Major Model Redesign Schedule", if Sponsor chooses to extend this Agreement according to the provision set forth in Section 6 below. In exchange, City shall deliver to Sponsor, forty-five (45) days after receipt of the replacement Vehicles, to the designated Toyota dealer locations all Vehicles then currently in use within the maximum model cycle of five (5) years and not purchased by City, based on the "Major Model Redesign Schedule." L. For all Vehicles purchased by City, Sponsor will offer to City the right to purchase "Extended Service Contracts" routinely available for such vehicles through authorized Toyota dealers. M. At the end of the term of this Agreement, City will return the Vehicles in the same condition as delivered, reasonable wear and tear excepted, to the designated Toyota dealer locations within forty-five (45)days after the termination of the Agreement. 5. Buy Out Option A. At the termination of this Agreement, and at the termination of this Agreement's optional extension periods (if exercised), City shall have the option to purchase any or all of the Vehicles due to be returned to Sponsor as outlined in Section 4 and pursuant to the applicable Motor Vehicle Lease Agreements at prices to be provided by Sponsor and/or TMCC at lease inception, but in no event later than at least one hundred and eighty (180) days prior to the termination gf this Agreement and any optional extension periods. B. If City elects to exercise such buy out options, it must notify Sponsor in writing at least thirty (30) days prior to the termination of this Agreement, and thirty (30) days prior to the termination of this Agreement's optional extension periods, if exercised. 6. Term and Extension of Rights This Agreement shall be deemed to commence on the date of the Huntington Beach City Council's execution and shall continue for two (2) Agreement Years, subject to the possible extensions of the Agreement and to the provisions concerning termination set forth in Section 20 below. Subject to mutual consent in writing between Director and Sponsor, this Agreement may be extended for two (2) additional two-year periods on the same terms and conditions specified in this Agreement. Sponsor must inform Director in writing at least one hundred and eighty (180) days prior to the termination of both this Agreement and, if exercised, the optional extension periods, if Sponsor will not request an extension. If an extension is requested, Director shall respond to Sponsor in writing to advise whether he consents to such extension within thirty (30) days of receiving the request. 22-12176/296821 9 7. Operation Expansion or Reduction Sponsor and City agree that in the event that City's jurisdictional or operational authority of City of Huntington Beach Beaches is expanded or reduced, thereby affecting the extent of Sponsor's ability to advertise its Product, both parties will in good faith promptly renegotiate this Agreement to take into account the increase or decrease in the size of operation. In renegotiation of the Agreement, the parties shall attempt to reasonably adjust the number of Vehicles to reflect the increase or decrease in the square mileage of beach areas remaining under City's jurisdiction or operational authority and portion of the Agreement Year affected. If the reduction of City's control exceeds fifty (50%) percent of the area of City of Huntington Beach Beaches under its control as of the effective date of this Agreement, Sponsor may terminate this Agreement upon ninety (90) day written notice to City and without incurring any further liability to City beyond the liability incurred up to and including the ninetieth (90th) day of said ninety (90) day notice period. 8. Indemnification A. Sponsor agrees to defend, indemnify and hold harmless City, its respective City Council, the Fire Department, and its officials, agents, employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including, without limitation, settlement costs), and expenses associated therewith (including, without limitation, the payment of reasonable attorney fees and disbursements), arising out of, related to or resulting from Sponsor's marketing and promotion of its designation and/or status as the "Official Marine Safety Vehicle of the City of Huntington Beach" (or other such designation as allowed in Section 2), including but not limited to Sponsor's activities in connection with Sponsor's Special Event Permits, Premium distributions, wrongful use of Logo and Trademark(s), and all advertisement, promotional and display material, as well as Sponsor's rights granted in Sections 2 and 3 above. Sponsor's indemnification shall extend to any claim of fathe or deceptive advertising and to the failure of Sponsor or those acting under it, to comply with the terms and conditions of this Agreement. City shall be reimbursed by Sponsor for all costs and attorneys' fees incurred by City in enforcing this obligation. Sponsor will conduct all defense at its sole cost and expense and the City shall approve selection of Sponsor's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by Sponsor. All new vehicle warranties shall remain in effect and Sponsor shall indemnify City for all damages arising from defect in the Vehicles as manufactured. Sponsor shall defend, indemnify and hold harmless the City, as well as its respective City Council, the Fire Department, and its officials, agents, employees, successors, and assigns against all liability for illegal competition or trade practices, common-law and/or 22-12176/296821 10 statutory, which are based on the rights granted by City pursuant to the terms of this Agreement. B. City agrees to defend, indemnify and hold harmless the Sponsor, its divisions and subsidiaries and their respective officers, directors, agents and employees, successors, and assigns from and against any and all claims, demands, obligations, causes of action and lawsuits and all damages, liabilities, fines, judgments, costs (including, without limitation, settlement costs), and expenses associated therewith (including, without limitation, the payment of reasonable attorney fees and disbursements), arising out of City's own use or possession of the Vehicles; the services performed or actions taken by City, or those acting under it, in connection with this Agreement, including City's use of the Vehicles in connection with the operation and management of any event or activity, including but not limited to any claims for damage, injury, liability, cost and/or death (including without limitation, attorneys' fees and costs and other Claims) that may occur while driver is operating and/or as a result of such driver operating the Vehicle; City's wrongful use of Logo and Trademark(s) and, the failure of City, or those acting under it, to comply with the terms and conditions of this Agreement. City will conduct all defense at its sole cost and expense and the Sponsor shall approve selection of City's counsel. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as limitation upon the amount of indemnification to be provided by City. 9. Insurance In addition to the insurance required by Section 4.B of this Agreement, the City shall provide and maintain throughout the term of this agreement the following insurance coverages: A. Commercial general liability insurance with minimum limit of One Million Dollars ($1,000,000) combined single limit for bodily injury and property damage, including contractual liability, products and completed operations liability; B. Employer's liability insurance in a minimum amount of One Million Dollars ($1,000,000) or will otherwise comply with all applicable Workers' Compensation and/or other laws that may accrue in favor of any person employed; and C. Umbrella liability with a minimum limit of Five million Dollars ($5,000,000). The City shall provide Sponsor with proof of the acquisition of all of the above-identified insurance coverage in the form of one or more certificates of insurance upon request and at least five: (5) business days prior to the delivery of the Vehicles (and, if reasonably requested by Sponsor, at any other time). The commercial liability, and automobile insurance policies required hereunder shall name Sponsor, its parent, subsidiary and affiliated companies as Additional Insureds and shall specify that the insurance carrier will endeavor to provide Sponsor thirty (30) days written notice prior to any change, cancellation or reduction in such coverage. Sponsor reserves the right to review and must be satisfied with the insurer as well as the types and level 22-12176/296821 11 of coverage to be maintained during the Term. All insurance coverages required hereunder shall be procured from insurers with a Best's performance rating of at least A- and with a financial size category of at least Class VII. 10. Sponsor's Marks The City shall obtain written approval from Sponsor prior to use of any Sponsor logos, service marks, trade names or trademarks owned by Sponsor and/or its affiliates (collectively, the "Sponsor Marks") by the City or any of its respective agents, representatives, employees or contractors, except as otherwise specifically required in this Agreement. If Sponsor grants its approval for the City to use the Sponsor Marks pursuant to this Agreement, the Sponsor Marks shall be used only in the exact form, style and type expressly allowed by Sponsor. The Sponsor Marks are and shall remain exclusively the property of Sponsor (and/or its designated affiliates). The City shall not, directly or indirectly, during the Term hereof or at any time thereafter, in any country (a) register or attempt to register, in any manner, any of the Sponsor Marks or (b) challenge the validity of any of the Sponsor Marks. The City recognizes Sponsor's exclusive ownership of the Sponsor Marks. The City shall not use the Sponsor Marks in any way which would tend to aid any competitor of Sponsor, or in any other manner that would bring the same (or its products) into public disrepute, contempt, scorn or ridicule or tend to shock, insult or offend the community, public morals or decency. The City shall not use the Sponsor Marks to incur any obligation or indebtedness on behalf of Sponsor, or to hold itself out as being or representing Sponsor or any of its affiliates. The obligations of The City under this paragraph will survive expiration or termination of this Agreement. 11. Default; Remedies A. The following events shall constitute an Event of Default ("Event of Default") under this Agreement regardless of whether any such event shall be voluntary or involuntary or shall result from the operation of applicable laws, rules or regulations or shall be pursuant to or in compliance with any judgment, decree or order of any court of competent jurisdiction: (1) City shall fail to cause to be carried and maintained the insurance required under Sections 4.B and 9 hereof; (2) Either party shall make any material misrepresentation or shall breach any warranty made herein; (3) Either party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law, or shall make a general assignment for the benefit of creditors, or shall have an involuntary case or other proceeding instituted against it seeking similar relief; (4) Either party shall otherwise fail to perform or observe any other covenant or condition set forth herein and such failure shall continue unremedied for a 22-12176/296821 12 1 period of thirty (30) days after the receipt of written notice thereof from the nondefaulting party; or (5) Either party should commit an act, which brings its name into disrepute, or otherwise substantially diminishes the value of the Sponsorship association for the other party. B. Upon the occurrence of an Event of Default, and at any time thereafter so long as the same shall be continuing, the nondefaulting party may declare, at its option, this Agreement to be in default and: (1) may immediately terminate this Agreement without any liability whatsoever; (2) may seek enforcement by appropriate court action of the terms hereof and recover damages for the breach hereof; (3) may exercise any other right or remedy available to it under law or in equity; or (4) may seek any permitted combination of such remedies. No remedy is intended to be exclusive, but each shall be cumulative and the exercise of any such remedy shall not preclude the simultaneous or later exercise of any other remedy. 12. Waiver Failure or inability of either party to enforce any right hereunder shall not waive or modify any right to enforce said right in the future. 13. Notices All notices and statements to be given hereunder shall be given at the respective addresses of the parties as set forth below, unless notification of a change of address is given in writing. Any notice shall be sent by registered or certified mail or by a nationally recognized courier service and shall be effective upon receipt. Sponsor shall maintain an address within California as the address to which such notice shall be given. Sponsor shall designate an agent with a California address to accept service of process. The addresses for notice and agents for service of process are: City Fire Department 2000 Main Street Huntington Beach CA 92648 Attn: Scott Haberle, Fire Chief Sponsor: Toyota Motor Sales, U.S.A., Inc. 2 Banting Irvine, CA 92618 Attn: Diana Davis Southern California Toyota Dealers Advertising Association. 2629 Townsgate Road, Suite 235 Westlake Village, CA 91361 Attn: Jennifer Lin 22-12176/296821 13 Agent for Service of Process: Davis Elen Advertising, Inc. 865 South Figueroa Street Los Angeles, CA 90017 Attn: Jennifer Lin 14. Assignment Neither party shall not have the right to assign or delegate any of its rights or obligations hereunder to an unrelated third party without the prior written consent of the other party. 15. Compliance with Law,Rules and Regulations Both parties shall comply with all applicable federal and state laws and regulations, as well as all municipal and City ordinances, rules and regulations, including but not limited to those relating to the Department. 16. Severability of Provisions Should any individual provision 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. 17. Independence The parties shall at all times act independently. Nothing contained in this Agreement shall be construed to make one party the partner,joint venture, principal, agent, or employee of the other party hereto. Specifically, City shall have no express or implied authority to act for or on behalf of Sponsor. Further, no officer, director, employee, agent, affiliate or contractor retained by City to perform work on Sponsor's behalf hereunder shall be deemed to be an employee, agent or contractor of Sponsor. City is solely responsible for payment of (1) all income, disability, withholding, and other employment taxes as well as (2) all medical benefit premiums, vacation pay, sick pay or other fringe benefits resulting from City's retention of any such officers, directors, employees, agents, affiliates or contractors. City shall indemnify, defend, and hold harmless Sponsor from any claim for any such tax or benefit payment. 18. Governing Law This Agreement will be governed by and construed and interpreted in accordance with the law of the State of California. 19. Termination for Improper Consideration City may, by written notice to Sponsor, immediately terminate the right of Sponsor to proceed under this Agreement if it is found that consideration, in any form, was offered or given 22-12176/296821 14 by Sponsor, either directly or through an intermediary, to any City officer, employee or agent with the intent of securing the Agreement or securing favorable treatment with respect to the award, amendment for extension of the Agreement or the making of any determinations with respect to the Sponsor's performance pursuant to the Agreement. In the event of such termination, City shall be entitled to pursue the same remedies against Sponsor as it could pursue in the event of default by Sponsor. Sponsor shall immediately report any attempt by a City officer or employee to solicit such improper consideration. The report shall be made either to the Department Head charged with the supervision of the employee. Among other items, such improper consideration may take the form of cash, discounts, services, the provision of travel or entertainment, or tangible gifts. 20. Termination with or without Cause Sponsor shall have the right to terminate this Agreement in whole or in part, with cause, upon thirty (30) days prior written notice to City or without cause, upon one hundred eighty (180) days prior written notice to City. Upon receipt of any termination notice, City shall discontinue services on the date stated and to the extent specified in the notice. Upon termination of this Agreement, or upon request of Sponsor, City will surrender to Sponsor all Vehicles, which are then in City's possession, within one hundred and twenty (120) days, and all memoranda, notes, records, drawings, manuals, software, and all other materials which are the property of Sponsor or which contain information which is proprietary to Sponsor. City will not retain any copies of any Confidential Information of Sponsor. 21. Obligations Survive Agreement Term The indemnities and assumptions of risks, liabilities and obligations by the parties arising under his Agreement during its term shall continue in effect after the termination of the Agreement, regardless of the reason for termination. 22. Amendment of Agreement No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. Only nonmaterial Amendments to the Agreement which do not materially change the scope of the Agreement increase the City's financial responsibility or impose additional liability on the City, may be executed without approval of the City Council and all must be in writing and shall not be effective unless and until executed by Sponsor and the City. 23. Entire Agreement This Agreement contains the entire understanding between the parties relating to the subject matter herein contained. 22-12176/296821 15 DocuSign Envelope ID:324CF614-7C56-441 E-9D6D-D9B7DCEB6ODE IN WITNESS WHEREOF Sponsor has executed this Agreement, or caused it to be duly executed, and City, by order of its City Council,has caused this Agreement to be executed on its behalf by the Mayor and attested by the City Clerk,on the day and year first above written. TOYOTA MOTOR SALES, U.S.A., INC. CITY OF IIUNTINGTON BEACH, a municipal corporation of the State of California ,-DocuSIgned by: By: Sattita Cow& samuel—c 9'f372458... print name Mayor ITS:vehicle Operations Manager 6/14/2023 I 21:41 PDT DocuSlpned AND City Clerk By: CCt.„ Christi ilEarg7898C439.- INITIATED AND APPROVED: print name ITS: Sr. Procurement Analyst 6/15/2023 1 07:00 PDT Fire Chief SOUTHERN CALIFORNIA TOYOTA REVIEWED AND APPROVED: DEALERS ADVERTISING ASSOCIATION H ," City Manager By: Ji.mitifr Lire APPROVED AS TO FORM: print name ITS: (circle one)Chairman/President ice President City Attorney ki A D grind tame COUNTERPART ITS: (circle one)Secretary/Chief Financial Offtccr/Asst. Secretary-Treasurer • 22-12176/296821 16 TMS/USA and City of Huntington Beach Page 16 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUNOOI Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know IN WITNESS WHEREOF Sponsor has executed this Agreement, or caused it to be duly executed, and City, by order of its City Council, has caused this Agreement to be executed on its behalf by the Mayor and attested by the City Clerk, on the day and year first above written. TOYOTA MOTOR SALES, U.S.A., INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name Mayor ITS: (circle one)Chairman/PresidentNice President (#411,, 9,6 41214,144d AND City Clerk -/ &A/23-? By: INITIATED AND APPROVED: print name ITS: (circle one)Secretary/Chief Financial Officer/Asst. Secretary—Treasurer Fire Chief SOUTHERN CALIFORNIA TOYOTA -W ROVE DEALERS ADVERTISING ASSOCIATION City Manager By: APPROVED A "'.' • t print name � ITS: (circle one)Chairman/President ice President it •ttorney AND • 1 e 1=tyl. U /CV-Pry� prin ame ITS: (circle one)Secretary/Chief Financial Officer/Asst. COUNTERPART Secretary-Treasurer 22-12176/296821 16 EXHIBIT A PUBLIC SERVICE ANNOUNCEMENT DISPLAY DETAILS 253 This Exhibit contains details and the representative example of Item "Grant of Sponsorship Rights.", O. "City will add a public service announcement with Toyota sponsor branding to the freeway digital display." The 'freeway digital display" is the electronic reader board adjacent to the 405 Freeway at Beach Boulevard. The content of the "public service announcement" must: I. Contain a Public Safety Message 2. Contain Toyota branding limited to approximately 30% 3. Tie-in to the City—Huntington Beach Lifeguanis, etc. 4. Be simple and easy to read. 5. Be approved by the Fire Chief prior to display. 254 Example of an Approved Public Safety Message: 4 1 _ . .. • — -,,,v,,,- •,...: Pi.,-, FIRE....7/.. ti .,,,. ,. , . . .,. • ---_. 0.• TO 4:L...7'',,j\ , 9 . . J --- '.- r ,-.1a01. ,,„:,, : 1 -, ..,.. . TOYOTA I- - '- .iii.°1' f ii: ..iii E , ,... ... . , •• 1, : ..........„ . ,.., 1 . _,.. _ i i dilb $1,•••••••-ig----___. _ iiik; •- 1 - .—Ar- 1 Ili \ ' I . , i ,.. ,.'': ' r''',:'rr,.---------------- 15 O rr' - -- , oltIGTON ez4 ,,,, .,,,;// 0 •sa cy -.. r- V--.N., i 0 YOTA -...!...' FIRE I 6 . • if ." ,, .. / , ... . - - • -",.. : • . ' 40 i. : : • IT.'. AA -A,,,,,- . - - _ . 4•1‘_. 0,.. .... . ....... . ., . . , . - - . ,.... •- -- . .: -. .... ..,.:,• ..• . . . ... - . ... .• ,,,..,,77-, ..,#--,-x,,,,,1- -,:'.,,,,...!-,:.,..-',..,....4.,:z ',. . ,. ,7,TP-...,: .,:•:. .: :::,,.. - ,...... .,-.... -. .- ,,,-,,, --.-------.•- - - UN T IN ' ,,,, ... H GTON BEACH LIFEGUARDS ,. .. . i . y .A .. .,., BEACH SAFETY TIP : 1 k 1 .4.0 Opot .,, ALWAYS SWIM .... , , .. „r4 ,.q.4 NEAR A LIFEGUARD I , i A +I,..• ,1 •4 4 I i $ $ 255 EXHIBIT B AUTOMOBILE LOSS DAMAGE REPORT 256 0 aah Q. _ (PLEASE COIMXTE ALL SEC. tom' Sk • , PANT 11 a c r �_ PAW 0045 tile 140104:1WIRM IOW Sari k. 1 ASSOCIATE J#toaffazi.-.'.•, i-•-- C5.11111t MI S PPY RAN Z I - 1_ Iditlet1- ..Amain ' ! giogipd- 1 'p *i ti DRIVEll DIFI3MTIOM �041,1 ?awn pith Mt Rate 011,1 yr i ist Piticop=ogos "-"0- -* F __., . 1 • Mgr 12134,40146 at WHEN ii.1111111.111 PART` - .11 ..,:. ,x 'N11111— iiiiiiiallitin y allIMI - 1 itV i$Pitt POLICE1 +1 .. 1e VitiolaSHO. ISTIKIVPKEttpti 257 �� ING s ^� '• �oRPOs�T•." City of . - .untington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 o - _ 'Q (714) 536-5227 • www.huntingtonbeachca.gov VcFCpUN cA�i��e Office of the City Clerk � ° Robin Estanislau, City Clerk June 22, 2023 Toyota Motor Sales, U.S.A., Inc. Attn: Diana Davis 2 Banting Irvine, CA 92618 Dear Ms. Davis: Enclosed is a fully executed copy of the Promotional Agreement between the City of Huntington Beach and Southern California Toyota Dealers Advertising Association, approved by City Council on February 21, 2023. Sincerely, 4), 9. / /214 " Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan �NTING ,e " gpRPORgrfp. City of . ' :untington Beach : \ 2000 Main Street ♦ Huntington Beach, CA 92648 ff` % (714) 536-5227 ♦ www.huntingtonbeachca.gov .,coUNTY CA i# Office of the City Clerk � Robin Estanislau, City Clerk June 22, 2023 Southern California Toyota Dealers Advertising Association Attn: Jennifer Lin 2629 Townsgate Road, Suite 235 Westlake Village, CA 91361 Dear Ms. Lin: Enclosed is a fully executed copy of the Promotional Agreement between the City of Huntington Beach and Southern California Toyota Dealers Advertising Association, approved by City Council on February 21, 2023. Sincerely, e61-4/114.144d Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan /' fl N GT ` (.... °�' City of Huntington Beach "RA ; 2000 Main Street ♦ Huntington Beach, CA 92648 = -= (714) 536-5227 • www.huntingtonbeachca.gov cpoN-ri \-`i� Office of the City Clerk ��ossr�� Robin Estanislau, City Clerk June 22, 2023 Davis Elen Advertising, Inc. Attn: Jennifer Lin 865 South Figueroa Street Los Angeles, CA 90017 Dear Ms. Lin: Enclosed is a fully executed copy of the Promotional Agreement between the City of Huntington Beach and Southern California Toyota Dealers Advertising Association, approved by City Council on February 21, 2023. Sincerely, 944aJ4u) Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan Attachment: Cost Estimates Cost Estimates 258 Page 1 Net Cost Savings Cost Savings from Not Purchasing Vehicles $ 1,200,731 Line A Total Budget Request after Transferring$100Kfrom Line B Existing Fire,Dept,Budget $ : 239,01.9; -. 1' Line C .,961,712A1 P w'= Model ; Qty MSRP$ Division Total from Toyota Website, Tacoma 4x4 Double Cab 11 $ 47,921 Fire-Marine Safety $ 527,131 Tundra 4x4 8 $ 60,964 Fire-Marine Safety $ 487,712 RAV4 1 $ 32,150 Fire-Marine Safety $ 32,150 Tacoma 4x2 2 $ 35,965 Community Services-Beach Parking $ 71,930 Tacoma 4x4 Double Cab 2 $ 40,904 Community Services-Beach Maintenance $ 81,808 Cost Savings from'NOt Purchasing Vehicles 4 $ -11,200,731 Line A Costs By Budget Category Total Maintenance Costs $ 22,150 Total Radio and Equipment Upfitting Costs $ 316,869 Total Maintenance and Radio and Equipment Costs $ 339,019 Transfer Existing Fire Department Budget to this Request $ (100,000) [Total Budget Request • "' - r 239,0191 Line B Costs By Department Public Works-Fleet Budget Request $ 25,000 Fire-Marine Safety Budget Request $ 314,019 Transfer Existing Fire Department Budget to this Request $ (100,00D) Taal"iudget-Retiuest $ 239,019 Line B Annual Maintenance Costs 'Description- " ,° Division .' Quantity. Estimated Costs Total 1 Year Maintenance for 5 Additional Vehicles Public Works-Fleet 5 $ 4,430 $ 22,150 Total-Maintenance-Requestq p. . , $ 22,1-50 Part of Line B Radio and Equipment Upfittinq Costs Qescriptiorf'1° Division „, .n,„.Quantity Estimated;Costs, ,° -Total Radio Equipment Install for 5 Additional Vehicles Public Works-Fleet 5 $ 570 $ 2,850 Radio Equipment Items for 5 Additional Vehicles Fire-Marine Safety 5 $ 9,077 $ 45,387 Vehicle Upfit Labor and Items Fire-Marine Safety 24 $ 11,193 $268,632. Total Radio and:Eq€tipmenf tJpftting Request °° K . $ : ` <. , , $316,869' Part of Line B Cost Estimates 259 Page 2 Model - - MSRP arvrsion .Total from Toyota` 5 website_ ' Tacoma 4x4 Double Cab 11 $ 47,921 Fire-Marine Safety $ 527.131 Tundra 4x4 8 $ 60,964 Fire-Marine Safety $ 487,712 RAV4 1 $ 32,150 Fire-Marine Safety $ 32,150 Tacoma 4x2 2 $ 35,965 Community Services-Beach Parking $ 71,930 Tacoma 4x4 Double Cab 2 $ 40,904 Community Services-Beach Maintenance $ 81,808 Cost Savings froth Not Purchasing Vehicles . ,.._ 24°.._.:. ...... . $.1,200,731', Please see Toyota cost estimates on the following pages. Cost Estimates 26g Page.3 YOUR 2023TA CO MA Here's the Tacoma TRD Off-Road 3.5L V6 engine AT 4x4 5- ft. bed Double Cab YOU BUILT - Starting MSRP:' $38,905.00 Tacoma TRD Off-Road Delivery,Processing and Handling Fee: $1,335.00 • )"f Tacoma TRD Off-Road 3.5L V6 engine AT 4x4 5-ft.bed Double Cab Options: $6,000.00 TRD Premium Off-Road Package(Double Cab A/T) Advanced Technology Package LED Headlights and Fog Lights 50 State Emissions EXTERIOR COLOR: Accessories: $1,681.00 All-Weather Floor Liners Bed Mat 2 Bed Cleats' w Mudguards' 5-In.Oval Tube Steps-Black 2 TRD Front Skid Plate' Truck Bed D-Rings2 Barcelona Red Metallic A INTERIOR COLOR: City MPG" Highway MPG Black Leather $ ZZ Total MSRP:"' $47,921.00 1'MSRP excludes the Delivery,Processing,and Handling Fee of$1,095 for Cars(GR86,Avalon,Avalon HV,Camry,Camry HV,Corolla,Corolla HV,Corolla HE,GR Corolla,Mirai,Prius,Prius Prime,GR Supra,Toyota Crown),$1,335 for SUV/Van/Small Truck(4Runner,bZ4X,C-HR,Corolla Cross,Corolla Cross HEV,Highlander,Highlander HV,RAV4,RAV4 HV,RAV4 Prime,Sienna,Tacoma,Venza),$1,595 for Large SUV(Sequoia),and$1,795 for Large Truck(Tundra and Tundra Hybrid).(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery, Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure and may be subject to change at any time.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher. The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary."EPA-estimated or projected EPA-estimated'mpg rating.Use for comparison purposes only.Your mileage will vary for many `][J reasons,including your vehicle's condition and how/where you drive.See www.fueleconomy.gov."'Manufacturer's Suggested Retail Price,includes the Delivery,Processing and Handling Fee.(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery,Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher.The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary. YOTA Page 4 z Mileage Estimates O Mileage estimates(MPG city/highway/combined)4 18/22/20 QFuel tank(gal.) 21.1 () Price 66 Starting msrps $38,905 WToyotaCare No cost maintenance6 $0(NO COST) < 24-hour Roadside Assistance6 $0(NO COST) ® Mechanical/Performance • Engine 3.5-liter V6 direct-injection Atkinson-cycle engine with 278 hp @ 6000 rpm/265 lb.-ft.@ 4600 rpm < Engine 3.5-liter V6 DOHC 24-valve direct-injection Atkinson-cycle engine with VVT-iW(Variable Valve Timing-intelligent Wider Intake)and VVT-i(Variable Valve Timing-intelligent Exhaust),with 278 hp @ 6000 rpm/265 lb.-ft.©4600 rpm(bore x stroke:94.0 x 83.0 mm.;compression ratio:11.8) Emission Rating Low Emission Vehicle III(LEV-III) ® Transmission 6-speed Electronically Controlled automatic Transmission with intelligence(ECT-i) Drivetrain 4WDemand part-time 4WD with electronically controlled transfer case and Automatic Limited-Slip Differential(Auto LSD)7 Off-road Hill Start Assist Control(HAC)6 Off-road Electronically controlled locking rear differential Body Construction One-piece frame rails with eight cross members and fully boxed front sub-frame Suspension Coil-spring double-wishbone front suspension and stabilizer bar;leaf spring rear suspension with staggered outboard- mounted gas shock absorbers and stabilizer bar Suspension TRD Off-Road tuned suspension with Bilstein®9 shocks Steering Variable-assist power rack-and-pinion steering Brakes Power-assisted ventilated front disc brakes;rear drum brakes with tandem booster and Star Safety Systemm Off-Highway Tech Crawl Control(CRAWL)10 with Multi-Terrain Select(MTS) Off-road Approach/departure/breakover angle(degrees) 32/23.5/21 Ground clearance(in.) 9.4 Steering Turning circle diameter,curb-to-curb(ft.) 40.6 Exterior Dimensions(in.) Overall height 70.6 Overall width 75.2 Overall length 212.3 Wheelbase 127.4 Bed length 60.5 Bed height 19.1 Bed width(between wheelwells) 41.5 Track(front/rear) 63/63.2 Interior dimensions(in.)(front/rear-seat) Head room 39.7/38.3 Hip room 57.2/56.3 Leg room 42.9/32.6 Shoulder room 58.3/58.9 EPA passenger volume(cu.ft.)(front/rear) 57.5/42.6 262 Page 5 Ratios 4x4 transfer case ratio(high/low) 1.00:1/2.57:1 Differential ratio(automatic transmission) 3.909 Weight Curb weight(lb.)(@33%options) 4445 Payload(lb.)" 1155 Body Construction Gross Combined Weight Rating(GCWR)(lb.) 11360 Capacity Seating capacity 5 Towing Maximum towing capacity(lb.)12 6400 Tongue load(lb.) 640 Weights/Capacities Towing Class-IV towing hitch receiver,12 ATF cooler(not available on manual transmission),engine oil cooler,power steering cooler,130-amp alternator,4-and 7-pin connector with converter,and Trailer-Sway Control(TSC)73(V6 only) Tires Spare Full-size 263 Page 6 V) EXTERIOR • L61 ce 5-ft.Short Bed Deck rail system with four adjustable tie-down cleats and four fixed cargo F. Projector-beam headlights with LED Daytime Running Lights(DRL)and bed tie-down points ▪ integrated wide-angle fog lights 120V/400W14 deck-mounted AC power outlet 61.1LL Graygrille with smoked finish,color-keyed heated power outside mirrors 16-in.machined-contrast alloywheels with P265/70R16 tires with rn signal indicators,color-keyed door handles,black overfenders / < and chrome rear bumper Variable intermittent windshield wipers with mist cycle • Fiber-reinforced Sheet-Molded Composite(SMC)inner bed with steel outer Skid plate(s):on engine/front suspension ® panels,storage compartments and rail caps,with easy lower,lockable and Integrated color-keyed tailgate spoiler Q removable tailgate l— INTERIOR ® Smart Key System on driver and front passenger doors with Push Button Fabric-trimmed seats;10-way power-adjustable driver's seat including 2- Start(not available on M/T) way lumbar support;4-way adjustable front passenger seat Analog instrumentation with speedometer,tachometer,coolant Leather-trimmed tilt/telescopic steering wheel with audio and temperature and fuel gauges;4.2-in.color Multi-Information Display(MID) Btuetooth®76hands-free phone controls with outside temperature,odometer,tripmeters,average fuel economy and inclinometer with roll/pitch displays Leather-trimmed shift Lever Qi-compatible wireless smartphone and mobile device Three total USB ports:one USB media port,two USB charge ports17 charging15Compatible smartphone is placed on top of the power Power sliding rear window with privacy glass(Double Cab V6 only) transmission pad. Auto-dimming day/night rearview mirror Front dual zone automatic climate control with air filter and individual temperature settings for driver and front passenger Power windows and door locks AUDIO MULTIMEDIA Audio—includes 8-in.touchscreen,six speakers,Android AutoTn1s&Apple CarPlay®19&Amazon Alexa20 compatible,hands-free phone capability and music streaming16 via Bluetooth®16 wireless technology,SiriusXM®21 with 3- month Platinum Plan trial subscription.22 See toyota.com/audio-multimedia for details. SAFETY/CONVENIENCE Star Safety SystemTm—includes Vehicle Stability Control(VSC),23 Traction Tire Pressure Monitor System(TPMS)33 with individual tire location alert Control(TRAC),Anti-lock Brake System(ABS)with Electronic Brake-forces Class-IV towinghitch receiver,"ATF cooler(not available on manual Distribution(EBD),Brake Assist(BA) and Smart Stop Technology (SST) transmission),engine oil cooler,power steering cooler,130-amp alternator, Toyota Safety SenseTe"P</a>(TSS-P):26 Pre-Collision System w/Pedestrian 4-and 7-pin connector with converter,and Trailer-Sway Control(TSC)73(V6 Detection(PCS w/PD),27 Dynamic Radar Cruise Control(DRCC)28 Lane only) Departure Alert,29 Automatic High Beams(AHB)3° Child-protector rear door locks Driver and front passenger active headrests3l Driver and front passenger seat-mounted side airbags,driver and front Driver and front passenger Advanced Airbag System32 passenger knee airbags and front and rear Roll-sensing Side Curtain LATCH(Lower Anchors and Tethers for CHildren)includes lower anchors Airbags(RSCA)32 for front passenger seats on Access Cab and outboard rear seats on Engine immobilizer34 Double Cab CONNECTED SERVICES Safety Connect®</a>35—includes Emergency Assistance button,enhanced Service Connect</a>41—receive personalized maintenance updates and Roadside Assistance,36 Automatic Collision Notification and Stolen Vehicle vehicle health reports.Subscription required after trial.424G network Locator.37 Subscription required after trial 38 4G network dependent. dependent. Wi-Fi Connect</a>39—includes AT&T Wi-Fi hotspot.Subscription required after trial4°4G network dependent. 264 Paae 7 LJd CONNECTED SERVICES(continued) C' Remote Connect</a>43—remotely interact with your vehicle through the Toyota app44 via your smartwatch,45 Amazon Alexa-enabled devices,20 and h- Google Assistantm-enabled devices.46 Allowing you to lock/unlock doors, < start and stop the vehicle,locate your last parked location,check vehicle 61d status and monitor guest drivers.Subscription required after trial.d7 4G LC network dependent. U 265 Page 8 YOUR 2023T U N D RA Here's the Tundra Limited 4x4 CrewMax 5.5-Ft. Bed YOU BUILT Starting MSRP:` $54,515.00 Tundra Limited Exterior Color: $425.00 Supersonic Red' 1 / • ® Delivery,Processing and Handling Fee: $1,795.00 AIM Tundra Limited 4x4 CrewMax 5.5-Ft. Bed Options: $3,340.00 TRD Off-Road Package PVM+BSM Tow Mirrors 50 State Emissions EXTERIOR COLOR: rAccessories: $889.00 All-Weather Floor Liners' 11111M-, Dual Step Running Boards Black' 141111111111 Supersonic Red' . .. INTERIOR COLOR: City MPG' Ili Highway MPG Black SofTex5 2 17 22 Total MSRP:*** $60,964.00 'MSRP excludes the Delivery,Processing,and Handling Fee of$1,095 for Cars(GR86,Avalon,Avalon HV,Camry,Camry HV,Corolla,Corolla HV,Corolla HB,GR Corolla,Mirai,Prius,Prius Prime,GR Supra,Toyota Crown),$1,335 for SUV/Van/Small Truck(4Runner,bZ4X,C-HR,Corolla Cross,Corolla Cross HEV,Highlander,Highlander HV,RAV4,RAV4 HV,RAV4 Prime,Sienna,Tacoma,Venza),$1,595 for Large SUV(Sequoia),and$1,795 for Large Truck(Tundra and Tundra Hybrid).(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery, Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure and may be subject to change at any time.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher. The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary."EPA-estimated or projected EPA-estimated°mpg rating.Use for comparison purposes only.Your mileage will vary for many CO reasons,including your vehicle's condition and how/where you drive.See www.fueleconomy.gov."'Manufacturer's Suggested Retail Price,includes the Delivery,Processing and Handling Fee.(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery,Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher.The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary. 1YOTA Page 9 tn z Price Z O Starting MSRP5 $54,515 E. Mileage estimates u Mileage estimates(mpg city/highway/combined)67 17/22/19 LL ToyotaCare Ili No cost maintenance plane $0(No Cost) O. 24-hour Roadside Assistance' $0(No Cost) tf < Tires Type 265/60R20 all-season tires Z Spare Spare—full-size mounted under body • Mechanical/Performance CC Engine i-FORCE 3.4L Twin-Turbo V6,389 hp @ 5200 rpm,479 lb.-ft.@ 2400 rpm ® Valvetrain 24-valve DOHC aluminum cylinder heads with Dual Variable Valve Timing with intelligence(VVT-i);3445 c.c.aluminum engine block,85.5 x 100(mm.)bore x stroke,10.4:1 compression ratio >" Intake Twin turbochargers with electric wastegate valve actuators and water-cooled intercooler Fuel System D-4ST direct-injection and port-injection fuel system Ignition System Stop and Start Engine System(S&S)9 Ignition System Conventional 12V10 starter Exhaust system Stainless steel exhaust system Emission rating Low Emission Vehicle III(LEV-III) Drive Modes Eco,Normal and Sport driving modes Transmission 10-speed Electronically Controlled automatic Transmission with intelligence(ECT-i),sequential shift mode,and uphill/downhill shift logic Drivetrain 4WDemand part-time 4-Wheel Drive with electronically controlled 2-speed transfer case(high/low range)and Automatic Limited-Slip Differential(Auto LSD)" Suspension Independent double-wishbone front suspension;coil spring multi-link rear suspension Steering Electric Power Steering(EPS);power-assisted rack-and-pinion Brakes Power-assisted ventilated 13.9-in.front disc brakes with opposed dual-piston brake calipers;ventilated 13.6-in.rear disc brakes with single-piston calipers Brakes Electronically Controlled Braking(ECB)system Brakes Electric Parking Brake(EPB)12 Body/Frame Fully boxed high-strength steel ladder frame with hydraulic cab mounts Body/Frame Ultra high-strength steel cabin construction with aluminum hood and front door panels Body/Frame Active aero front spoiler Body/Frame Active grille shutters Towing Class-IV towing hitch receiver and wiring harness with 7-pin/4-pin connector'3 Towing Integrated Trailer Brake Controller(ITBC)14with Multi-Information Display(MID)screen and trailer brake type,gain and manual trailer brake output controls13 Drive Modes TOW/HAUL driving modes13 Off-road Engine and body undercovers Towing Trailer-Sway Control(TSC)15 Ratios 1st gear 4.92 2nd gear 3.26 3rd gear 2.35 4th gear 1.94 267 Page 10 5th gear 1.53 6th gear 1.19 7th gear 1.00 8th gear 0.80 9th gear 0.66 10th gear 0.61 Reverse 4.30 Axle ratio 3.31 Steering Steering wheel turns,lock-to-lock 3.4 Turning circle diameter,curb-to-curb(ft.) 48.6 Off-road Minimum approach/departure angle(degrees) 21.0/24.0 Minimum ground clearance(in.) 9.4 Exterior dimensions(in.) Bed depth 20.9 Bed width(total/between wheelwells) 58.7/48.7 Bed length 65.6 Wheelbase 145.7 Overall length 233.6 Track width(front/rear) 68.4/68.4 Overall width 80.2 Overall height 78.0 Interior dimensions,front/rear(in.) Shoulder room 65.0/62.4 Leg room 41.2/41.6 Hip room 62.6/60.5 Head room 41.0/38.5 Towing Maximum towing capacity(lb.)" 11,120 Weights/Capacities Maximum payload(lb.)16 1,740 Gross Vehicle Weight Rating(GVWR)(lb.) 7,230 Curb Weight(lb.) Base curb weight(lb.) 5,490 Seating Seating capacity 5 Fuel System Standard fuel tank(gal.) 32.2 268 Page 11 to 61J EXTERIOR Ce 20-in.gray-painted and machined-finish alloy wheels Tailgate release bump switch,located in driver's-side taillight LED headlights with Daytime Running Lights(DRL),auto on/off feature, "TUNDRA"stamped easy lower and lift tailgate with smart switch release and manual leveling adjustment LED center high-mount stop light(CHMSL)with integrated cargo lights ILI LL LED fog lights LED Trailer Reverse Assist(TRA)light < LED taillights Gloss-black-painted A-pillar ci Gray-painted horizontal-bar grille with satin chrome surround Black roof-mounted shark-fin antenna Z Washer-linked variable intermittent windshield wipers Chrome"TUNDRA"and"LIMITED"door badges,door handles and window Heated power auto-dimming outside mirror with turn signal and blind spot molding;color-keyed mirror caps and tailgate spoiler;gray-painted warning indicators,"and power-folding and reverse tilt-down features overfenders 5.5-ft.Short Bed "4x4"tailgate badge 0 Aluminum-reinforced composite bed construction Front door handles with touch-sensor lock/unlock feature Deck rail system16with four adjustable tie-down cleats and fxed cargo bed tie-down points INTERIOR Smart Key System with Push Button Start;remote keyless entry with lock, Front and rear assist grips unlock,panic and tailgate release functions,and remote illuminated entry Combination meter with analog gauges and 4.2-in.color TFT Multi- Power vertical rear window with defogger and privacy glass Information Display(MID)with fuel economy,Driver Assist,vehicle/trip Acoustic laminated windshield information,and warning messages Thin-bezel auto-dimming rearview mirror with HomeLink®21universal Power windows with one-touch auto up/down and jam protection transceiver Front and rear LED maplights SofTex®-trimmed2 seats;8-way power-adjustable driver and front Illuminated center console storage bin and glove box passenger seats with 2-way power-adjustable lumbar support Soft-touch instrument panel,center console and door surfaces Driver's-seat memory function Leather shift knob Heated front seats Backup camera19with projected path Heated and ventilated front seats Drive Mode Select(DMS)switch and dial 60/40 split,folding rear seat with center armrest and cup holders Rear-seat air vents Rear under-seat storage compartment with removable and adjustable partitions Fixed center console with gated shift lever,driving controls,four cup Dual zone automatic climate control with air filtration and individual holders,and center storage bin temperature settings for driver and front passenger Front 12V1°auxiliary power outlet Leather-trimmed manual tilt/telescopic steering wheel with phone,audio, Overhead console with rear window control,sunglasses storage and Safety display/infotainment,and Driver Assist controls Connect®m AUDIO MULTIMEDIA 14-in.Toyota Audio Multimedia touchscreen with 9-speaker audio system, wireless Apple CarPlay®22&Android AutoT"f23 compatible,SiriusXM®24 with 3-month Platinum Plan trial subscription.25 See toyota.com/audio- multimedia for details. 269 Page 12 to W SAFETY/CONVENIENCE(continued) c' Toyota Safety SenseTM 2.5(TSS 2.5)26 Pre-Collision System with Safety Connect®20—includes Emergency Assistance,Stolen Vehicle D Pedestrian Detection(PCS w/PD)27 Full-Speed Range Dynamic Radar Locator,36 Roadside Assistance37 and Automatic Collision Notification. l— Cruise Control(DRCC)28 Lane Departure Alert with Steering Assist(LDA Available by subscription.Complimentary one-year trial subscription.38 w/SA),29 Lane Tracing Assist(LTA),30 Automatic High Beams(AHB),31 Road (includes roof-mounted shark-fin antenna) W Sign Assist(RSA)32 LL Star Safety System"4—includes Vehicle Stability Control(VSC),39 Traction • Blind Spot Monitor(BSM)17 with Rear Cross-Traffic Alert(RCTA)33 and Trailer Control(TRAC),Anti-lock Brake System(ABS)with Electronic Brake-force re Merge Warning Distribution(EBD),Brake Assist(BA)40 and Smart Stop Technology®(SST)41 ® Front and Rear Parking Assist with Automatic Braking34 Drive-Start Control(DSC) Z E• Eight i bags sal airbags,including driver and passenger side,knee and curtain Hill Start Assist Control(HAC)42 I-- 3-point seatbelts for all seating positions;driver-side Emergency Locking le LATCH(Lower Anchors and Tethers for CHildren)includes lower anchors on Retractor(ELR)and Automatic/Emergency Locking Retractor(ALR/ELR)on all outboard second-row rear seats all passenger seatbelts O Child-protector rear door locks and power window lockout control Tire Pressure Monitor System(TPMS)43 } Driver and front passenger active headrests" CONNECTED SERVICES Safety Connect®</a>20—includes Emergency Assistance button,enhanced Remote Connect</a>52—remotely interact with your vehicle through the Roadside Assistance,37 Automatic Collision Notification and Stolen Vehicle Toyota app53 via your smartwatch,54 Amazon Alexa-enabled devices,55 and Locator.36 Subscription required after trial.45 4G network dependent. Google AssistantTM-enabled devices 56 Allowing you to lock/unlock doors, start and stop the vehicle,locate your last parked location,check vehicle Wi-Fi Connect</a>46—includes AT&T Wi-Fi hotspot and Integrated status and monitor guest drivers.Subscription required after trial.57 4G Streaming(Apple Music and Amazon Music )compatibility.1-month network dependent. trial subscription for music services.Subscription required after trial.49 4G network dependent. Drive Connect 58—includes Cloud Navigation59 with Google Points of Interest(POI)data,Intelligent Assistant"with Hey,Toyota,and Service Connect</a>50—receive personalized maintenance updates and Destination Assist.61 Subscription required after trial."4G network vehicle health reports.Subscription required after trial.514G network dependent. p dependent. 270 Page 13 2023 RAV4 Hybrid LE? AWD, 25L 4-Cyt. Hybrid, ECVT 0 Estimate Payments STARTING FISRP S30,725 EXTERIOR COLOR / Ice Cap SO INTERIOR COLOR stack Fabric SO PACKAGES / Rear cargo area cover S90 Rear cargo area cover,SO State Emtssions ACCESSORIES ? DELIVERY,PR.00ESSING&HANDLING FEE $1,335 ToyotaCare $0(NO'COS1)* No cost maintenance plan and roadside assistance TOTAL PRICE(MSRP)(AS BUILT)* $32,150 Vehicle builds may vary by location,please contact your dealer to find your match. - `7-- " R:ellYeA q424:(.4e Build Another Vehicle 17 Email Your Toyota ill Download Details Print Summary 271 Page 14 YOUR 2023TA C O M A Here's the Tacoma SR5 3.5L V6 engine AT 4x2 5-ft. bed Double Cab YOU BUILT Starting MSRP:" $34,130.00 Tacoma SR5 -- t Delivery,Processing and Handling Fee: $1,335.00 c Tacoma SR5 3.5L V6 engine AT 4x2 5-ft. bed Double Cab Options: $500.00 SX Package 50 State Emissions EXTERIOR COLOR: 1111. Ice Cap o INTERIOR COLOR: City MPG" 52 Highway MPG Black with Red Accent 19 24 Stitching Fabric Total MSRP:— $35,965.00 MSRP excludes the Delivery,Processing,and Handling Fee of$1,095 for Cars(GR86,Avalon,Avalon HV,Camry,Camry HV,Corolla,Corolla HV,Corolla H8,GR Corolla,Mirai,Prius,Prius Prime,GR Supra,Toyota Crown),$1,335 for SUV/Van/Small Truck(4Runner,bZ4X,C-HR,Corolla Cross,Corolla Cross HEV,Highlander,Highlander HV,RAV4,RAV4 NV,RAV4 Prime,Sienna,Tacoma,Venza),$1,595 for Large SUV(Sequoia),and$1,795 for Large Truck(Tundra and Tundra Hybrid).(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery, Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure and may be subject to change at any time.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher. The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary."EPA-estimated or projected EPA-estimated'mpg rating.Use for comparison purposes only.Your mileage will vary for many reasons,including your vehicle's condition and how/where you drive.See www.fueleconomy.gov.'"Manufacturer's Suggested Retail Price,includes the Delivery,Processing and Handling Fee.(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery,Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher.The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary. 2^YOTA Pape 15 V z Mileage Estimates ® Mileage estimates(MPG city/highway/combined), 19/24/21 QFuel tank(gal.) 21.1 U Price LI- Starting msrp3 $34,130 IJJ• ToyotaCare • No cost maintenance' $0(NO COST) 24-hour Roadside Assistance' $0(NO COST) ®• Mechanical/Performance u Engine 3.5-liter V6 direct-injection Atkinson-cycle engine with 278 hp @ 6000 rpm/265 lb.-ft.@ 4600 rpm < Engine 3.5-liter V6 DOHC 24-valve direct-injection Atkinson-cycle engine with VVT-iW(Variable Valve Timing-intelligent Wider Intake)and VVT-i(Variable Valve Timing-intelligent Exhaust),with 278 hp @ 6000 rpm/265 lb.-ft.@ 4600 rpm(bore x stroke:94.0 x 83.0 mm.;compression ratio:11.8) • Emission Rating Low Emission Vehicle III(LEV-III) O Transmission 6-speed Electronically Controlled automatic Transmission with intelligence(ECT-i) Drivetrain Rear-Wheel Drive(RWD)with Automatic Limited-Slip Differential(Auto LSD), Off-road Hill Start Assist Control(HAC)6 Body Construction One-piece frame rails with eight cross members and fully boxed front sub-frame Suspension Coil-spring double-wishbone front suspension and stabilizer bar;leaf spring rear suspension with staggered outboard- mounted gas shock absorbers and stabilizer bar Steering Variable-assist power rack-and-pinion steering Brakes Power-assisted ventilated front disc brakes;rear drum brakes with tandem booster and Star Safety Systemmi Off-road Approach/departure/breakover angle(degrees) 29/23.5/21 Ground clearance(in.) 9.4 Steering Turning circle diameter,curb-to-curb(ft.) 40.6 Exterior Dimensions(in.) Overall height 70.6 Overall width 74.4 Overall length 212.3 Wheelbase 127.4 Bed length 60.5 Bed height 19.1 Bed width(between wheelwells) 41.5 Track(front/rear) 63/63.2 Interior dimensions(in.)(front/rear-seat) Head room 39.7/38.3 Hip room 57.2/56.3 Leg room 42.9/32.6 Shoulder room 58.3/58.9 EPA passenger volume(cu.ft.)(front/rear) 57.5/42.6 Ratios Differential ratio(automatic transmission) 3.909 Weight 273 Paae 16 Curb weight(lb.)(@33%options) 4205 Gross Vehicle Weight Rating(GVWR)(lb.) 5600 Payload(lb.)7 1395 Body Construction Gross Combined Weight Rating(GCWR)(lb.) 11360 Capacity Seating capacity 5 Towing Maximum towing capacity(lb.)8 6700 Tongue load(lb.) 670 Weights/Capacities Towing Class-IV towing hitch receiver,'ATF cooler(not available on manual transmission),engine oil cooler,power steering cooler,130-amp alternator,4-and 7-pin connector with converter,and Trailer-Sway Control(TSC)9(V6 only) Tires Spare Full-size 274 • Paae 17 V) EXTERIOR LU L1; 5-ft.Short Bed Deck rail system with four adjustable tie-down cleats and four fixed cargo I.— Projector-beam headlights with turn Daytime Running Lights(DRL)and bed tie-down points integrated fog lights 16-in.dark gray alloy wheels with P245/75R16 tires LLCharcoal grille with chrome surround,color-keyed heated power outside Variable intermittent windshield wipers with mist cycle mirrors,door handles and chrome rear bumper(V6 adds color-keyed < overfenders) Skid plate(s):on engine/front suspension 0• Fiber-reinforced Sheet-Molded Composite(SMC)inner bed with steel outer Integrated color-keyed tailgate spoiler panels,storage compartments and rail caps,with easy lower,lockable and U removable tailgate I- 134 • INTERIOR ® Smart Key System on driver and front passenger doors with Push Button Leather-trimmed tilt/telescopic steering wheel with audio and >- Start(not available on M/T) Bluetooth®10hands-free phone controls Analog instrumentation with speedometer,tachometer,coolant Three total USB ports:one USB media port,two USB charge ports11 temperature and fuel gauges;4.2-in.color Multi-Information Display(MID) with outside temperature,odometer,tripmeters and average fuel economy Power sliding rear window with privacy glass(Double Cab V6 only) Auto-dimming day/night rearview mirror Front dual zone automatic climate control with air filter and individual temperature settings for driver and front passenger Fabric-trimmed seats;10-way power-adjustable driver's seat including 2- way lumbar support;4-way adjustable front passenger seat Power windows and door locks AUDIO MULTIMEDIA Audio—includes 8-in.touchscreen,six speakers,Android AutoTh112&Apple CarPlay®13&Amazon Alexa14 compatible,hands-free phone capability and music streaming1'via Bluetooth®10 wireless technology,SiriusXM®15 with 3- month Platinum Plan trial subscription?'See toyota.com/audio-multimedia for details. SAFETY/CONVENIENCE Star Safety SystemTM—includes Vehicle Stability Control(VSC),17 Traction Tire Pressure Monitor System(TPMS)27 with individual tire location alert Control(TRAC),Anti-lock Brake System(ABS)with Electronic Brake-force Distribution(EBD),Brake Assist(BA)18 and Smart Stop Technology®(SST)19 Class-IV towing hitch receiver,'ATF cooler(not available on manual transmission),engine oil cooler,power steering cooler,130-amp alternator, Toyota Safety SenseTM P</a>(TSS-P)2°Pre-Collision System w/Pedestrian 4-and 7-pin connector with converter,and Trailer-Sway Control(TSC)9(V6 Detection(PCS w/PD),21 Dynamic Radar Cruise Control(DRCC),22 Lane only) Departure Alert,"Automatic High Beams(AHB)24 Child-protector rear door locks Driver and front passenger active headrests25 Driver and front passenger seat-mounted side airbags,driver and front Driver and front passenger Advanced Airbag System26 passenger knee airbags and front and rear Roll-sensing Side Curtain LATCH(Lower Anchors and Tethers for CHildren)includes lower anchors Airbags(RSCA)26 for front passenger seats on Access Cab and outboard rear seats on Engine immobilizer28 Double Cab CONNECTED SERVICES Safety Connect®</a>29—includes Emergency Assistance button,enhanced Service Connect</a>35—receive personalized maintenance updates and Roadside Assistance,30 Automatic Collision Notification and Stolen Vehicle vehicle health reports.Subscription required after trial.36 4G network Locator.31 Subscription required after trial.32 4G network dependent. dependent. Wi-Fi Connect</a>33—includes AT&T Wi-Fi hotspot.Subscription required after trial.34 4G network dependent. 275 Pacae 18 YOUR 2023TA C O M A Here's the Tacoma TRD Off-Road 3.5L V6 engine AT 4x4 5- ft. bed Double Cab YOU BUILT Starting MSRP:* $38,905.00 Tacoma TRD Off-Road linDelivery,Processing and Handling Fee: $1,335.00 61.11100104110 �v� '/(. tom' 1pi 1�r Tacoma TRD Off-Road 3.5L V6 engine AT 4x4 5-ft.bed Double Cab Options: $485.00 LED Headlights and Fog Lights 50 State Emissions Accessories: $179.00 All-Weather Floor Liners' EXTERIOR COLOR: -"NV IDc .: -- ....... , C ' Ice Cap ,r i' 61101116 INTERIOR COLOR: City MPG Highway MPG Cement/Black Fabric 18 ifi 22 Total MSRP:"' $40,904.00 'MSRP excludes the Delivery,Processing,and Handling Fee of$1,095 for Cars(GR86,Avalon,Avalon HV,Camry,Camry HV,Corolla,Corolla HV,Corolla HB,GR Corolla,Mirai,Prius,Prius Prime,GR Supra,Toyota Crown),$1,335 for SUV/Van/Small Truck(4Runner,bZ4X,C-HR,Corolla Cross,Corolla Cross HEV,Highlander,Highlander HV,RAV4,RAV4 HV,RAV4 Prime,Sienna,Tacoma,Venza),$1,595 for Large SUV(Sequoia),and$1,795 for Large Truck(Tundra and Tundra Hybrid).(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery, Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure and may be subject to change at any time.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher. The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary."EPA-estimated or projected EPA-estimated,mpg rating.Use for comparison purposes only.Your mileage will vary for many reasons,including your vehicle's condition and how/where you drive.See www.fueleconomy.gov."'Manufacturer's Suggested Retail Price,includes the Delivery,Processing and Handling Fee.(Historically,vehicle manufacturers and distributors have charged a separate fee for processing,handling and delivering vehicles to dealerships.Toyota's charge for these services is called the"Delivery,Processing and Handling Fee"and is based on the value of the processing,handling and delivery services Toyota provides as well as Toyota's overall pricing structure.Toyota may make a profit on the Delivery,Processing and Handling Fee.)Excludes taxes,license,title and available or regionally q required equipment.The Delivery,Processing and Handling Fee in AL,AR,FL,GA,LA,MS,NC,OK,SC and TX will be higher.The published prices do not apply to Puerto Rico and the U.S.Virgin Islands.Actual dealer price will vary. ^YOTA Paae 19 z Mileage Estimates 0 Mileage estimates(MPG city/highway/combined), 18/22/20 EFuel tank(gal.) 21.1 U Price LL Starting msrp4 $38,905 ToyotaCare CL No cost maintenances $0(NO COST) 24-hour Roadside Assistance' $0(NO COST) ® Mechanical/Performance • Engine 3.5-liter V6 direct-injection Atkinson-cycle engine with 278 hp @ 6000 rpm/265 lb.-ft.@ 4600 rpm < Engine 3.5-liter V6 DOHC 24-valve direct-injection Atkinson-cycle engine with VVT-iW(Variable Valve Timing-intelligent Wider Intake)and VVT-i(Variable Valve Timing-intelligent Exhaust),with 278 hp @ 6000 rpm/265 lb.-ft.@ 4600 rpm(bore x stroke:94.0 x 83.0 mm.;compression ratio:11.8) Emission Rating Low Emission Vehicle III(LEV-III) ® Transmission 6-speed Electronically Controlled automatic Transmission with intelligence(ECT-i) Drivetrain 4WDemand part-time 4WD with electronically controlled transfer case and Automatic Limited-Slip Differential(Auto LS D)6 Off-road Hill Start Assist Control(HAC)7 Off-road Electronically controlled locking rear differential Body Construction One-piece frame rails with eight cross members and fully boxed front sub-frame Suspension Coil-spring double-wishbone front suspension and stabilizer bar;leaf spring rear suspension with staggered outboard- mounted gas shock absorbers and stabilizer bar Suspension TRD Off-Road tuned suspension with Bilstein®s shocks Steering Variable-assist power rack-and-pinion steering Brakes Power-assisted ventilated front disc brakes;rear drum brakes with tandem booster and Star Safety SystemTM Off-Highway Tech Crawl Control(CRAWL),with Multi-Terrain Select(MTS) Off-road Approach/departure/breakover angle(degrees) 32/23.5/21 Ground clearance(in.) 9.4 Steering Turning circle diameter,curb-to-curb(ft.) 40.6 Exterior Dimensions(in.) Overall height 70.6 Overall width 75.2 Overall length 212.3 Wheelbase 127.4 Bed length 60.5 Bed height 19.1 Bed width(between wheelwells) 41.5 Track(front/rear) 63/63.2 Interior dimensions(in.)(front/rear-seat) Head room 39.7/38.3 Hip room 57.2/56.3 Leg room 42.9/32.6 Shoulder room 58.3/58.9 EPA passenger volume(cu.ft.)(front/rear) 57.5/42.6 277 Page 20 Ratios 4x4 transfer case ratio(high/low) 1.00:1/2.57:1 Differential ratio(automatic transmission) 3.909 Weight Curb weight(lb.)(@33%options) 4445 Payload(lb.)bo 1155 Body Construction Gross Combined Weight Rating(GCWR)(lb.) 11360 Capacity Seating capacity 5 Towing Maximum towing capacity(lb.)" 6400 Tongue load(lb.) 640 Weights/Capacities Towing Class-IV towing hitch receiver,"ATF cooler(not available on manual transmission),engine oil cooler,power steering cooler,130-amp alternator,4-and 7-pin connector with converter,and Trailer-Sway Control(TSC)12(V6 only) Tires Spare Full-size 278 Paae 21 t) EXTERIOR LJ.I e' 5-ft.Short Bed Deck rail system with four adjustable tie-down cleats and four fixed cargo Projector-beam headlights with LED Daytime Running Lights(DRL)and bed tie-down points • integrated wide-angle fog lights 120V/400W13 deck-mounted AC power outlet LU Gray grille with smoked finish,color-keyed heated power outside mirrors 16-in.machined-contrast alloy wheels with P265/70R16 tires with turn signal indicators,color-keyed door handles,black overfenders and chrome rear bumper Variable intermittent windshield wipers with mist cycle 0 • Fiber-reinforced Sheet-Molded Composite(SMC)inner bed with steel outer Skid plate(s):on engine/front suspension panels,storage compartments and rail caps,with easy lower,lockable and Integrated color-keyed tailgate spoiler Q removable tailgate I-- • INTERIOR O Smart Key System on driver and front passenger doors with Push Button Fabric-trimmed seats;10-way power-adjustable driver's seat including 2- >- Start(not available on M/T) way lumbar support;4-way adjustable front passenger seat Analog instrumentation with speedometer,tachometer,coolant Leather-trimmed tilt/telescopic steering wheel with audio and temperature and fuel gauges;4.2-in.color Multi-Information Display(MID) Bluetooth®15hands-free phone controls with outside temperature,odometer,tripmeters,average fuel economy and inclinometer with roll/pitch displays Leather-trimmed shift lever Qi-compatible wireless smartphone and mobile device Three total USB ports:one USB media port,two USB charge ports16 charging 14Compatible smartphone is placed on top of the power Power sliding rear window with privacy glass(Double Cab V6 only) transmission pad. Auto-dimming day/night rearview mirror Front dual zone automatic climate control with air filter and individual temperature settings for driver and front passenger Power windows and door locks AUDIO MULTIMEDIA Audio—includes 8-in.touchscreen,six speakers,Android AutoT"7&Apple CarPlay®18&Amazon Alexa19 compatible,hands-free phone capability and music streaming15 via Bluetooth®15 wireless technology,SiriusXM®�0 with 3- month Platinum Plan trial subscription?'See toyota.com/audio-multimedia for details. SAFETY/CONVENIENCE Star Safety SystemTm—includes Vehicle Stability Control(VSC),22 Traction Tire Pressure Monitor System(TPMS)32 with individual tire location alert Control(TRAC),Anti-lock Brake System(ABS)with Electronic Brake-force Distribution(EBD),Brake Assist(BA)23 and Smart Stop Technology®(SST)24 Class-IV towing hitch receiver,11 ATF cooler(not available on manual transmission),engine oil cooler,power steering cooler,130-amp alternator, Toyota Safety SenseTM P</a>(TSS-P):25 Pre-Collision System w/Pedestrian 4-and 7-pin connector with converter,and Trailer-Sway Control(TSC)12(V6 Detection(PCS w/PD);6 Dynamic Radar Cruise Control(DRCC),27 Lane only) Departure Alert,"Automatic High Beams(AHB)29 Child-protector rear door locks Driver and front passenger active headrests30 Driver and front passenger seat-mounted side airbags,driver and front Driver and front passenger Advanced Airbag System" passenger knee airbags and front and rear Roll-sensing Side Curtain LATCH(Lower Anchors and Tethers for CHildren)includes lower anchors — Airbags(RSCA)31 for front passenger seats on Access Cab and outboard rear seats on Engine immobilizer33 Double Cab CONNECTED SERVICES Safety Connect®</a>34—includes Emergency Assistance button,enhanced Service Connect</a>40—receive personalized maintenance updates and Roadside Assistance,35 Automatic Collision Notification and Stolen Vehicle vehicle health reports.Subscription required after trial.'"4G network Locator.36 Subscription required after trial.37 4G network dependent. dependent. Wi-Fi Connect</a>38—includes AT&T Wi-Fi hotspot.Subscription required after trial.394G network dependent. 279 Page 22 to LLJ CONNECTED SERVICES(continued) X Remote Connect</a>42—remotely interact with your vehicle through the • Toyota app43 via your smartwatch 44 Amazon Alexa-enabled devices,19 and 6® Google AssistantT"-enabled devices 45 Allowing you to lock/unlock doors, < start and stop the vehicle,locate your last parked location,check vehicle W status and monitor guest drivers.Subscription required after trial.46 4G LL network dependent. 0 LI 280 Paae 23 Line B Supporting Documentation Cost History Information from Public Works Dept: ASSET NUMBER COST HISTORY FOR TUNDRAS 07/01/2021 TO 06/30/2022 Qty. Vehicle Description - ost 2017 Toyota Tundra $3,694.38 2017 Toyota Tundra $5,196.53 2017 Toyota Tundra $4,400.15 Total $13,291.06 Average Annual Mainitenace $4,430.35 Operational Expansion • To meet the needs for our current operation,there is a total increase of 5 vehicles in this proposed agreement. • Current Fleet: 19 Total �.� • �, 0 10 Tacomas o 3 Tundras o 1 Sequoia F� o 1 Rav4 o 2 Tacomas 2x2-Parking o 2 Tacomas 4x4- Beach Maintenance • New Fleet Request: 24 Total O 11 Tacomas - NGT��/ o 8 Tundras '4�Ot\ \M(ORPOR�lfp •e, O 1 Rav4 �t� 9�• o 2 Tacomas 2x2-Parking • • o 2 Tacomas 4x4- Beach Maintenance • ' er \9 • Total Increase of 5 Vehicles --e°01VTY r I, Radio and Equipment Upfittinq Costs Description Division Quantity Estimated Costs Total Radio Equipment Install for 5 Additional Vehicles Public Works-Fleet 5 $ 570 $ 2,850 Radio Equipment Items for 5 Additional Vehicles Fire-Marine Safety 5 $ 9,077 $ 45,387 Vehicle Upfit Labor and Items Fire-Marine Safety 24 $ 11,193 $268,632 Total Radio and Equipment Upfitting Request $316,869 Cost Estimates 281 Page 24 Description Amount Public Works Dept Shop Rate 143 x 4 Hours of Labor to Install Radio 570 x 5 Radios $ 2,850 Radio Equipment Install for 5 Additional Vehicles:$2,850 Note: Heavy truck vendors rates are approximately$350 per hour_ Description Amount 1 Radio item (Motorola Quote) $ 7,502 x 10%Anticipated Price Increase#1 750 1 Radio Item Price After 1st Price increase $ 8,252 x 10%Anticipated Price Increase#2 825 Radio Item Price After 2nd Price Increase $ 9,077 x 5 Radios $ 45,387 Radio Equipment Items for 5 Additional Vehicles:$45,387 Note: Per Vendor,the vendor did not apply price increase during Covid and the vendor is anticipating 2 price increases within the year. Description Amount 1 Vehicle Upfit Labor and Items(Lehr Quote) $ 11,193 x 24 New Vehicles $ 268,632 Vehicle UM Labor and Items for 24 New Vehicles:$268,032 Cost Estimates 282 Page 25 . .A IVICAT'OROLA soLunons QUOTE-2031425 AXP6500 DUAL HEAD RADIO QUOTE BIlling Address: Quote Date:01/31/2023 HUNTINGTON BEACH FIRE Expiration Date:0401/2023 DEPT.CITY OF Quote Created By: 2000 MAIN ST Mark Carry HUNTINGTON BEACH. MR Account Manager mark.cany)1±bearoom.com CA 92648 3102613620 US End Customer. HUNTINGTON BEACH FIRE DEPT,CITY OF EDDIE CORELLA ecorella@surfcity-lib.org 714 536 5461 Contract 22477-ORANGE COUNTY CA Line* Item Ndrnber ' Desnintion . ' QV List Price, Sale Price Ext.Sale Price APX"4 6500/Enh Series 5.5 APX 6500 ENHANCED 1 $6,656.64 $6,776.37 DUAL CONTROL HEAD W111-1 ENCRYPTION APX 1 M2SURS9PW1EIN APX6500 ENHANCED 7/800 1 $3,253.00 $2.379.45 $2.379.45 MHZ MOBILE la GA09008AA ADD:GROUP SERVICES 1 $165.00 $119.63 $119.63 lb G996AS ENH:OVER THE AIR 1 $11100 $79.75 $79.75 PROVISIONING lc GA00235AA. ADD:NO GPS ANTENNA 1 $0.00 $0.00 $0.00 NEEDED APX ld G628AC ADD:REMOTE MOUNT 2 $17.00 $13.60 $27.20 CABLE 17 FT APX le G51AU ENH:SMARTZONE 1 $1.32100 $957.00 S957.00 OPERATION APX6500 if G670U ADD:REMOTE MOUNT 07 1 $327.00 $237.013 $237.08 APXM lg G78AT ENH:3 YEAR ESSENTIAL 1 $176.00 $176.00 $176.00 Svc lb GA00092AV ADD:APXM DUAL 07 CH 1 $627.06 $454.58 $454.56 (STANDARD KEYPAD) Go mylvsstrrth inkm:747:::ra quIsayr40:ard5raEazticectb ttethvart"srt carritires..id 5 al 1oeiicta5Mv1 p. Iaoot:rent:Cract the =nercril Mr i=emUntherbilth. I,Od II a thotams%Salaam D-e era woe Monroe.Wild glatrs-EOM-It 35-11158D0 Cost Estimates 283 Page 26 .. .. ._ . . ,AA MOTOROLA SOLUTIONS QUOTE-2031425 .1 AXP6500 DUAL HEAD RADIO QUOTE . • . Lineif . Item Number - ' Description Qttif Lrst Puce Sale Price Ext Sale Pace 11 G298AS ENH:ASTRO 25 OTAR W/ 1 $814.00 $593.15 $590.15 MULT1KEY lj B18CR ADD:AUXILIARY SPKR 7.5 2 $66,00 $47.85 $95.70 WATT APX 1k G1343A1-1 ADD:AES ENCRYPTION AND 1 $523.00 $379.18 $379.18 ADP 11 GA013805AA ADD:APX 07 CONTROL 1 $595.03 5503.88 $503.88 HEAD(STANDARD KEYPAD) lm G444AH ADD:APX CONTROL HEAD 1 $0.00 $0.00 $0.00 SOFTWARE In G335AW ADD:ANT 1/4 WAVE 1 $15.00 $10.88 $10.88 762-870MHZ lo G80613L ENH:ASTRO DIGITAL CAI OP 1 5567.03 $411.08 $411.013 APX 1p W22BA ADD:STD PALM 2 $79.00 $57.213 $114.56 MICROPHONE APX 1q G361AH ENI4:P25 TRUNKING 1 $330.09 $239.25 $239.25 SOFTWARE APX Product Services 2 LSVO3Q01073A DEVICE MISCELLANEOUS 1 $115.33 $115.33 $115.33 DEVICE PARTS/EQUIPMENT h1835 Product Services 3 HKN61588 r-APLE.REMOTE MOUNT. 1 $89.76 $71.80 $71.80 10M Subtotal $6.962.55 Estimated Tax $539.60 Grand Total $7,502.15(USD) Notes: QAnysoltas Is rosacbsn ratxoltefolahlim Mast sles quite Is bssell ai ard,atdsubject la tha fermi Ind orrtittrts.dr&val d Ertl amazed ercier%Mien ositract between aelomrs aril Sklardo 0:*.2.116Winsi th. I ye:snarl:LI:13 au"NsrtmsaCizsitarsf.,:rxrdze Nut:r ared?.chsentes CO temsoirampfly(aralf-iss=:).ff risc,==esmffledat beissem Mica' Mstarala Schfinns.Vc RE We:W.4w"tat Shim.60561-I;3541159.7G Cost Estimates 284 Page 27 cg.# 4 Sales Quote Ly,-....,...:--,71;i j 1:::::7::: : i77 Page: 1 1370 North McCan Street Anaheim,CA 92806 Quote Number: 37746 PhDne:714-913B-4830 Fax 714-414-0244 Document Date: W18/2022 Term Net 313 Payment Method: Sell City of Huntington Beach Ship City Of Huntington Beach To: Folcroft Sterimg To Marine Safety PO Box 7134 1a3 Paciftc Coast Hwy Huntington Bead CA 92648 Huntington Beach,CA 92648 Phone: Phone 80D-982-846B Ship Via installation at Lehr Customer tD 313165 Tax Ident Type Legal Entity SalesPerson Beau Shurnway Vehicle Information: PRICES ARE VALID FOR 30 DAYS FROM DATE OF QUOTE UNLESS OTHERWISE SPECIFIED Manufacdner Item No. Description Name Quantity Unit Price Total Price 3 New Tundra pro:oct L IABOR OIARGES-De-irmtalf Ligditbar,.Podia,and front Lobar Items G 105.00 G30.03 .ionaker for se use L LABOR CHARGES Lobar Items EG 105.00 S.930483 TUR ION 7-SEP1ES LINEAR SUPER-LED,PSD(grilll Whekn 4 97.133 SIt PROM se-use strip gmaker SAIG, SPEAKER BRACKET Whalen 3 23A3 00.20 Roof Equipment le-use:trip ligitt bar barn tatiM STPKT1011 LIGHTSAR STRAP KIT 3103 Whdan 3 GAS 207.03 site Equipment MR ION 1-SERIES.LINEAR SUER-LUX RED Whalen 12 97.33 1,1 7310 fender Ii4iiting far iMersertimn-Y able to End mluticti w/no body hal= Drivels Compartment C339 aNCOM CORE VACK CONTRC4.CENTER Whelan 3 1,04 .00 3,147.03 CCM WeCareX ROTARY KNOMIDE CONTROL HEAD WhAn 3 CCP CORE CONTROL POINT Itequired to male older gen lisle bar Whalen 3 12133 307D3 work with aantrollerI 993 POS1AIG WAG Code 2 3 61341 13003 Sad End Ecdipancrt LEER LEGO03 SMELL LEER CAMPER SHELL,LEGEND MOOD.-MATTO SPECS Misc Part 3 2,419.03 3,737.30 Tay=Super Sonic Red wi bult in THULE Tto:P.ac II DTA 2322 TOYOTA 11UNIAA 6.5'0 ED Mix Parts a 1,304:49 3,31497 AD20LOCICaT LOCI FOR DECKED DRAWER SYSTEMS Afar Parts a 4.2.53 127S0 NPN CG1933-7243,-Clrgo glide mounted to top of DECO!)system Servo Items 3 lasazo 4,19710 INSTALL INSTALL MATERIALS Senim Dumas a 275.80 1125.03 Cost Estimates 285 Page 28 Sales Quote LT7I Page: 2 1370 North McCall Street Anaheim CA 62806 Quote Number 37746 PhonE 714-6884830 Fmc 714-414-0244 Document DaM: 8J13j2G22 Termr Net 30 Pop/Tient Metho-± Sell City of Huntington Beach Ship City Of Huntington Beach To: Forcrat Starring To: Marine Safety PO Box 784 103 Pacific Coast Hwy Huntington Reach,CA 92648 Huntington Beach,CA 62648 Phone: Phone.800-682-S46B Ship Via Installation at Lehr Customer tO 30165 Tax Went Type Legal Entity SalesPerson Beau Shumway Vehicle Information: PRICES ARE VALID FOR 30 DAYS FROM DATE OF QUOTE UNLESS OTHERWISE SPECIFIED Manufacturer Item No. Description Name Quantity Unit Price Total Price F Shipping Charges Senhce kerns 3 zonal WOO) Agency Approval Amount 51.1sject to Sales Tax Subtotat 31,751.70 Name: 23E01.70 Total Sales Mc 1828.36 Amount Exempt from Sales Tax Auth.Signature: E1,160.02 Tot& 33,580.06 PLEASE BEAD:No renirra without approval end an MA*will be accepted.All shortages,damage,or return claims must be made within 10 days of invoice date.NO EXCEPT-MS.A copy of the invoice and RMA paperwork must be shipped with returns.All return orders or cancellations are subject to a 25%restocking fee plus freight Any change orders made 60 days prior to the installation date may be subject to a production delay and pricing changes. PRICES ARE SUBJECT 1PO CHANGE WITHOUT NOTICE $33,580.06 for 3 New Vehicle Upfits $11,193 for 1 New Vehicle Upfits $268,632 for 24 New Vehicle Upfits Cost Estimates 286 Page 29 14e\c%°T G 4, •► ...-tomoR,47;,••% •_---__ ___ � 63 ••• Authorize Execution of an • , c, Agreement with Toyota for Vehicles for Marine Safet- - ; I Beach Parking , and w/7,41 Beach Maintenance % ,Sk•.• AT co ; 7 ' , > Huntington Beach Fire Department NT ..�„� �►/ February 21 , 2023 t��'/, 287 ■era Iona History . , • 2008 - First Contract with Toyota x �' t i. o Fleet Consisted of: i -,..„. ' -' .' --::*'-- Ir 1 / ' . '. , ,:-.1. ' ' • 10 Tacomas • 3 Tundras f :- 1 • 1 Sequoi 'blkillifta ��►1, I x k @ R P.�: • 1 Rav4 .. .• , �. 4 nrrai"nrt y • 2 Tacomas 2x2 - Parking A. • 2 Tacomas 4x4 - Beach Maintenance ''a � • 2013 - Increased Jurisdiction to include Sunset Beach o Continued with the Marine Safety fleet of 15 vehicles. ,1'' ��i11NTINor II (` ...0 ORPORATF O'/. \ �•• \ • 2020 - Increased Operation - Created a need for more response units �� _ = = _,'•.�`�� o Increased operation w/ actively guarding/patrolling all beaches within k _ . _; Huntington Harbour. \ ; J—_ - Q o Added an additional (1 ) on-call unit for safety for a total of `\�'�,°••. = _ //�� 1 (2) on-call units staffed per night. "OUNTY s;' i0i Operational ,_., ,,,,,..„ „TT:,,,,,,„:„, „...„,„, . . ,„7.,,,,,„ „,, „„,,,,,,„,,, ...• To meet the needs for our current operation, there is a total ,,, ,'.;N,!,:p.,-,. 4'. increase of 5 vehicles in this proposed agreement. w,a i ,:7--,,,, , - , , • Current Fleet: 19 Total -� �� r ".. f.-,:-:::::,`,:f_N„:::;,.x,...k11:::.':„.:...--..,,,,,,:,..,,,,,„, '',./....i 0 10 Tacomas ,""� 0 3 Tundras � _6' 0 1 Sequoia i 0 1 Rav4 0 2 Tacomas 2x2 - Parking _ , �' " �° 0 2 Tacomas 4x4 - Beach Maintenance �� • New Fleet Request: 24 Total �or�dr�- 0 11 Tacomas �# vN 6 -rIN To 0 8 TundrasAl' o`, '•..NtoRPORATFO�••. t� 0 1 Rav4 1e->, 'us\\ 0 2 Tacomas 2x2 - Parking "s = __ 0 2 Tacomas 4x4 - Beach Maintenance ` c`: - =;Y= _.r 1� ,•' ' 4 • Total Increase of 5 Vehicles -�DUNT`t '��i00 Cost Savings Model Oty MSRP'$ DivisionTotal from Toyota '=4-,'-',f:"f*4'w-='=-;::7'.• 4-''4; = tVvebsiref. Tacoma 4x4 Double Cab 11 $ 47,921 Fire-Marine Safety $ 527,131 Tundra 4x4 8 $ 80,964 Fire-Marine Safety $ 487,712 RoW4 1 $ 32,150 Fire-Marine Safety $ 32,150 Tacoma 4x2 2 $ 35,965 Community Services-Beach Parking $ 71,930 Tacoma 4x4 Double Cab 2 $ 40,904 Community Services-Beach Maintenance $ 81,808 Cost . „ ; -Sam hgstrOM,Not Purchasing Vehicles 260 731„ 0,01,‘\WTIN G \'‘ ...... .......... AI (z1• ;.c.,ORP 0 R Ajeo e..AA IN — - ••'?‘ -411614 k A • I I C .43 ,Cs 07 ............. 0 C°UNTI "Itatir.r.494r .01 Costs Annual Maintenance Costs Dekriritlbn:::,,,:--;-'-:°:.!,::,%c:: ?:' ,:',i, .-:-;.'j';:,..---::-. .'''',;:,-.:i::.,-',);,i,.DMSion -',-'-'-';; ;;Z::;::::i'. QuantitY', Estimated Costs ::-',;;; Total 1 Year Maintenance for 5 Additional Vehicles Public Works-Fleet 5 $ 4,430 $ 22,150 Total Maintenance ::if:::-., ',:.;',,.-''''',"::::1::,'.4:47,7.---,- ,,:i a 74.1,;,:,:::. ..„.X;;:::,;;, ;:,;-.;;e:,1..-t;;;;::::':',,,gii!)!,i:',..:,,,,'';';',:gi:::::: ;',$::::-2-415611 Radio and Equipment Uplifting Costs :Description;i:e-..-,- ,-::':-.:-':::;::,3::::1:1 :;:t::',::,:::;:kr,,-1:7::',:::7: '.:-..,-Division;::a7:;. ,:,,,Viliil: Quantity;-‘TEtiii-taied:Cosi -.' '''F''ATiitat., Radio Equipment Install for 5 Additional Vehicles Public Works-Fleet 5 $ 570 $ 2,850 Radio Equipment Items for 5 Additional Vehicles Fire-Marine Safety 5 $ 9,077 $ 45,387 Vehicle Upfit Labor and Items Fire-Marine Safety 24 $ 11,193 $268,632 Total Radio and E4iiiPiiiiiitljOittiii6:k6tiOeSti,',?;,,;',:i,...:7,,,„,:;;;::c'):ZY':..X4,,',::::,:::1';`71i'-';',.:',. °F:'::1:A:'',':, ,,ti:;f: '':...[:',4.::',, ,ir-$110,869i; cc.v,.................. ...t.... tz) ..otoRP oRA tea.....<5.:$ Illiik „,,... ;Nt ,....,':F'...-tig*'-`'.,..--.'"t - , S ..: ...„- -7....-1,1.A.,..” .1 ,1..,„ L-:-.: '''-----717---__-.. •.. --- - r.---- : •::c i W.:7,773V.:7-- :•14 -1,....,.zj- 1,:v10.-agiiir L-'- - ,-- C --,--=---,,----:--- - ...(k.. ' ' ::tiO J '- ....- -'-'--- ' t r''' '.^. W %. ---'-' '11`....04‹:....;................... 0 F 7..?? 4,; ' . ei9UNTI II N tCost Savings Costs By Budget Category Total Maintenance Costs $ 22,150 Total Radio and Equipment Upritting Costs $ 316,869 Total Maintenance and Radio and Equipment Costs $ 339,019 Transfer Existing Fire Department Budget to this Request $ (100,000) Total Budget Reqd6:St':',"',:',ii.::,,'-::::',i -.:(i':'- :', "','_,;::-:',12-,,i,:2::::'::,$:;::,,::f:2,'::,;,2394:019j Costs By Department Public Works-Fleet Budget Request $ 25,000 Fire-Marine Safety Budget Request $ 314,019 Transfer Existing Fire Department Budget to this Request $ (100,000) Total Budget Request-'''::-::. '-',-'.:::,;',',,,:' -, ','---: ',,,' ,,:::',:' ,''%.,':j.:,',--24'17,' T..:;',-:!;:,:,-. 39,6-1q11 Net Cost Savings 00„4".............. it"OI INGt 00 .........?/ ‘ 0 Cost Savings from Not Purchasing Vehicles $ 1,200,731 --- ; .Tailialigailhikk % C) Total Budget Request after Transferring$100-Kfrait Existing Fire Dept Budget - - 1 , r., -: :, ; , :$ -;:, ,.:,:- ,,, :23%019, : -7-- .---".7 - -7-al--11 7 • ‘ C) i. ---7;•;".>.*..,:.,-,:,------ i Q.' i ::'.-'_.:%,::-..'1.:,,,,,,,,'' . l''''. :;',.;,!'',";', '-i.::'"' ',.,': ,.';':.,,,'",;:.-i.7.,,,i''j.:;,:-.'' ";'::: '''-f:":".''';'''',.:' '7'1'7'''' ''':-.7;-;: -..;:';'---::7 ..;:'':1'-'--':: k. 3 •• - . ;.,: '..-_%.2,!:le::4-s. $1 \k.7,.• ....,,.-- -- --= '"-----.r•6)._ $ :7.t.:''''''.`f:'2"''=','''-•.,. *-- '''^' '-. '','''-' ' .,.. %",,''' '''''-'''',:-'"'7, :" 1 ''''''-:1";-':'..'".°i7i: ;;,:^ ,,':,',:p;',.-.::::::: 'y : A .„-"`"::,;..L,.1,'',, Illik fr'..• tia-''----- -t,'3'..e,s •--,0 Net<C:0§t ST4iiingt'::,:,",:::1,'", ',r':,,'''':'i ' . ' '''' '''' ::',-'' ':,''.';',';, " *;., ',..'. ''''': :5%'';'-'",'.'''''''''.:-/;;9 1157P',11 2, — "ouNTI........ --------,4„,..." Recommended Action : Authorize execution of an agreement with Toyota for vehicles for Marine Safety, Beach Parking, and Beach Maintenance (attached). Alternative Action(s): 1 ) Do not authorize execution of an agreement with Toyota for vehicles for Marine Safety, Beach Parking , and Beach Maintenance, and direct staff to directly purchase 24 vehicles with new budget appropriations of City funds; or 2) Do not approve the agreement and direct staff accordingly.I,4\Nj.............. O`•. LNG ATFO'•.•V \ :*q e. 7. �e � 4 ,-€ '`aN° ^arcs ,� 'w ,. a P 5,�`g.`..,, ,r' ' 34 k"�. r i.„--,,, ,,,,,„ At Q LI e s Lions ? �m+,w si t+. #g, , �,,, _ r't d _ ' '' .a ,a' 3t e ti €__, ,) ''','''''40f4.',"''''Isi""''' yi 11 illitik„,,—)Vi-151;,o1744'''-4,-' —' - * i lk @°' �--4, ` l „ a-fl � f f, h l __, p _ t 4as p ti -ems." +i 0 4: `4, itzt re s 4,,.Pe V . „ ., ,,� ...T. x �� e } ' . m �4,,' ter, �� "' ,,,,,,:,:,4,:2,,vi.:ii;,:,,:s.:"...itior.....;......r,n-r..:44iir.,,,,,j..,,,„.„,,,4,1.4.1,,lit:t,„;.,,,,,,,,,,,,,i,,,,,,:,,,,,,:,..4:1):,..,....t ,,..7,-.. i: :-.:-...:eie;:::::::, Y, € .€ * " n err{ r 1• `-::15'r„'Nt 4 °".- '- ..,., `h To, Bonnie From: Christi Ikeda <christi.ikeda@toyota.com> Sent: Thursday, June 15, 2023 7:46 AM To: To, Bonnie Subject: Toyota -City of Huntington Beach -Life Guard Sponsorship-CW2599436 Attachments: CW2599436_2023HUN001_City of Huntington Beach_Agreement Final 06142023.pdf Good Morning Bonnie, Please find attached the Toyota- Huntington beach -life guard sponsorship partial signed agreement. Please collect Huntington Beach wet signature per your policy of only wet signature. Once the agreement is fully executed, please return to me. Take Care, vciaai gezda Sr Procurement Analyst TOYOTA NORTH AMERICA Indirect Procurement Shared Services I Mktg Technology&Sponsorships W:469.486.9674 E: christi.ikeda@toyota.com L: W2-4C-28B Start Your Impossible... TOYOTA .�. Wow P v PM •• PROTECTED i;4 44 1 DocuSign Envelope ID:324CF614-7C56-441 E-9D6D-D9B7DCEB6ODE PROMOTIONAL AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND SOUTHERN CALIFORNIA TOYOTA DEALERS ADVERTISING ASSOCIATION. THIS AGREEMENT, made and entered into this 14th .,y of June , 2023 BY AND BETWEEN the CITY OF HUNTINGTON : ACH, a municipal corporation, hereinafter referred to as "City", TOYOTA MOTOR S • S, U.S.A., 1NC., whose principal place of business is 2 Banting, Irvine, California 92618 :,a SOUTHERN CALIFORNIA TOYOTA DEALERS ADVERTISING ASSOCIATION, who e principal place of business is 2629 Townsgate Road, Suite 235, Westlake Village, Califon.a 91361 hereinafter referred to as"Sponsor." WITNESSETH: WHEREAS, City is a municipal corporation and charter ' ity duly organized and existing under and by virtue of the Constitution and the laws of the St: - of California;and WHEREAS, City desires to recognize Sponsor's .roduct as the "Official Marine Safety Vehicle of the City of Huntington Beach";and WHEREAS, Sponsor desires to purchase .- exclusive rights to advertise,sponsor events and promote its products as the Official Marine : ety Vehicle of the City of Huntington Beach, IT IS THEREFORE agreed by and b, een City and Sponsor as follows: 1. Definitions:As used herein,the rms set forth below shall be defined as follows: A. "Agreement Year" • all mean the 12-month period commencing on the date that this Agreement is : ecuted by the City Council of the City of Huntington Beach, which date shall .ecome the effective date of this Agreement, and each following 12-month peril a thereafter throughout the term of this Agreement. B. "Business I ay" shall memi a day of the week falling on Monday, Tuesday, Wednes•:y,Thursday or Friday. C. "Ma, nc Safety Chief' shall mean the Marine Safety Division Chief of the City of • untington Beach Marine Safety Operation of the Fire Department. D. Department"shall mean the Fire Department of the City of Huntington Beach. E. "Director" shall mean the Chief of the Fire Department of the City of Huntington Beach. F. "Lifeguards"shall mean the City of Huntington Beach Marine Safety Operation. 22-12176/296821 1 TMS/USA and City of Huntington Beach Page I of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE G. "Lifeguard Tower(s)" shall mean the towers on the City of Huntington Be. Beaches,which serve as shelter and observation stations for the Lifeguards. H. "Logo" shall mean a co-branded logo which may be developed by th• •arties to this Agreement and mutually agreed upon in writing by parties to thi- Agreement, but shall not include the official insignia of the City of I-Iuntington :each. 1. "City of Huntington Beach Beaches" shall mean those bea• les over which the Department has jurisdictional or operational authority. J. "Lifeguard Motor Vehicles" or"Vehicles" shall mea• the marketing category to which this Agreement shall apply. K. "Name Identification Space"shall mean that s.ace on designated City-owned or operated real and personal property, specif ally on the eighteen (18) Toyota vehicles hereinafter described to be ac. red by City, and may, if Sponsor exercises options provided for in Sectio, 2 of this Agreement, include space on Lifeguard Towers. L. "Premium(s)" shall mean any p •motional article(s) used for the purpose of increasing the sales of particular .roducts, including those of Sponsor. M. "Product(s)" shall mean : y motor vehicle model(s) that are produced by Sponsor. N. "Sponsor's Special `ent(s)" shall mean event(s) exclusively conducted by Sponsor that promo its Product for which Sponsor receives no sponsorship funding from other ommercial Sponsors. O. "Sponsor's Sp cial Event Permit(s)" shall mean permit(s) exclusively issued to Sponsor by t Department pursuant to the Huntington Beach Municipal Code for events that re conducted by Sponsor that promote its Product for which Sponsor receives/no sponsorship funding from other commercial sponsors. P. "Tra emark(s)"shall mean any word(s),name(s), symbol(s)or any combination •. they f which, when used by a party to this Agreement, would distinguish the 4. Pr duct made or sold by it or services rendered by it from those goods made or_ — Id or services rendered by others. Q. "Vehicles" shall mean the twenty-four (24) Toyota vehicles described in Section 4 below as to which the rights of possession and use are being granted hereunder / by Sponsor to City for use by the beach lifeguards and beach operations. / / i 22-12176/296821 2 TMS/USA and City of Huntington Beach Page 2 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN00I Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441 E-9D6D-D9B7DCEB6ODE 2. Grant of Sponsorship Rights Subject to the other terms of this Agreement and upon execution of this Agreement, y shall grant to Sponsor the exclusive right within the category of "Lifeguard Motor V- ides" to advertise on that property defined herein as the Vehicles as well as the ancillar ights listed below which are adjunctive but necessary incidents to the right to purchase adve' sing space on City real and personal property. A. City grants Sponsor exclusive signage rights in the catego , of"Lifeguard Motor Vehicles" (car/trucks) on beaches owned by the City of Hun ' gton Beach. However, City does not have the authority to grant this right on beaches at are owned or operated by the State of California. B. City grants to Sponsor the right to generate pub city with respect to its status as the"Official Marine Safety Vehicle of the City of Hu ington Beach"via press materials and/or other forms of communication to be distri ted to the media for non-editorial purposes("Publicity"). C. City grants Sponsor the right to use •uring the period of this Agreement, the Logos and its status as Sponsor under this / greement in connection with the advertising and promotion of its products. Sponsor derstands that the rights granted herein with respect to the Logo is limited to use in ••nnection with promotion of its Products and do not extend to any other products,goo•. or services. D. City grants Sponsor the e usive right, within the category of"Lifeguard Motor Vehicles" (car/trucks), to use e following Trademarks, which have been used and adopted by the City: Official Car/Truck 'ponsor of Huntington Beach City Beaches Official Car/Truc Sponsor of Huntington Beach City Lifeguards Official Car/Tr k Sponsor of City of Huntington Beach Lifeguards Official Car/T ck Sponsor of City of Huntington Beach Rescue Lifeguards Official Car ruck Sponsor of City of Huntington Beach Lifeguards E. City gra, Sponsor the exclusive right to be known as the "Official Marine Safety Vehicle •f the City of Huntington Beach",and to be known as the official Sponsor of the City • Huntington Beach within the "Lifeguard Motor Vehicles" category. The right to be o designated with regard to non-City sponsored events is contingent on City having legal right to grant such an exclusive right. If City can legally grant such exclusiv right to Sponsor, it shall do so without any further consideration being paid by Spons• . All product exclusivity for promotional activity is granted pursuant to normal poli 'es, procedures and government regulations. City shall use its best efforts to obtain ne ssary Trademarks and permission to facilitate above usage. If City does not obtain n:cessary Trademarks to facilitate above usage for any reason including its status as a :overnment entity, Sponsor has the right to register/use the Trademarks listed above and enjoy all rights pursuant to this Agreement pertaining thereto throughout the period of '2-12176/296821 3 T S/USA and City of Huntington Beach Page 3 of 21 'EQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441 E-9D6D-D9B7DCEB60DE this Agreement and any extension thereof. Upon termination, and in the a•.ence of the extension of this Agreement, Sponsor shall transfer all rights, entitlements .nd ownership of said Trademarks to the City. F. City grants Sponsor the right to display its Trademark on si:':ge at the Sponsor's Special Events, which display will be subject to all federal, state ••d local laws including all land use and environmental regulations. Subject to written : .proval by the Director, the Sponsor must indicate the time, place, quantity, color, si -, nature of material to be used as signs, proximity to other structures, and length o'time such signage is to be displayed for every beach event. G. City grants Sponsor the right to fifteen (15) • partment-approved events in each Agreement year,under the City's Special Event pe • it process without having to pay the permit fee. The approval of Sponsor events with•i t paying a permit fee is subject to the sole and absolute discretion of the Department Any other costs or fees associated with these events are the responsibility of Sponso.. A Special Event Permit will be issued to Sponsor so long as Sponsor applies for th, permit thirty (30) days in advance of each such scheduled event and so long as all re'•uirements of the permit have been met and the proposed Sponsor Special Event does of conflict with a previously scheduled event. This right does not apply to beaches • ned or operated by the State of California. These Sponsor events may include Toyota Motor Sales team-building activities or local grassroots marketing. Sponsor el,: is shall not include sport events such as surf contest, volley ball tournaments or other uch events. Sponsor may conduct grassroots marketing at Pier Plaza to engage cons ers with Toyota trucks and connect them back to local dealership on the following yen weekends: • M: orial Day Weekend • :bor Day Weekend • anksgiving Weekend One Weekend in June • One Weekend in July • One Weekend in August • Spring Break Weekend Sponsor .y also display on the 4th of July and during the U.S. Open of Surfing. This pr'motional activity may include, but not be limited to,a truck display with product speci• ists, giveaways, Tundra simulator, Ride and Drive Day, etc. The specific area of Pie 'laza to be used shall be mutually agreed upon by Sponsor and City; however, City re :ins the sole and absolute discretion to deny event locations on Pier Plaza if the City ••termines that Sponsor's events impact activities on Pier Plaza. H. Sponsor may have signage, consisting of the Sponsor's emblem and sponsorship phrase,on Lifeguard Towers 3 and 4. 22-12176/296821 4 TMS/USA and City of Huntington Beach Page 4 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE I, Subject to all City parade rules and regulations, at Sponsor's requ t, a lifeguard vehicle may be part of the 4th of July Parade at no cost to Sp• sor. Sponsor's representatives may ride in vehicle. J. Sponsor may have signage that is mutually agreed to, on ier Plaza designating Toyota as the"Official Lifeguard Vehicle of Huntington Beach" K. Subject to the sole discretion of the Director, Cit grants Sponsor the right to display Sponsor's signage, vehicles and/or Sponsor's 1••os at City-Sponsored beach activities,unless otherwise provided for by this Agreem- t. In addition, Sponsor may put a vehicle on display across from Lifeguard Tower Zer• on the pier. The Display Vehicles shall be selected solely by Sponsor. Vehicle Disp • s may include signage and other materials as deemed appropriate by Sponsor and :.proved by the City. Neither the City nor any of their respective employees,representa•ves,contractors or agents shall drive or otherwise operate any of the Display Vehi es. Notwithstanding the forgoing, City employees, representatives, contractors or agents may drive a Display Vehicle if emergency conditions require that the Dis• ay Vehicle be moved. Sponsor shall bear all risk of loss or damage to the Vehicle D. plays (except for damage or loss or personal injury arising out of,related to or conn• ted with any negligence or willful misconduct of the City or its respective representati •s, employees, and agents). Sponsor shall have the right to distribute mutually agree:•le products and/or collateral advertising at such displays. Locations shall be deter 'i ned by mutual agreement of the Parties.All collateral and items distributed shall be - bject to the City's approval. Sponsor shall be solely responsible for all set-up,clea up,distributed items and staffing of any displays. L. City will add a pho • of Sponsor's Lifeguard Vehicle to the`Beach Information" page of the City website •- d to the "Marine Safety" page on the Fire Department home page. City will increase e font size for Toyota link and use a new vehicle photograph. M. City will add : message to its surf condition phone line that Toyota is the official sponsor of City Lif guard Vehicles. N. City wi provide acknowledgement of Toyota sponsorship of City Lifeguard Vehicles on to al cable television Channel 1 O. Cit will add a public service announcement with Toyota sponsor branding to the freeway • gital display, as set forth in Exhibit A attached hereto and incorporated by referen P. Sponsor may produce, at their sole cost and expense,two (2) beach safety public se ice announcements or two (2) commercial shoots for use by the Southern California T,,yota Dealers Association per year. i 22-12176/296821 5 TMS/USA and City of Huntington Beach Page 5 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE 3. Sponsor Obligations A. Sponsor agrees that it will not cause or permit the Logos or Tr.•emarks developed pursuant to this Agreement to be used or exploited in any manner ontrary to public morals, or which violates prevailing standards of good tast:, or reflects unfavorably upon the good name, good will,reputation and image, in w . e or in part,of City and/or Department. B. Sponsor agrees to submit to Director and Marine Safe , Chief for their prior written approval which may be granted at the sole and absolute a iscretion of the Director, all advertising,promotional T.V. and radio commercials or a other display materials to be used by Sponsor in connection with the Logos or Tra'- arks of City. Such material shall be submitted not less than thirty(30) Business Da • prior to its proposed release to the public. C. Sponsor agrees to submit for prior written •.proval to Director and Marine Safety Chief which may be granted at the sole and :bsolute discretion of the Director, the signage design, size, nature of material, : d desired location on the Vehicles for Sponsor's Name Identification Space. D. Sponsor agrees not to use any 'remium in connection with the rights herein granted unless prior written approval .f such use has been obtained from Director and Marine Safety Chief which may b, granted at the sole and absolute discretion of the Director. E. Sponsor agrees not to anufacture any Premium using City Logos unless prior written approval of such us: has been obtained from Director and Marine Safety Chief which may be granted at sole and absolute discretion of the Director. F. If Sponsor desi•-s to sell or distribute for sale any Premium bearing the Logo(s) and/or Trademark(s) :f City, a separate licensing agreement shall be negotiated between Sponsor and City. 4. Consideration A. Duri the Term of this Agreement, Sponsor will make available to the City Thirteen(1 - new Tacoma 4x4 V6 Double Cab,Eight(8)new Tundra 4x4 5.7L V8 Crew Cab Tun. 5.5 ft bed length, Two (2) new Tacoma 4.2 V6 Double Cab, and One (1) RAV4 ybrid AWD XLE(collectively, "the Vehicles") to be used solely by the City in its lif•_ and and beach operations on the beach, pier, Pier Plaza and associated beach facil' les and as otherwise allowed under this Agreement. The Vehicles shall be selected `( sol: y by Sponsor. Both the Vehicles' models and the numbers of each particular model .y be changed at any time upon the mutual written consent of both Sponsor and ►i irector. Each of the Vehicles will be provided via a lease (the "Lease") through Toyota's affiliate Toyota Motor Credit Corporation, ("TMCC"). Sponsor shall pay all 22-12176/296821 6 TMS/USA and City of Huntington Beach Page 6 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN00I Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE lease payments on behalf of the City. The City shall pick up the Vehicles at t arranged Toyota dealership and new vehicle orientation shall be provided at the deale . .p. B. Except as otherwise provided in this Agreement, The Cit shall be solely responsible for all operating costs associated with the use and aintenance of the Vehicles. The City is self-insured and will provide Sponsor an. TMCC with a letter agreeing to provide full insurance coverage for all the Vehic s and any replacement Vehicles during the term of this Agreement in the amounts list:s as follows: Bodily Injury Liability $1,000,000 p= occurrence Property Damage Liability $ 500,000 .er occurrence Medical Payments $ 2,0#I per occurrence Uninsured Motorists $ 15 i 00 per occurrence $ I,000 per occurrence Comprehensive Collision V: e of Vehicles The above will be satisfied by issua• e of a Certificate of Self-Insurance for one million dollars($1,000,000)corn. ed single limit coverage. Sponsor may terminate this A., eement effective immediately upon written notice to City,in the event City fail' to provide or maintain the insurance stated immediately above. C. The Vehicles will be .-livered only with the express written warranties specified in the applicable owner's ide and any express written warranties specified therein. Upon the termination or - piration of the applicable Motor Vehicle Lease Agreement or this Agreement and the ity agrees to cooperate with Sponsor and TMCC to effectuate the return of the Vehic -s. D. The City s : 1 license and register each of the Vehicles and shall pay all required registration and cense fees. Sponsor will cooperate with the City by providing any requested doc entation to assist the City in filing required documentation with the California St: - Department of Motor Vehicles as necessary to obtain E-plates. E. T - Vehicles shall be operated by the City and its respective employees, in accorda e with each Motor Vehicle Lease Agreement and this Agreement. Notwi •standing anything to the contrary in the Motor Vehicle Lease Agreement, in the even I ere is any conflict between the terms of the Motor Vehicle Lease Agreement and the -rms of this Agreement, the terms of this Agreement shall be controlling as between S..nsor and the City. The City shall co-brand the Vehicles with the Logo and an acknowledgment of the Vehicles as the "Official Marine Safety Vehicle of the City of Huntington Beach" and/or any of the designated names set forth in Section 2.D of this Agreement. Decals must be pre-approved by Sponsor. The City shall provide photographs of each Vehicle to Sponsor once a Vehicle is decaled.The City shall pay for decal production and removal. 22-12176/296821 7 TMS/USA and City of Huntington Beach Page 7 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB60DE G. The City shall complete a Automobile Loss/Damage Report (in the for . of Exhibit B, or other form as may be designated by Sponsor from time to ime) immediately after any collision, upset, occurrences, accidents involving any V, idle of which The City is aware. The City shall be responsible for any collisio ,, upsets, occurrences, accidents, liabilities, costs and/or damage sustained by the Ve dies (and/or arising from any breach of the terms hereof and/or of the Motor ehicle Lease Agreements). The City shall immediately contact Sponsor regal.'' g any and all collisions,upsets,occurrences,accidents, liabilities,costs and/or da •ge sustained by the Vehicles(and/or any other third party). The City shall communica to its employees that they must immediately report all collisions, upsets, occurrence, liabilities, costs and/or accidents to the City. H. The City shall pay for the cost of regularly sche- led service for the Vehicles. The City shall maintain documentation of all services rformed pursuant to the Vehicle Maintenance Schedule. Notwithstanding the foregoin:, Sponsor will pay for all warranty repairs in accordance with the New Vehicle Limite: Warranty as stated in the applicable owner's manual. The City shall submit invoices o Sponsor for reimbursement of such warranty repairs. The City shall pay for d= age to the Vehicles beyond what is considered normal wear and tear, such as .•dy repairs or damage caused by misuse, neglect or incidents typically covered by a omobile comprehensive or collision damage insurance policies, and/or arising from . breach of this Agreement or the applicable Motor Vehicle Lease Agreement. 1. The City will undertake, at ' cost, all responsibilities of day-to-day maintenance required for the Vehicles so that ach looks its best, including washing and vacuuming the Vehicles and detailing and s -am cleaning the interior of the Vehicles as needed. The City shall be responsible for t ordinary operating expenses associated with the Vehicles such as gas,oil,grease,tire pair and replacement and other incidentals. J. Sponsor agrees at City, in its discretion, may outfit vehicles with safety equipment, including .,t not limited to radios and light bars. However, City shall not be responsible for any ,st to repair vehicles modified to suit City Lifeguard needs and/or "wear and tear" on :ny vehicles described in this agreement. The City is responsible for the installation • ,• removal of all Vehicle accessories, such as radios and light bars, racks, additiona roof accessories, and tinting of windows of the Vehicles, that were not in or attache, to the Vehicles at delivery (collectively, "Accessories"). All such installations lust be removed prior to return of the Vehicles, all of the foregoing at the City's sole ost. All such installations must(a)be in compliance with all applicable laws, rules and gulations,(b)not in any way impact,cover and/or otherwise impair the ability to view arnings affixed to the Vehicle (e.g., the warnings regarding the airbag system on th- isor), or(c) not impact the safety or operational features of the Vehicle(i.e., not adv- sely impact visibility while operating the Vehicle, not impact in any way the co' pliance of the Vehicle with the Motor Vehicle Safety Act or other applicable Federal otor vehicle safety standards). The City shall be solely responsible and liable for any laims arising from installation of such Accessories. 22-12176/296821 8 TMS/USA and City of Huntington Beach Page 8 of 21 REQ#PR871205/CW2599436/Ikcda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE K. The Parties agree that Toyota Entities will replace vehicles based on the ajor Model Redesign Schedule," as determined by Toyota Entities and consis ng of a complete internal and external change(i.e. styling,engine,safety,technology tc.)with a maximum model cycle of five (5) years. The replacement Vehicles shall • delivered to the City within sixty (60) days after notification of new replacement v= ides based on the "Major Model Redesign Schedule", if Sponsor chooses to exte • this Agreement according to the provision set forth in Section 6 below. In exchange ity shall deliver to Sponsor, forty-five (45) days after receipt of the replacement Veil' es, to the designated Toyota dealer locations all Vehicles then currently in use wit ' the maximum model cycle of five (5) years and not purchased by City, based on t "Major Model Redesign Schedule." L. For all Vehicles purchased by City, Sponsor ' ill offer to City the right to purchase "Extended Service Contracts" routinely ay.ilable for such vehicles through authorized Toyota dealers. M. At the end of the term of this Agreement ity will return the Vehicles in the same condition as delivered, reasonable wear an• tear excepted, to the designated Toyota dealer locations within forty-five(45)days . •er the termination of the Agreement. 5. Buy Out Option A. At the termination of this A: eement, and at the termination of this Agreement's optional extension periods(if exe ised),City shall have the option to purchase any or all of the Vehicles due to be return., to Sponsor as outlined in Section 4 and pursuant to the applicable Motor Vehicle Le::e Agreements at prices to be provided by Sponsor and/or TMCC at lease inception,b in no event later than at least one hundred and eighty(180) days prior to the terminati• of this Agreement and any optional extension periods. B. If City elects to xercise such buy out options,it must notify Sponsor in writing at least thirty(30)days prior to the termination of this Agreement, and thirty(30)days prior to the termination o'this Agreement's optional extension periods,if exercised. 6. Term and Exte sion of RI!hts This Agree nt shall be deemed to commence on the date of the Huntington Beach City Council's executi• and shall continue for two (2) Agreement Years, subject to the possible extensions of th. Agreement and to the provisions concerning termination set forth in Section 20 below. Subject o mutual consent in writing between Director and Sponsor, this Agreement may be extended •r two (2) additional two-year periods on the same terms and conditions specified in this Agre, ent. Sponsor must inform Director in writing at least one hundred and eighty(180) days prio to the termination of both this Agreement and, if exercised, the optional extension periods, f Sponsor will not request an extension. If an extension is requested, Director shall respo , to Sponsor in writing to advise whether he consents to such extension within thirty(30) days •f receiving the request. 22-12176/296821 9 TMS/USA and City of Huntington Beach Page 9 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE 7. Operation Expansion or Reduction Sponsor and City agree that in the event that City's jurisdictional or operational - thority of City of Huntington Beach Beaches is expanded or reduced, thereby affecting t - extent of Sponsor's ability to advertise its Product,both parties will in good faith promptly rs egotiate this Agreement to take into account the increase or decrease in the size of operation n renegotiation of the Agreement,the parties shall attempt to reasonably adjust the number o ehicles to reflect the increase or decrease in the square mileage of beach areas remaining un' •r City's jurisdiction or operational authority and portion of the Agreement Year affected. If the reduction of City's control exceeds fifty (50%) pe ent of the area of City of Huntington Beach Beaches under its control as of the effective d• e of this Agreement, Sponsor may terminate this Agreement upon ninety (90) day written no 'ce to City and without incurring any further liability to City beyond the liability incurred up and including the ninetieth (90th) day of said ninety(90)day notice period. 8. Indemnification A. Sponsor agrees to defend, indemn'' and hold harmless City, its respective City Council, the Fire Department, and it- officials, agents, employees, successors, and assigns from and against any and all aims, demands, obligations, causes of action and lawsuits and all damages, liabili es, fines, judgments, costs (including, without limitation, settlement costs), an. expenses associated therewith (including, without limitation, the payment of was. able attorney fees and disbursements), arising out of, related to or resulting from Sp' sor's marketing and promotion of its designation and/or status as the"Official Marine Safety Vehicle of the City of Huntington Beach"(or other such designation a :flowed in Section 2), including but not limited to Sponsor's activities in connection ith Sponsor's Special Event Permits, Premium distributions, wrongful use of Logo : d Trademark(s), and all advertisement, promotional and display material, as well as ponsor's rights granted in Sections 2 and 3 above. Sponsor's indemnification sh: extend to any claim of false or deceptive advertising and to the failure of Sponso• or those acting under it, to comply with the terms and conditions of this Agreement City shall be reimbursed by Sponsor for all costs and attorneys' fees incurred by C. y in enforcing this obligation. Sponsor will conduct all defense at its sole cost and e •ense and the City shall approve selection of Sponsor's counsel. This indemnity .hall apply to all claims and liability regardless of whether any insurance policies : e applicable. The policy limits do not act as limitation upon the amount of inde ' cation to be provided by Sponsor. All 'ew vehicle warranties shall remain in effect and Sponsor shall indemnify City for all da ages arising from defect in the Vehicles as manufactured. ponsor shall defend, indemnify and hold harmless the City,as well as its respective City Council, the Fire Department, and its officials, agents, employees, successors, and assigns against all liability for illegal competition or trade practices, common-law and/or { 22-12176/296821 10 TMS/IJSA and City of Huntington Beach Page 10 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE statutory, which are based on the rights granted by City pursuant to the terms of is Agreement. B. City agrees to defend, indemnify and hold harmless the Sponsor, its div''ions and subsidiaries and their respective officers, directors, agents and employees successors, and assigns from and against any and all claims, demands, obligations, c: ses of action and lawsuits and all damages, liabilities, fines, judgments, costs (' • uding, without V limitation, settlement costs), and expenses associated therewith eluding, without limitation, the payment of reasonable attorney fees and disburse , V nts), arising out of City's own use or possession of the Vehicles; the services perfor,. ed or actions taken by City, or those acting under it, in connection with this Agreeme' including City's use of the Vehicles in connection with the operation and managem, t of any event or activity, including but not limited to any claims for damage, inju liability, cost and/or death (including without limitation, attorneys' fees and costs -d other Claims)that may occur while driver is operating and/or as a result of such d ' er operating the Vehicle; City's wrongful use of Logo and Trademark(s)and,the f:' re of City, or those acting under it, to comply with the terms and conditions of this A! eement. City will conduct all defense at its sole cost d expense and the Sponsor shall approve selection of City's counsel. This indem ' shall apply to all claims and liability regardless of whether any insurance polic'-s are applicable. The policy limits do not act as limitation upon the amount of inde 'cation to be provided by City. 9. Insurance In addition to the insurance re* .ired by Section 4.B of this Agreement, the City shall provide and maintain throughout the t, m of this agreement the following insurance coverages: A. Commercial gene • liability insurance with minimum limit of One Million Dollars ($1,000,000) c* bined single limit for bodily injury and property damage, including contractual I'.I ility,products and completed operations liability; B. Employer' liability insurance in a minimum amount of One Million Dollars ($1,000,000)or 11 otherwise comply with all applicable Workers'Compensation and/or other laws that • ay accrue in favor of any person employed;and C. Um► ella liability with a minimum limit of Five million Dollars($5,000,000). The Ci shall provide Sponsor with proof of the acquisition of all of the above-identified insurance coy, age in the form of one or more certificates of insurance upon request and at least five (5) bu ' ess days prior to the delivery of the Vehicles (and, if reasonably requested by Sponsor, : any other time). The commercial liability,and automobile insurance policies required hereund- shall name Sponsor, its parent, subsidiary and affiliated companies as Additional Insure. and shall specify that the insurance carrier will endeavor to provide Sponsor thirty(30) days ' itten notice prior to any change, cancellation or reduction in such coverage. Sponsor res= es the right to review and must be satisfied with the insurer as well as the types and level 22-12176/296821 11 TMS/USA and City of Huntington Beach Page 11 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE of coverage to be maintained during the Term. All insurance coverages required hereu :er shall be procured from insurers with a Best's performance rating of at least A- and with a fi' :ncial size category of at least Class VII. 10. Sponsor's Marks The City shall obtain written approval from Sponsor prior to us• .f any Sponsor logos, service marks, trade names or trademarks owned by Sponsor and/or ' affiliates (collectively, the"Sponsor Marks")by the City or any of its respective agents,r- .resentatives, employees or contractors, except as otherwise specifically required in this Agreement. If Sponsor grants its approval for the City to use the Sponsor Marks pursuant to this greement, the Sponsor Marks shall be used only in the exact form, style and type expressly - lowed by Sponsor. The Sponsor Marks are and shall remain exclusively the property of Spo .or(and/or its designated affiliates). The City shall not, directly or indirectly,during the Term ,ereof or at any time thereafter, in any country (a) register or attempt to register, in any ma'i er, any of the Sponsor Marks or (b) challenge the validity of any of the Sponsor Marks. e City recognizes Sponsor's exclusive ownership of the Sponsor Marks. The City shall n. use the Sponsor Marks in any way which would tend to aid any competitor of Sponsor, or i' any other manner that would bring the same (or its products) into public disrepute, contem. , scorn or ridicule or tend to shock, insult or offend the community, public morals or dece y. The City shall not use the Sponsor Marks to incur any obligation or indebtedness on b- alf of Sponsor, or to hold itself out as being or representing Sponsor or any of its affiliate.. The obligations of The City under this paragraph will survive expiration or termination of is Agreement. 11. Default;Remedies A. The following eve. shall constitute an Event of Default ("Event of Default") under this Agreement r gardless of whether any such event shall be voluntary or involuntary or shall re •It from the operation of applicable laws, rules or regulations or shall be pursuant to o in compliance with any judgment,decree or order of any court of competent jurisdicti•.: (1) C' y shall fail to cause to be carried and maintained the insurance require. nder Sections 4.B and 9 hereof; (2) Either party shall make any material misrepresentation or shall breach an warranty made herein; 3) Either party shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law, or shall make a general assignment for the benefit of creditors, or shall have an involuntary case or other proceeding instituted against it seeking similar relief; (4) Either party shall otherwise fail to perform or observe any other covenant or condition set forth herein and such failure shall continue unremedied for a 22-12176/296821 12 TMS/USA and City of Huntington Beach Page 12 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE period of thirty (30) days after the receipt of written notice then•f from the nondefaulting party;or (5) Either party should commit an act, which brings its •:me into disrepute, or otherwise substantially diminishes the value of the Spo :•rship association for the other party. B. Upon the occurrence of an Event of Default, and at : ly time thereafter so long as the same shall be continuing, the nondefaulting party -ay declare, at its option, this Agreement to be in default and: (1) may immediately)minate this Agreement without any liability whatsoever; (2) may seek enforcement •y appropriate court action of the terms hereof and recover damages for the breach h: eof; (3)may exercise any other right or remedy available to it under law or in e' ity; or (4) may seek any permitted combination of such remedies. No remedy is i, ended to be exclusive, but each shall be cumulative and the exercise of any such re • •dy shall not preclude the simultaneous or later exercise of any other remedy. 12. Waiver Failure or inability of either part to enforce any right hereunder shall not waive or modify any right to enforce said right in e future, 13. Notices All notices and stateme s to be given hereunder shall be given at the respective addresses of the parties as set f• h below, unless notification of a change of address is given in writing. Any notice shall be -nt by registered or certified mail or by a nationally recognized courier service and shall b- effective upon receipt. Sponsor shall maintain an address within California as the address t' which such notice shall be given. Sponsor shall designate an agent with a California addres to accept service of process. The addresses for notice and agents for service of process are: City Fire Department 2000 Main Street Huntington Beach CA 92648 Attn: Scott Haberle,Fire Chief Sponsor: Toyota Motor Sales,U.S.A.,Inc. 2 Banting Irvine,CA 92618 Attn: Diana Davis Southern California Toyota Dealers Advertising Association. 2629 Townsgate Road, Suite 235 Westlake Village,CA 91361 Attn: Jennifer Lin 22-12176/296821 13 TMS/USA and City of Huntington Beach Page 13 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB60DE Agent for Service of Process: Davis Elen Advertising,Inc. 865 South Figueroa Street Los Angeles,CA 90017 Attn: Jennifer Lin 14. Assignment Neither party shall not have the right to assign or delegate an, of its rights or obligations hereunder to an unrelated third party without the prior written cons- t of the other party, 15. Compliance with Law,Rules and Regulations Both parties shall comply with all applicable fed' al and state laws and regulations, as well as all municipal and City ordinances, rules and r;-:ulations, including but not limited to those relating to the Department. 16. Severability of Provisions Should any individual provision of thi• Agreement be declared void, the validity of the remainder of this Agreement will not be affe• ed and will remain in full force and effect. 17. Independence The parties shall at all time act independently. Nothing contained in this Agreement shall be construed to make one pa the partner,joint venture,principal, agent, or employee of the other party hereto. Specificall;, City shall have no express or implied authority to act for or on behalf of Sponsor. Further no officer, director, employee, agent, affiliate or contractor retained by City to perform ' ork on Sponsor's behalf hereunder shall be deemed to be an employee, agent or contrac er of Sponsor. City is solely responsible for payment of (1) all income, disability, withho t ing, and other employment taxes as well as (2) all medical benefit premiums, vacation pay, ick pay or other fringe benefits resulting from City's retention of any such officers,directors -mployees,agents,affiliates or contractors. City shall indemnify,defend, and hold harmless Sp.nsor from any claim for any such tax or benefit payment. 18. Governin, Law This Agreement will be governed by and construed and interpreted in accordance with the law of th- tate of California. 19. T• urination for Im ro er Consideration ity may, by written notice to Sponsor, immediately terminate the right of Sponsor to proc=-d under this Agreement if it is found that consideration, in any form,was offered or given 2-12176/296821 14 TMS/USA and City of Huntington Beach Page 14 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE by Sponsor, either directly or through an intermediary, to any City officer, employee • agent with the intent of securing the Agreement or securing favorable treatment with res• et to the award, amendment for extension of the Agreement or the making of any determ'•ations with respect to the Sponsor's performance pursuant to the Agreement. In the ent of such termination, City shall be entitled to pursue the same remedies against Sponsor :s it could pursue in the event of default by Sponsor. Sponsor shall immediately report any attempt by a City office• or employee to solicit such improper consideration. The report shall be made either to the epartment Head charged with the supervision of the employee. Among other items, such improper consideration may Ike the form of cash, discounts, services,the provision of travel or entertainment,or tangible fts. 20. Termination with or without Cause Sponsor shall have the right to terminate thi Agreement in whole or in part, with cause, upon thirty (30) days prior written notice to Ci or without cause, upon one hundred eighty (180) days prior written notice to City. Upo• receipt of any termination notice, City shall discontinue services on the date stated and to e extent specified in the notice. Upon termination of this Agreem. t, or upon request of Sponsor, City will surrender to Sponsor all Vehicles, which are then in ity's possession, within one hundred and twenty (120) days, and all memoranda, notes, rec. ds, drawings, manuals, software, and all other materials which are the property of Sponsor o•which contain information which is proprietary to Sponsor. City will not retain any copies of y Confidential Information of Sponsor. 21. Obli ations Survive reement Term The indemnities an• assumptions of risks,liabilities and obligations by the parties arising under his Agreement d ing its term shall continue in effect after the termination of the Agreement,regardless • the reason for termination. 22. Amendmen of A i reement No waiv or modification of any language in this Agreement shall be valid unless in writing and du executed by both parties. Only nonmaterial Amendments to the Agreement which do no' materially change the scope of the Agreement increase the City's financial responsibili or impose additional liability on the City,may be executed without approval of the City Coun•il and all must be in writing and shall not be effective unless and until executed by Sponsor nd the City. 23. Entire Agreement This Agreement contains the entire understanding between the parties relating to the s•bject matter herein contained. 22-12176/296821 15 • TMS/USA and City of Huntington Beach Page 15 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE EXHIBIT A PUBLIC SERVICE ANNOUNCEMENT DISPLAY D 'TAILS . I T /USA and City of Huntington Beach Page 17 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 • Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE This Exhibit contains details and the representative example of item 2, "Grant of Sponsorship Rights.",O. "City will add a public service announcement with Toyota sponsor'branding to the.freeway dig. t/ display" I The"freeway digital display* is the electronic reader board adjacent to the 405 Freeway at Beach Boulevard. The content of the"public service announcement"must: 1. Contai i a Public Safety Message 2. Contain Toyota branding Oinked to approximately 30% 3, Tie-m to the City—Huntington Beach Lifeguards,etc 4, Besimpte and eaey-to;read. 5, Be approved by the Fire Chief prior to display. MS/USA and City of Huntington Beach Page 18 of 21 REQ#PR871205/CW2599436/Ikeda 2023HiJN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE / Example of an Approved Public Safety Message: Rt . 1 4 Tl: flllE -.. am • IF /' V 1 �F^J T4 TA f F,r r' 1 i _ - FI ,Wit+ - t x' I b M a: -�+ V r1 t _.. I it h.. jQ JI' I, `i, I ',.,X t-p 1 ra,' I h I I , .� . d c j_ _ , + r / i I 1 1 t : """" Q z } f C.::1 10YOTA i0 7 ' }-II i 3 r: � W' L"ts- era _..�,_ .< 0' HUNTINGTON BEACH LIFEGUARDS ),;'4S Y.> BEACH SAFETY TIP : 4' 1 r- F f ALWAYSW M S =:t ;Yt. 3Q'iT' NEAR A LIFEGUARD uJ ,:.'A .7,--1 IL44,,,. i-' i y 2 ,..f`'i i l d '� �i:' `�L i� tfi TMS/USA and City of Huntington Beach Page 19 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN00I Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441E-9D6D-D9B7DCEB6ODE gX DIT B. AUTOMOBILE LOSS'DAMAGE REPORT • • I ' I j TMS/USA and City of Huntington Beach Page 20 of 21 REQ#PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know DocuSign Envelope ID:324CF614-7C56-441 E-9D6D-D9B7DCEB60DE i999 2DO0 a+.. ' Most =TOR $, L1 ii 8a•i =Cr 'liiri. Ars'Ol i 1Yti Lo.pittimagg.*yaw . liaaatir+ I 'al,a. ra►lt Aititi 111 000 II •'hi 1 Wa ( t y,t _ ne 11 A.• i 1 1' t 1 ,1.1, niin 14 �41# Via■ `` Ntetrt► 't ti '1 ' Oti 1 .1!t 1 *111 .1 KIN 1 oaat•1 COY I Wilt t. ,Alt1.1 Ina I,1 •I"1 - _t,I •11k1 1 CM OP ttitet eptati¢e. •03AUAtlII I 41161*4 l,' ! 404 I 'leiI . _ add_ rt: gi►.ts '" '�� l�'�tRlaetilr �al!iN»i aoowRls4rpo'' —' wwM ? +al1i: ; —• ,. ilwrarir i+�l�!% I 1.`il►_ ., .i N. Vl iDYF{ JA'Flb ' 1 L . .. .. . . :. �es+siw, Tuoi,wioee mara7 y4100 • ' MI*PAT ItRR7 r ! i *Ater ,citts %Ivo, < c _ _iv alit pam dM ..• F - iew (o two ` ! .•..,........ a r� icut, ► c' ' icook; I+pnblh >rei. :< i w . . -. 1'f t.!1.'4N* . e +"1 - • I.11.1.0i ) i I S/USA and City of Huntington Beach Page 21 of 21 REQ#I PR871205/CW2599436/Ikeda 2023HUN001 Proprietary and Confidential to Toyota;Only to Be Released to Those Who Need to Know