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Visit Huntington Beach (VHB) - 2025-02-04 (2)
aOkfINgioy ws. 2000 Main Street, ofdnrtixetg,8 Huntington Beach,CA City of Huntington Beach 92648 APPROVED 7-0 File#: 24-869 MEETING DATE: 2/4/2025 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, Acting City Manager VIA: Jennifer Villasenor, Director of Community Development PREPARED BY: Kriss Casanova, Economic Development Manager Subject: Approve and authorize execution of a License Agreement with Visit Huntington Beach (VHB) for use of the Visitor Information Kiosk located at Pier Plaza Statement of Issue: The City Council is asked to approve a five-year license agreement with Visit Huntington Beach (VHB) for the continued operation of the Visitor Information Kiosk at Pier Plaza. This kiosk provides essential visitor services, enhances the visitor experience, and promotes local businesses and activities. The agreement includes a monthly base rent of $275 with annual 3% increases. The current agreement expired on December 31, 2024. Financial Impact: The License Agreement will generate an estimated $3,300 annually and a minimum of$16,500 over the five-year term, excluding annual increases. The rent equates to approximately $2.03 per square foot, based on the kiosk's size of approximately 135 square feet. Recommended Action: Approve and authorize the Mayor and City Clerk to execute the "Non-Exclusive License Agreement. Between the City of Huntington Beach and Visit Huntington Beach" for the use of the Visitor. Information Kiosk located at Pier Plaza. Alternative Action(s): Do not approve, and direct staff accordingly. Analysis: Visit Huntington Beach (VHB) is a 501(c)(6) non-profit corporation and serves as the City's official destination marketing organization, tasked with promoting Huntington Beach as a premier destination locally, nationally, and internationally. Since 2004, VHB has operated a Visitor Information Kiosk under successive license agreements. Located in Pier Plaza adjacent to the iconic Huntington Beach Pier, the kiosk serves as a high-visibility, visitor-serving amenity, providing maps, event calendars, City of Huntington Beach Page 1 of 2 Printed on 1/29/2025 powered by LegistarT"' 30 File#: 24-869 MEETING DATE: 2/4/2025 dining and activity guides, and visitor assistance. It also promotes local businesses and activities, enhancing the visitor experience and supporting the City's tourism economy. The proposed license agreement will retroactively take effect January 1, 2025, following the expiration of the current agreement which expired on December 31, 2024. It includes a five-year term with one optional five-year extension, which, if exercised, would extend the agreement through December 31, 2034. Key terms include: • Monthly Rent: $275, with 3% annual increases. • Use Restrictions: Limited to visitor information services and small-scale ancillary retail stored indoors, with no outdoor displays. The kiosk's rent equates to $2.03 per square foot, reflecting its smaller size and premier location within Pier Plaza. This per-square-foot rate is higher than that of nearby pier concessions, such as Kite Connection and Surf City Store, which pay $1.77 per square foot in base rent. Unlike these for- profit retail businesses, the kiosk serves as a non-profit, visitor-serving amenity. Its rent structure balances fiscal responsibility with its unique role in promoting tourism and supporting local businesses. Tourism plays a critical role in Huntington Beach's economy, generating substantial Transient Occupancy Tax (TOT) revenue and supporting local businesses. The Visitor Information Kiosk is a key component in ensuring visitors have a positive experience and access to information about the City's offerings. The proposed license agreement allows VHB to continue its essential work in providing these services. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 1 5060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Goal 2 - Fiscal Stability, Strategy A- Consider new revenue sources and opportunities to support the City's priority initiatives and projects. For details, visit www.huntingtonbeachca.gov/strategicplan. Attachment(s): 1. License Agreement between the City and VHB 2. PowerPoint Presentation City of Huntington Beach Page 2 of 2 Printed on 1/29/2025 powered by Legistar'"' 31 • A..4 en CITY OF HUNTINGTON BEACH kr INTERDEPARTMENTAL COMMUNICATION TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, Interim City Manager n PREPARED FROM: Jennifer Villasenor, Director of Community Development w" DATE: February 4, 2025 SUBJECT: SUPPLEMENTAL COMMUNICATION FOR ITEM 11 (24-869) — Approve and authorize execution of a License Agreement with Visit Huntington Beach (VHB) for use of the Visitor Information Kiosk located at Pier Plaza The draft Non-Exclusive License Agreement between the City and Visit Huntington Beach has been modified to correct a typo in Section 4. The corrected page is attached. xc: Michael Gates, City Attorney Lisa Lane Barnes, City Clerk Executive Team written notice within fifteen (15) days, or within a time deemed reasonably necessary as specified on the notice, Licensor shall then proceed to cause the required work to be performed and Licensee shall be responsible for the cost of such work. 3. LICENSOR'S RESPONSIBILITIES Licensor shall be responsible for providing to Licensee the Premises for Licensee to provide services set forth herein. Licensor and Licensee will determine hours Of operation which must be approved in writing by the Director of Community & Library Services at his or her sole discretion. 4. LICENSE FEE Licensee shall pay Licensor Two Hundred Seventy Five Dollars ($275.00)per month plus annual increases of 3% for use of the Premises (the "License Fee"). License fee shall become due and payable on an annual basis on the month and date of the commencement of this License. 5. TIME OF ESSENCE Time shall be the essence of this Agreement and each and all of its terms, covenants or conditions in which performance is a factor. 6. TERM This Agreement shall commence at 12:01 a.m. on January 1, 2025 at 12:01 a.m., for a five-year term, which shall expire at 11:59 p.m. on December 31, 2029, unless extended, or sooner terminated,as provided for herein. At the end of the initial term,this Agreement may renew for one additional five-year term unless either party, with or without cause, gives the other party a minimum of thirty (30) days written notice prior to expiration of the license of its intent not to renew for the additional term. 24-15672/363288 4 NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND VISIT HUNTINGTON BEACH THIS NON-EXCLUSIVE LICENSE AGREEMENT (the "Agreement") is made and entered into by and between the CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California ("Licensor"), and VISIT HUNTINGTON BEACH ("Licensee"), a nonprofit 5 01(c)(6) organization. WHEREAS, Licensee represents and warrants that it is a non profit 501(c)(6) organization that wishes to disseminate information regarding events and activities in the City of Huntington Beach; and That there are no lawsuits or claims against it or any of its employees, agents or volunteers, for negligence, violations of law or misconduct; and The City constructed a kiosk on Pier Plaza that, in part, houses an information center as well as an automated teller machine. Licensor has relied on Licensee's above representation and warranties as a basis for entering into this Agreement and on that basis desires to allow such use. NOW, THEREFORE, in consideration of the promises and agreements hereinafter made and exchanged,the parties covenant and agree as follows: 1. PREMISES AND PERMISSION TO USE Licensor owns the real property known as Pier Plaza located in Huntington Beach, California (hereafter the "Premises). Licensor also owns the Kiosk building ("Kiosk") located on Premises. Exhibit "A" contains the exact location of the Kiosk (excluding those portions of the Kiosk that will be used exclusively as an automated teller machine (ATM)); drawings and sketches of the Kiosk are also depicted on Exhibit "A." Exhibit A is attached hereto and incorporated by this reference. Licensor grants to Licensee a non-exclusive license to occupy and operate the Kiosk 24-15672/363288 1 within the Premises, to disseminate information regarding events and activities in the City of Huntington Beach, and conduct limited retail sales of visitor information, programs, and a small assortment of Huntington Beach related items. Licensor's City Manager has the right to approve all items offered for sale. The license granted herein is conditioned on Licensee operating the Kiosk discussed herein. The right and permission of Licensee is subordinate to the prior and paramount right of Licensor to use the Premises for public purposes to which it is now and may, at the option of Licensor, be devoted. Licensee undertakes and agrees to use the Premises and to exercise this license at all times in such manner as will not unreasonably interfere with the full use and enjoyment of the Premises by Licensor. Licensee hereby acknowledges title to the Premises is vested in Licensor and agrees never to assail or resist the same, and further agrees that Licensee's use and occupancy of the Premises shall be referable solely to the permission herein given. Licensee agrees to obtain prior written approval from Licensor which may be withheld at the sole discretion of Licensor before any alteration or expansion of the Premises. 2. LICENSEE'S RESPONSIBILITIES FOR OPERATING A KIOSK AT PIER PLAZA A. General Requirements: (1) Obtain and maintain any governmental licenses, permits and approvals required to enable Licensee to operate the Kiosk as provided herein on the Premises; (2) Provide fully qualified staff in accordance with any applicable governmental and/or City requirements; (3) Provide any equipment, supplies and materials required to operate the Kiosk; 24-15672/363288 2 (4) Allow ATM owner / employees or their designees access to the frontloading ATM for repair, maintenance, cash removal and/or any other access requirements that will be detailed in a separate agreement between the Licensor and the owner of the ATM. Said terms and conditions will be provided to Licensee upon execution by Licensor and ATM owner. Licensee is aware of and agrees that the City at its sole and absolute discretion may negotiate terms and conditions of the ATM including location of equipment, hours of operation, construction schedule maintenance etc. and that those terms and conditions may conflict with terms and conditions of this License; in the event of a conflict, the terms and conditions contained in the agreement between Licensor and ATM owner shall govern. (5) Licensee shall not obstruct, cause or permit any obstruction surrounding the Premises or any part thereof in any manner whatsoever. B. Maintenance Requirements: (1) Licensee shall be solely responsible for all exterior and interior maintenance, including landscaping (if needed), roof, paint, and flooring etc. (except for actual ATM machine and enclosed ATM interior area). All choices of exterior paint color must be submitted to Licensor's Director of Community &Library Services for approval; and (2) Licensee shall be solely responsible for non-custodial interior maintenance including any modifications made to interior kiosk space, voice or data equipment etc. (3) Licensee shall be solely responsible for all interior custodial maintenance of the Premises; (4) Licensee shall comply with all written notices served by Licensor with regard to the care and maintenance of the Premises as provided herein. The written notice will specify the work to be done, the estimated cost of such work and the period of time deemed to be reasonably necessary for completion of such work. Should Licensee fail to comply with Licensor's 24-15672/363288 3 written notice within fifteen (15) days, or within a time deemed reasonably necessary as specified on the notice, Licensor shall then proceed to cause the required work to be performed and Licensee shall be responsible for the cost of such work. 3. LICENSOR'S RESPONSIBILITIES Licensor shall be responsible for providing to Licensee the Premises for Licensee to provide services set forth herein. Licensor and Licensee will determine hours of operation which must be approved in writing by the Director of Community & Library Services at his or her sole discretion. 4. LICENSE FEE Licensee shall pay Licensor Two Hundred Seventy Five Dollars ($275.00)per month plus annual increases of 3% for use of the Premises (the "License Fee"). License fee shall become due and payable on an annual basis on the month and date of the commencement of this License. 5. TIME OF ESSENCE Time shall be the essence of this Agreement and each and all of its terms, covenants or conditions in which performance is a factor. 6. TERM This Agreement shall commence at 12:01 a.m. on January 1, 2025 at 12:01 a.m., for a five-year term, which shall expire at 11:59 p.m. on December 31, 2029, unless extended, or sooner terminated, as provided for herein. At the end of the initial term,this Agreement may renew for one additional five-year term unless either party, with or without cause, gives the other party a minimum of thirty (30) days written notice prior to expiration of the license of its intent not to renew for the additional term. 24-15672/363288 4 7. NON-POSSESSORY INTEREST Licensor retains full possession of the Premises and any improvements or personal property owned by Licensor on the Premises. Licensee will not acquire any interest in the Premises, improvements or property, either temporary, permanent, irrevocable, possessory or otherwise, by reason of this Agreement or by the exercise of the permission given herein. Licensee shall make no claim to any such interest. Any violation of this provision by Licensee will immediately void and terminate this Agreement. 8. NON-RECORDING Licensee shall not record this Agreement. 9. INDEMNIFICATION, DEFENSE AND HOLD HARMLESS AGREEMENT Licensee hereby agrees to protect, defend, indemnify and hold harmless Licensor, its officers, elected or appointed officials, employees, agents and volunteers from and against any and all claims, damages, losses, expenses, judgments, demands and defense costs (including, without limitation, costs and fees of litigation of every nature or liability of any kind or nature) arising out of or in connection with Licensee's, (or Licensee's sublicensee, if any) negligent (or alleged negligent) performance of this Agreement or its failure to comply with any of its obligations contained in this Agreement by Licensee, its officers, agents or employees except such loss or damage which was caused by the sole negligence or willful misconduct of Licensor. Licensor shall be reimbursed by Licensee for all costs and attorneys' fees incurred by Licensor in enforcing this obligation. Licensee will conduct all defense at its sole cost and expense and Licensor shall approve selection of Licensee'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 Licensee. 24-15672/363288 5 10. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE Licensee acknowledges awareness of Section 3700 et seq. of the California Labor Code, which requires every employer to be insured against liability for workers' compensation. Licensee covenants that it shall comply with such provisions prior to the commencement of this Agreement. Licensee shall obtain and furnish to Licensor workers' compensation and employers' liability insurance in amounts not less than the State statutory limits. Licensee shall require all its sublicensees and contractors to provide such workers' compensation and employers' liability insurance for all of the sublicensees' and contractors' employees. Licensee shall furnish to Licensor a certificate of waiver of subrogation under the terms of the workers' compensation and employers' liability insurance and Licensee shall similarly require all sublicenses and contractors to waive subrogation. 11. GENERAL PUBLIC LIABILITY INSURANCE In addition to the workers' compensation and employers' liability insurance and Licensee's covenant to defend, hold harmless and indemnify Licensor, Licensee shall obtain and furnish to Licensor, a policy of general public liability insurance, including motor vehicle coverage against any and all claims arising out of or in connection with the Premises. This policy shall indemnify Licensee, its officers, employees and agents, while acting within the scope of their duties, against any and all claims arising out of or in connection with the Premises, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000.00) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000.00) for the Premises. This policy shall name Licensor, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically 24-15672/363288 6 provide that any other insurance coverage which may be applicable to the Agreement shall be deemed excess coverage and that Licensee's insurance shall be primary. Under no circumstances shall said above-mentioned insurance contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage in excess of$5,000. 12. CERTIFICATES OF INSURANCE; ADDITIONAL INSURED ENDORSEMENTS Prior to commencement of this Agreement, Licensee shall furnish to Licensor certificates of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverages as required by this Agreement; these certificates shall: (a) provide the name and policy number of each carrier and policy; (b) shall state that the policy is currently in force; and (c) shall promise to provide that such policies shall not be canceled or modified without thirty (30) days' prior written notice of Licensor; however ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Licensee shall maintain the foregoing insurance coverages in force during the entire term of the Agreement or any renewals or extensions thereof or during any holdover period. The requirement for carrying the foregoing insurance coverages shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this Agreement. Licensor or its representatives shall at all times have the right to demand the original or a copy of any or all the policies of insurance. Licensee shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. 24-15672/363288 7 13. INSURANCE HAZARDS Licensee shall not commit or permit the commission of any acts on the Premises nor use or permit the use of the Premises in any manner that will increase the existing rates for, or cause the cancellation of any liability, property, or other insurance policy for the Premises or required by this Agreement. Licensee shall, at its sole cost and expense, comply with all requirements of any insurance carrier providing any insurance policy for the Premises or required by this Agreement necessary for the continued maintenance of these policies at reasonable rates. 14. RELOCATION AND ASSISTANCE In the event this Agreement is terminated for any reason by Licensor, Licensee shall not be entitled to any relocation rights or benefits and expressly waives such benefits and rights under local, State or Federal relocation assistance plans. 15. INSPECTION OF PREMISES Without advance notice given by Licensor to Licensee, Licensee shall permit Licensor or Licensor's agents, representatives or employees to enter the Premises at all reasonable times for the purpose of inspecting, investigating and surveying the Premises to determine whether Licensee is complying with the terms of this Agreement and for the purpose of performing other lawful acts that may be necessary to protect Licensor's interest in the Premises or to perform Licensor's duties under this Agreement. Licensor also shall have the right in its sole discretion to perform any and all work of any nature necessary for the preservation, maintenance and operation of property owned, controlled or occupied by Licensor. If practicable, Licensee shall be given reasonable notice when such work becomes necessary, and Licensee shall adjust its operations on the Premises in such a manner that Licensor may proceed. 24-15672/363288 8 16. LICENSOR'S OPTION TO CLOSE THE PREMISES Licensor may close the Premises without liability whatsoever and without advance notice to Licensee therefore at any time as Licensor in its sole discretion deems necessary for the protection of life, limb or property, or for public health, safety or welfare purposes, or upon reasonable notice to effect any repair, remodeling or rebuilding deemed necessary by Licensor in its sole discretion. In addition, upon reasonable notice, Licensor may close the Premises at its sole discretion without liability whatsoever if Licensor is hosting an event in the area that conflicts with the operation of the Kiosk. Determination of said conflict shall be at the sole discretion of the Director of Community &Library Services. 17. PUBLIC NECESSITY Licensor may, suspend or revoke this Agreement without liability to Licensee when public necessity so requires, or suspend operation immediately hereunder temporarily in the event of public emergency, as may be determined by the City Manager in his or her sole discretion. Such suspension will terminate when the public necessity or emergency no longer exists. 18. PAYMENT OF UTILITY CHARGES Licensee shall open its own account,with Southern California Edison and shall pay, and hold Licensor and the property of Licensor, free and harmless from, all charges for all public utility services including gas, water electricity, on the Premises during the entire term of this Agreement or any renewals or extensions thereof. 19. PERSONAL PROPERTY TAXES AND BUSINESS LICENSE Licensee shall timely pay all taxes, assessments, or other charges levied or imposed by any governmental entity on the trade fixtures and other personal property placed by Licensee in, on, or about the Premises including, without limiting the generality of the other terms used in this Section, any shelves, counters, partitions, fixtures, machinery and equipment, brought on the 24-15672/363288 9 Premises by Licensee. If required by ordinance, Licensee shall maintain a business license from Licensor. 20. PAYMENT OF OBLIGATIONS Licensee shall promptly pay, at its sole cost and expense, before they become delinquent, any and all bills, debts, liabilities and obligations incurred by Licensee in connection with Licensee's occupation and use of the Premises and/or operation of the Information Kiosk. Upon request, Licensee shall promptly furnish to Licensor satisfactory evidence establishing such payment. 21. COMPLIANCE WITH LAWS Licensee, at its sole cost and expense, shall comply with all statutes, ordinances, regulations and requirements of all governmental entities, including, without limitation, Federal, State, county or municipal, relating to Licensee's use and occupancy of the Premises whether such statutes, ordinances, regulations and requirements be now in force or hereinafter enacted. This Agreement is expressly subject to the laws, regulations and policies of Licensor. Licensee shall deliver to Licensor a copy of any notice from any governmental entity received by Licensee regarding any alleged violation of law regarding the Agreement or Premises or from any person allegedly entitled to give notice under any conditions, covenants, or restrictions binding or affecting the Premises. The judgment of any court of competent jurisdiction, or the admission by Licensee in a proceeding brought against Licensee by any government entity, that Licensee has violated any such statute, ordinance, regulation or requirement shall be conclusive as between Licensor and Licensee and shall be grounds for termination of this Agreement by Licensor. 22. DAMAGE, DESTRUCTION OR NUISANCE Licensee shall not commit or permit the commission by others of any damage or destruction of, on, or to the Premises. Licensee shall not maintain, commit or permit the 24-15672/363288 10 maintenance or commission of any nuisance as defined in Section 3479 and/or Section 3480 of the California Civil Code on the Premises; and Licensee shall not use or permit the use of the Premises for any unlawful purpose. 23. LIENS Licensee shall not permit any mechanics' or materialmens' or other liens to stand against the Premises by reason of any use or occupancy by Licensee, or any person claiming under Licensee. If Licensee desires to contest or withhold any payment which would lead to the placement of any liens or contest any such liens, then prior to commencing such contest and withholding, Licensee shall furnish Licensor with a bond to secure the payment of such obligation and obtain Licensor's prior written approval of the bond. 24. NO CONDEMNATION VALUE TO LICENSEE If any property described herein or hereinafter added hereto is taken in eminent domain, the entire award shall be paid to Licensor. This Agreement shall have no condemnation value to Licensee. 25. TERMINATION Licensor or Licensee may terminate this Agreement upon thirty (30) days prior written notice to either party. 26. INSTALLATION AND REMOVAL OF TRADE FIXTURES Licensee shall provide any equipment, supplies and materials required to operate the Information Kiosk. In addition, Licensee may with prior written consent of the Licensor during the term of this Agreement and any renewal or extension thereof, at Licensee's sole cost and expense, install and affix in, to, or on the Premises such items, herein called "trade fixtures," for use in Licensee's trade or business as Licensee may, deem advisable. Any and all such trade fixtures that can be removed without structural damage to the Premises shall remain the property of Licensee 24-15672/363288 11 and may be removed by Licensee at any time prior to the expiration or sooner termination of this License. 27. RESTORATION AND SURRENDER OF PREMISES/TITLE TO IMPROVEMENTS On expiration or termination of .this Agreement, Licensee shall, without compensation to Licensee, promptly surrender and deliver the Premises to Licensor in as good condition as such were at the commencement date of this Agreement, reasonable wear and tear excepted. Licensee also shall, without compensation to Licensee, surrender all improvements to Licensor in good condition and repair, ordinary wear and tear excepted, free and clear of all liens and encumbrances. Licensee also shall remove all of its trade fixtures and other personal property (all trade fixtures and/or personal property purchased by the City shall remain the property of the City and shall not be removed). Licensor may in its sole discretion accept all or any portion of the Premises, as then improved with improvements and no sum whatsoever shall be paid to Licensee or any other person; or Licensor may require Licensee to remove all or any portion of such improvements, at Licensee's own risk and cost and expense; or Licensor may itself remove or have removed all or, any portion of such improvements, at Licensee's own risk and cost and expense. If required by Licensor to do so, in removing any such improvements, Licensee shall restore the Premises as nearly as possible to the conditions existing prior to their installation or construction. All such removal and restoration shall be to the satisfaction of Licensor and shall be completed within thirty (30) days of the expiration or termination of this Agreement, provided, however, that Licensee shall be considered a holdover licensee after expiration or termination of the Agreement until the time Licensee completes this removal and restoration work, including, without limitation, the removal of all of its trade fixtures and other personal property left on the Premises. In addition, all of Licensee's trade fixtures and other personal property left on the Premises after the expiration 24-15672/363288 12 of this 30-day period, regardless of cause, shall be deemed abandoned by Licensee In Licensor's sole discretion, it may choose to do one or more of the following: (1) take any or all of such trade fixtures and other personal property as Licensor's property; (2) store any or all of such trade fixtures and other personal property in a public warehouse or other location at the sole cost, expense and risk of Licensee, and for the account and in the name of Licensee; or (3) dispose of any or all of such trade fixtures and other personal property at the sole cost, expense and risk of Licensee. In addition, Licensee's indemnification, hold harmless and defense obligations set forth in this Agreement shall apply to such trade fixtures and/or other personal property, and to Licensor's action with respect thereto. 28. DEFAULT BY LICENSEE Should Licensee default in the performance of any of the terms, conditions, or obligations contained in the Agreement, Licensor may, in addition to the remedies specified herein, re-enter and regain possession of the Premises in the manner provided by the laws of the State of California then in effect. 29. INSOLVENCY OF LICENSEE The insolvency of Licensee as evidenced by a receiver being appointed to take possession of all or substantially all of the property of Licensee, or the making of a general assignment for the benefit of creditors by Licensee, or the filing of a petition in bankruptcy shall terminate this Agreement and entitle Licensor to re-enter and regain possession of the Premises. 30. CUMULATIVE REMEDIES The remedies given to Licensor in this Agreement shall not be exclusive, but shall be cumulative and in addition to all remedies now and hereafter allowed by law or elsewhere provided in this Agreement. 24-15672/363288 13 31. NO ASSIGNMENT OR SUBLICENSE This Agreement is personal to Licensee, and Licensee shall not assign, sublicense, transfer or sell this Agreement or any privilege hereunder in whole or in part, and any attempt to do so will be void and confer no right on any third party. 32. WAIVER OF DEFAULT The waiver by Licensor of any default by Licensee of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent default by Licensee either of the same or another provision of this Agreement. 33. CONSENT When Licensor's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transaction or event. 34. FORCE MAJEURE—UNAVOIDABLE DELAYS Should the performance of any act required by this Agreement to be performed by either Licensor or Licensee be prevented or delayed by reason of an act of God, strike, lockout, labor troubles, inability to secure materials, restrictive governmental laws or regulations, or any other cause except financial inability not the fault of the party required to perform the act, the time for performance of the act shall be extended for a period equivalent to the period of delay, and performance of the act during the period of delay shall be excused. Provided, however, that nothing contained in this Section shall excuse the prompt payment of the License Fee or other consideration by Licensee as required by this Agreement or the performance of any act rendered difficult solely because of the financial condition of the party, Licensor or Licensee, required to perform the act. 24-15672/363288 14 35. NOTICE Unless specifically providing for verbal or electronic notice, all notices, certificates, or other communications required to be given hereunder shall be in writing and made in the following manner, and shall be sufficiently given and deemed received when (a) personally delivered; or (b) three (3) business days after being sent via United States certified mail — return receipt requested; or (c) one (1) business day after being sent by reputable overnight courier, in each case to the addresses specified below; provided that Licensor and Licensee, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications will be sent: LICENSOR: LICENSEE: City of Huntington Beach VISIT HUNTINGTON BEACH Attn: Director of Community Development Attn: Kelly Miller, President and CEO 2000 Main Street 155 5th Street, Suite 111 Huntington Beach, CA 92648 Huntington Beach, CA 92648-5171 36. BINDING ON HEIRS AND SUCCESSORS All the terms, covenants and conditions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors, including, without limitation, their assignees, encumbrancers, occupiers or users, sublicensees or other transferees. The provisions of this Section shall not be deemed as a (1) waiver of any of the prohibitions and conditions against assignments, encumbrances, occupations or uses, sublicensees or other transfers hereinbefore set forth, or(2)Licensor's consent thereto. 37. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the termination or expiration of this Agreement, shall so survive. 24-15672/363288 15 38. WAIVER OF CLAIMS Licensee hereby waives any claim against Licensor, its officers, elected or appointed officials, employees, agents or volunteers for damage or loss caused by any suit or proceeding directly or indirectly attacking the validity of this Agreement, or any part thereof, or caused by any judgment or award in any suit or proceeding declaring this Agreement null, void or voidable, or delaying the Agreement or any part thereof from being carried out. 39. CONFLICT OF INTEREST Licensee warrants and covenants that no official or employee of Licensor, nor any business entity in which an official or employee of Licensor is interested, (1) has been employed or retained by Licensee to solicit or aid in the procuring of this Agreement; or (2) shall be employed by Licensee in the performance of this Agreement without the immediate written divulgence of such fact to Licensor. In the event Licensor determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of Licensor, Licensee, upon request of Licensor, shall terminate such employment immediately. For default or violation of this Section, Licensor shall have the right both to terminate this Agreement without liability and, in its discretion, recover the full amount of any such compensation paid to such official, employee or business entity. No official or employee of Licensor shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 40. INDEPENDENT CONTRACTOR Licensee is, and shall be, acting at all times in the performance of this Agreement as an independent contractor herein and not as an employee of Licensor. Licensee shall secure at its expense, and be responsible for all payment of all taxes, social security, state disability insurance compensation, unemployment compensation and other payroll deductions of Licensee and its 24-15672/363288 16 officers, agents and employees and all business licenses, if any, in connection with the services to be performed hereunder. 41. SECTION HEADINGS The titles, captions, section, paragraph and subject headings, and descriptive phrases at the beginning of the various sections in this Agreement are merely descriptive and are included solely for convenience of reference only and are not representative of matters included or excluded from such provisions, and do not interpret, define, limit or describe, or construe the intent of the parties or affect the construction or interpretation of any provision of this Agreement. 42. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 43. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. As used in this Agreement, the masculine or neuter gender and singular or plural number shall be deemed to include the other whenever the context so indicates or requires. Nothing contained herein shall be construed so as to require the commission of any act contrary to law, and wherever there is any conflict between any provision contained herein and any present or future statute, law, ordinance or regulation contrary to which the parties have no right to contract, then the latter shall prevail, and the provision of this 24-15672/363288 17 Agreement which is hereby affected shall be curtailed and limited only to the extent necessary to bring it within the requirements of the law. 44. GOVERNING LAW This Agreement shall be governed and construed in accordance with the laws of the State of California. 45. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 46. DUPLICATE ORIGINAL The original of this Agreement and one or more copies hereto have been prepared and signed in counterparts as duplicate originals, each of which so executed shall, irrespective of the date of its execution and delivery, be deemed an original. Each duplicate original shall be deemed an original instrument as against any party who signed it. 47. ENTIRETY The parties acknowledge and agree that they are entering into this Agreement freely and voluntarily following extensive arm's length negotiations, and that each has had the opportunity to consult with legal counsel prior to executing this Agreement. The parties also acknowledge and agree that no representations, inducements, promises, agreements or warranties, oral or otherwise have been made by that party, or anyone acting on that parry's behalf, which are not embodied in this Agreement, and that that party has not executed this Agreement in reliance on any representation, inducement, promise, agreement, warranty, fact or circumstance not expressly set forth in this Agreement. The Agreement, and the attached exhibits, contain the entire agreement 24-15672/363288 18 between the parties respecting the subject matter of this Agreement, the Premises, the licensing of the Premises to Licensee, or the term created under this Agreement and supersede all prior understandings and agreements, whether oral or in writing between the parties respecting the subject matter hereof. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on ceAraA , 2025 LICENSEE: LICENSOR: VISIT HUNTINGTON BEACH CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California _66 By: 1* .4 , ` print name ayor ITS: (circle one)Chairm• ' esiden ice President • 'We AND r3/v City Clerk By .Y - L, 4 INITIATED AN APPROVED: print name ITS: (circle one) Secretary/Chief Financial 4// Officer/• . r -Treasurer Di c r of Community Development REVIEWED AND APPROVED: City Manager APPROVED A ORM: City Attorney 24-15672/363288 19 1► ■1 ,111 I,I Bc= -,II R I U p� 1111111111111 r b i.,,: - il(c'T.,' �1�� 1 H If!,. , • ' 1 1► .1 i se ,31Ya ' !�I EIIII �o G ioi0 in r U .H. E ri 3 ■1o,i z a FINAL DRAFT s' W ( ' IN P. }`yX-;;'SIEFWA SD FAGK SHOP E OUILP . NOT FOR XX GONSTRUGTION e n a yx }y(8 y ) X X 6MEx M4:TITLE7RaM TEC II1gWiMRMnRN➢•plt P1T110 _ \ 7 TITLE2 �grwlu�ruwwr V pl9l1X3 • WALL TYPE SCHEDULE 5 1/2"DRY STACK CMU WALL I- z REINFORCED 4 GROUT FILLED O K F O v J p Z Z Z IL s • • x4 ba 1. s 3 m,► w 7%//// %% , r ro � sroRAGe / WINDOW i 11 Zs) i% 0 _ 9 il Ili LI_______ ( FUCED IL WINDOW T-1" 4 -1 %% i_,_ 8 " i - Pw.serr n xxx MEN DC ATE M14/ /Y Y REVIS 1 0 FLOOR PLAN sc V4-1.-0" P f►RTH PRELIMINARY ( SHEE 2_1 A l .�® DATE(MMIDD/YYYY) am, CERTIFICATE OF LIABILITY INSURANCE 01/15/2025 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTCONTACT Shaun Campbell Mavrik Financial &Insurance Services FAX 5900 Canoga Ave., Ste. 380 !NC PHO No.Extl: (818)264-0300x -I oic.No);(818)330.6810 _ Woodland Hills, CA 91367 EMAIL E-MAIL ADDRESS: Shaun@mavrikfinancial.com License#: 6003402 INSURER(S)AFFORDING COVERAGE NAICX INSURER A: Hartford Underwriters Insurance Co. INSURED INSURERS: United Financial Casualty Co. Visit Huntington Beach INSURERC: 155 Fifth Street, Suite 111 INSURER°: Huntington Beach, CA 92648-5171 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 00002877-1544137 REVISION NUMBER: 7 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE NSO WVD POLICY NUMBER (h1POLICY EFF POLICY EXP LIMITS M/DD/YYYY) (MA1lDD/Yl'YY) A X COMMERCIAL GENERAL LIABILITY Y 57SBABF4V16 11/01/2024 11/01/2025 EACH OCCURRENCE S 2,000,000 DAMAGE TO CLAIMS-MADE X OCCUR PREMISES EaENTEoccu ence) S 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL R.ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 4,000,000 X POLICY PECOT- LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: $ B AUTOMOBILE LIABILITY 01555744 12/23/2024 06/23/2025 C{EOhactideDISINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED _ AUTOS ONLY X AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident)____,____ $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ BED i RETENTION S S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E I NIA E.L.EACH ACCIDENT $ OFFICERIMEMBER EXCLUDED? I (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Certificate Holder is added as an Additional Insured with regard to the General Liability policy. APPROVED AS TO FORM 13y:- MICHAEL E. GATES ':1TY ATTORNEY N;CERTIFICATE HOLDER CANCELLATl •I Y OF HUNTINGTON BEACI I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE at-q I (SEC) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by SEC on 01/15/2025 at 12:22PM Ak ACC)R� CERTIFICATE OF LIABILITY INSURANCE DATE(r,Ir,Iroonvrv) L..-� 11/18/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Mavrik Financial & Insurance Services NAME: Shaun Campbell 5900 Canoga Ave., Ste. 380 (Nc.ONNo.Ext): (818)264-0300X (NC g ,No): (818)330-6810 ADDRESS: shaun@mavrikrinanclal.com Woodland Hills, CA 91367 License#: 6003402 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Hartford Underwriters Insurance Co. INSURED INSURERB: United Financial Casualty Co. Visit Huntington Beach INSURERC: 155 Fifth Street, Suite 111 INSURER D: Huntington Beach, CA 92648-5171 INSURERS: INSURER F: COVERAGES CERTIFICATE NUMBER: 00002877-1498951 REVISION NUMBER: 6 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDD/WYY1 (MMIDD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y 57SBABF4V16 11/01/2024 11/01/2025 EACH OCCURRENCE $ 2,000,000 cAoAcE TO CLAIMS-MADE X OCCUR PREMISES(EaENTED occu ence) S 1,000,000 MED EXP(Any one person) $ 10,000 PERSONAL 8 ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S 4,000,000 X POLICY jECr LOC PRODUCTS-COMP/OP AGG $ 4,000,000 OTHER: S B AUTOMOBILE LIABILITY 01555744 06/23/2024 12/23/2024 (EOMaccideDISINGLE LIMIT $ 1,000,000 ANY AUTO BODILY INJURY(Per person) 5 OWNED I SCHEDULED BODILY INJURY(Per accident) $ __ AUTOS ONLY X AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY (Per accident) UMBRELLA LIAB I OCCUR EACH OCCURRENCE $ EXCESS LIAB ;CLAIMS-MADE AGGREGATE $ DED I RETENTIONS S WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNERIEXECUTIVE L—I NIA E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Certificate Holder is added as an Additional Insured with regard to the General Liability policy. \ppkOVIM AS TO FORM ().,Y' 1-1 MICHAEL E. GATES CITY ATTORNEY ,•iTY al I-11.1NTINOTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN City of Huntington Beach ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach, CA 92648 AUTHORIZED REPRESENTATIVE/G$ (SEC) ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Printed by SEC on 11/18/2024 at 07:26PM HUNTBEA-01 BELMA1 ACORO DATE(MAUDDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 11/20/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER License#0C41366 NONEACT Jonny O'Donnell E-COMP,A Division of Granite Insurance Brokers PHONE Exq: I FAX 360 360 Lindbergh Avenue Livermore,CA 94551 keDiass:lodonnell@goecomp.com INSURER(S)AFFORDING COVERAGE NAIC M INSURER A:AmGUARD Insurance Company 42390 INSURED INSURER B: Huntington Beach Marketing 8 Visitors Bureau INSURERC: 155 Fifth Street,Suite 111 INSURER D: Huntington Beach,CA 92648 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD IMMIDO/YYYY1 (MM/DD/YYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE CLAIMS-MADE I I OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGO $ OTHER: $ A COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY (Ea accident] _ ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ AUTOS ONLY .___ NON-OWNEDS Ii r acclde)DAMAGE S — P 1) 5 UMBRELLA LIAB OCCUR EACH OCCURRENCE $EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION S $ A WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YrN HUWC566888 5/19/2024 5/19/2025 1,000,000 ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ( Y� N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) All operations usual and incidental to those of the named Insured's business. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE The Cityof Huntington Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 9ACCORDANCE WITH THE POLICY PROVISIONS. 2000 Main Street Huntington Beach,CA 92648 AUTHORIZED REPRESENTATIVE I ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD e�.• (VI I THE '� HARTFORD NOVEMBER 25, 2024 Policy Number: 57 SBA BF4V16 HOW TO REACH US Policy Holder Name:VISIT HUNTINGTON BEACH If you have questions, you can reach The Hartford the following Enclosed please find information pertaining to your policy. Please contact ways: us if you have any questions or concerns. ONLINE BY VISITING Thank you for selecting The Hartford for your business insurance https://agency.thehartford.com needs. POLICY QUESTIONS Sincerely, 1-866-467-8730, The Hartford Monday- Friday 7 a.m. - 7 p.m. CT 24 HOUR CLAIMS HOTLINE 1-800-327-3636, always open SC 50 53 10 18 • • Policy Change: THE OR Business Owner's Policy HARTFORD J The following Additional Insured has been added as an Additional Insured-Owners, Lessees or Contractors-Scheduled Person or Organization. Name of Additional Insured(s)Person or Organization: City of Huntington Beach and it's elected and/or appointed officials,agents, officers,employees an Volunteers,2000 MAIN ST,HUNTINGTON BEACH,CA 92648 The following Additional Insured has been removed as an Additional Insured-Owners, Lessees or Contractors-Scheduled Person or Organization. Name of Additional Insured(s)Person or Organization: CITY OF HUNTINGTON BEACH,,2000 MAIN ST,HUNTINGTON BEACH,CA 92647 Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER I FORM NAME COVERAGE PART SC 00 06 10 18 POLICY CHANGE 1 Common Policy is amended to revise the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER FORM NAME COVERAGE PART SP 30 29 10 18 ELECTRONIC DATA Property SP 30 30 INTERRUPTION OF COMPUTER Property OPERATIONS Form SC 00 06 10 18 Page 2 of 2 Process Date: 11/25/2024 ©2018,The Hartford Policy Expiration Date: 11/01/2025 (May include copyrighted material of Insurance Services Office, Inc.,with its permission) Declarations: �.. Business Liability Coverage Part Your policy includes the liability coverages listed below. The limits in the right-hand column show the maximum amount we'll pay. FORM NUMBER FORM NAME LIMIT OF INSURANCE j SL 00 00 10 18 BUSINESS LIABILITY COVERAGE FORM Damage To Premises Rented To You Limit $1,000,000 General Aggregate Limit $4,000,000 Liability and Medical Expenses Limit $2,000,000 Medical Expenses Limit $10,000 Personal and Advertising Injury Limit $2,000,000 Products-Completed Operations Aggregate Limit $4,000,000 Property Damage Liability Deductible No Deductible _ m ADDITIONAL BUSINESS LIABILITY COVERAGES SL 30 48 10 18 ADDITIONAL INSURED-OWNERS,LESSEES OR CONTRACTORS-SCHEDULED PERSON OR ORGANIZATION SL 30 32 06 21 BLANKET ADDITIONAL INSURED BY CONTRACT Indudedl +Included In Business Liability Limlt(s) —11111111111111111.111 ADDITIONAL INSUREDS SCHEDULES Additional Insured Name Form Number Form Name Location and Address SL 30 48 10 18 ADDITIONAL INSURED-OWNERS, CITY OF HUNTINGTON BEACH, NIA LESSEES OR CONTRACTORS- 12000 MAIN ST,HUNTINGTON SCHEDULED PERSON OR , BEACH,CA 92647 ORGANIZATION :¶N sM:14;t lni1 L411M 1e),I'I_: Form Number Form Name SL 20 54 10 18 EXCLUSION-FUNGI,BACTERIA AND VIRUSES SL 20 06 10 18 EXCLUSION-NUCLEAR ENERGY LIABILITY SL 20 78 10 18 EXCLUSION-SILICA-BUSINESS LIABILITY COVERAGE FORM SL 3034 10 18 , EXCLUSION-TOTAL LIQUOR LIABILITY SL 20 8410 18 I EXCLUSION OF COVERAGE FOR SPECIAL EVENTS BUSINESS LIABILITY COVERAGE PREMIUM: $642* * Price is subject to fees and surcharges. For more details, refer to Page 10 i Form:SC 00 01 10 18 8 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. t, THE HARTFORD ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM Except as otherwise stated in this endorsement, the terms and conditions of the Policy apply. A. The following is added to Section C.WHO IS AN INSURED: Additional Insured—Owners, Lessees Or Contractors—Scheduled Person Or Organization a. The person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors is also an additional insured,but only with respect to liability for"bodily injury","property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insured(s);or (2) In connection with "your work" performed for that additional insured and included within the "products- completed operations hazard', but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the"products-completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of, or the failure to render,any professional architectural,engineering or surveying services, including: (1) The preparing, approving, editing of or failure to prepare or approve, shop drawings, maps, opinions, reports, surveys, change orders, field orders, designs, drawings, specifications, warnings, recommendations, permit applications, payment requests, manuals or instructions; (2) Supervisory, inspection,quality control, architectural, engineering or surveying activities or services; (3) Maintenance of job site safety, construction administration, construction contracting, construction management, computer consulting or design software development or programming service, or selection of a contractor or programming service; (4) Monitoring, sampling, or testing service necessary to perform any of the services included in (1), (2)or(3) above; (5) Supervision, hiring, employment, training or monitoring of others who are performing any of the services included in (1), (2)or(3) above; c. If coverage provided to these additional insureds is required by a written contract or written agreement, or when required by a written permit issued by a state or governmental agency or subdivision or political subdivision, the insurance afforded to these additional insureds will not be broader than that which you are required by the contract,agreement,or permit to provide for these additional insureds. d. The insurance afforded to these additional insureds only applies to the extent permitted by law. Form SL 30 48 10 18 Page 1 of 1 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) BUSINESS LIABILITY COVERAGE FORM 2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for"bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured To any insured,except volunteer workers". 2. Each of the following is also an insured: b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your"employees", other than either your"executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership,joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees" or provided under a workers' compensation "volunteer workers"are insureds for: or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a . person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f. Products-Completed Operations Hazard company), or to a co-"employee" while in the course of his or her Included with the "products-completed employment or performing duties operations hazard", related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business; 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- insu reds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a)above; b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds,but only with someone else who must pay respect to the conduct of your business. damages because of the injury c. A limited liability company, you are an described in Paragraphs (1)(a) or insured. Your members are also insureds, (b)above; or but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint venture or limited liability company, you services, Paragraph (d) does not apply are an insured. Your"executive officers"and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds,but only (2) "Property damage"to property: with respect to their liability as stockholders. (a) Owned,occupied or used by, Page 10 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to: control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of. your that occurred;or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member. (if you are a partnership or joint venture), or arising out of an offense committed any member (if you are a limited before you acquired or formed the liability company). organization. b. Real Estate Manager 4. Operator Of Mobile Equipment Any person (other than your"employee"or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such c. Temporary Custodians. Of Your equipment along a public highway with your Property permission. Any other person or organization responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment,and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property;and However, no person or organization is an insured (2) Until your legal representative .has with respect to: been appointed. a. "Bodily injury" to a co"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, only with respect to duties as. such. That rented to, in the charge of or occupied by representative will have all your rights and you or the employer of any person who is duties under this insurance. an insured under this provision. e. Unnamed Subsidiary 5. Operator of Nonowned Watercraft Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that yours which is a legally incorporated.entity • is less than 51 feet long and is not being used of which you own a financial interest of to carry persons for a charge, any person is an more than 50% of the voting stock on the insured while operating such watercraft with effective date of this Coverage Part. your permission. Any other person or The insurance afforded herein for any organization responsible for the conduct of subsidiary not shown in the Declarations such person is also an insured, but only with as a named insured does not apply to respect to liability arising out of the operation injury or damage with respect to which an of the watercraft, and only if no other insured under this insurance is also an insurance of any kind is available to that insured under another policy or would be person or organization for this liability. an insured under such policy but for its However, no person or organization is an termination or upon the exhaustion of its insured with respect to: limits of insurance. a. "Bodily injury" to a co-"employee" of the 3. Newly Acquired Or Formed Organization person operating the watercraft;or Any organization you newly acquire or form, • b. "Property damage" to property owned by, other than a partnership, joint venture or rented to, In the charge of or occupied by limited liability company, and over which you you or the employer of any person who is maintain financial interest of more than 50%of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs a. through f. below are additional or form the organization or the end of the insureds when you have agreed, in a written policy period,whichever is earlier; and Form.SS 00 08 04 05 Page 91 of 24 BUSINESS LIABILITY COVERAGE FORM contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement,or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (f) Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sale by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F.—Optional Additional Insured Coverages. the vendor;or a. Vendors (h) "Bodily injury" or "property Any person(s)or organization(s) (referred to damage" arising out of the sole below as vendor), but only with respect to negligence of the vendor for its own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs(d)or(f);or "products-completed operations hazard". (II) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for"bodily (c) Any physical or chemical change injury in the product made intentionally , "property damage" or "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the • original container; Page 12 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM i (2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded Injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality;or (a) Any "occurrence" which takes (b) "Bodily injury"or"property damage" place after you cease to lease that included within the "products- land or be a tenant in that completed operations hazard". premises;or, f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or ,on through e. above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused,in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to liability for "bodily the acts or omissions of those acting injury", "property damage" or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with"your work"and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. (I) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "products- failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to: maps, shop drawings, opinions, `Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications;or failure to render, any professional (b) Supervisory, inspection,. architectural, engineering or surveying architectural or engineering services,including: activities. Form SS 00 08 04 05 Page 13 of 24 BUSINESS LIABILITY COVERAGE FORM (a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to: premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion. (b) Supervisory, inspection, 3. Each Occurrence Limit architectural or engineering Subject to 2.a, or 2.b above, whichever activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section D. — Limits "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in insurance is available to an additional insured the Declarations. is described in the Other Insurance Condition The most we will pay for all medical expenses in Section E.—Liability And Medical Expenses because of `bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit • No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to 2.b.above, the most we will pay for company that is not shown as a Named insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal LIMITS OF INSURANCE and Advertising Injury Limit shown in the Declarations. 1. The Most We Will Pay 5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the Declarations and the rules below fix the most The Damage To Premises Rented To You we will pay regardless of the number of: Limit is the most we will pay under Business Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or"suits"brought;or rented to you,or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing"suits". temporarily occupied by you with permission of 2. Aggregate Limits the owner. The most we will pay for: In the case of damage by fire, lightning or explosion,the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard"is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the Declarations. 6. How Limits Apply To Additional Insureds b. Damages because of all other "bodily The most we will pay on behalf of a person or `property damage" or `personal organization who is an additional insured injury", and advertising injury", including medical under this Coverage Part is the lesser of: expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or This General Aggregate Limit applies permit issued by a state or political subdivision; or separately to each of your "locations" owned by or rented to you. b. The Limits of Insurance shown in the ' "Location" means premises involving the Declarations. same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad. Page 14 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or"suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or"suit"; single highest limit of liability: of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph 3.above. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the"suit";and separately to each consecutive annual period and to any remaining period of less than 12 months, starling (4) Asist us, upon our request, in the with the beginning of the policy period shown in the enforcementonor go anyz rightthat against any person or organization may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes of determining the Limits of Insurance. d. Obligations At The Insured's Own Cost E. LIABILITY AND MEDICAL EXPENSES No insured will, except at that insured's own GENERAL CONDITIONS cost, voluntarily make a payment, assume any obligation, or incur any expense, other 1. Bankruptcy than for first aid,without our consent. Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered 2. Duties In The Event Of Occurrence, by other insurance available to an Offense,Claim Or Suit additional insured, such additional insured a. Notice Of Occurrence Or Offense must submit such claim or "suit" to the other insurer for defense and indemnity. You or any additional insured must see to it that we are notified as soon as However, this provision does not apply to practicable of an "occurrence" or an the extent that you have agreed in a offense which may result in a claim. To written contract, written agreement or the extent possible, notice should include: permit that this insurance is primary and non-contributory with the additional (1) How, when and where the"occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses;and Paragraphs a. and b. apply to you or to (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence"or offense. known to: b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual; against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership; (1) Immediately record the specifics of the (3) Any manager, If you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the claim or"suit"as soon as practicable. (5) Any trustee, if you or an additional trust;is a trust;or c. Assistance And Cooperation Of The (6) Insured Any elected or appointed official, if you or an additional insured is a political You and any other involved insured must: subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 BUSINESS LIABILITY COVERAGE FORM This Paragraph f. applies separately to (3) We have issued this policy in reliance you and any additional insured. upon your representations. 3. Financial Responsibility Laws b. Unintentional Failure To Disclose a. When this policy is certified as proof of Hazards financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law. b. With respect to "mobile equipment' to If other valid and collectible insurance is which this insurance applies, we will available for a loss we cover under this Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other coverage required by any motor vehicle a. Primary Insurance law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also 4. Legal Action Against Us primary, we will share with all that other No person or organization has a right under insurance by the method described in c. this Coverage Form: below. a. To join us as a party or otherwise bring us b. Excess Insurance into a "suit" asking for damages from an This insurance is excess over any of the insured; or other insurance, whether primary, excess, b. To sue us on this Coverage Form unless contingent or on any other basis: all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage, A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for"your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of this insurance or that are in excess of the That is fire, lightning or explosion applicable limit of insurance. An agreed insurance for premises rented to you settlement means a settlement and release of or temporarily occupied by you with liability signed by us, the insured and the permission of the owner; claimant or the claimant's legal representative. (3) Tenant Liability 5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage"to premises rented and any rights or duties specifically assigned in this policy to the first Named Insured, this to you or temporarily occupied by you insurance applies: with permission of the owner; a. As if each Named Insured were the only (4) Aircraft,Auto Or Watercraft Named Insured;and If the loss arises out of the maintenance b. Separately to each insured against whom or use of aircraft, "autos"or watercraft to a claim is made or"suit" is brought. the extent not subject to Exclusion g. of Section A.—Coverages. 6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not (2) Those statements are based upon subject to Exclusion k. of Section A. — representations you made to us; and Coverages. Page 16 of 24 Form SS 00 08 04 05 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that That is other insurance available to exceeds the sum of: you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance;and operations, for which you have been (2) The total of all deductible and self- added as an additional insured by that Insured amounts under all that other insurance; or insurance. (7) When You Add Others As An We will share the remaining loss, if any,with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares,we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of This insurance is primary if you insurance or none of the loss remains, have agreed in a written contract, whichever comes first. written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method,each share with all that other insurance insurer's share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers. (b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us Required By Contract a. Transfer Of Rights Of Recovery If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not Paragraphs(a) and(b) do not apply to apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all orpart of anypayment, 9 P Y defend the insured against any"suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 -:fit THE HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance;or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary,we will share with all that other insurance by the method described in c.below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs(a)and(b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty.under this Coverage Part to defend the insured against any"suit"if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will..share the remaining loss, if any, with any other insurance that is not described in this Excess insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. Form SL 00 00 10 18 Page 17 of 22 2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) t'JI. �;S t THE HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b. Waiver Of.Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication;and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea"means any idea for an"advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto"means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment;or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto"does not include"mobile equipment". 5. "Bodily injury"means physical: a. Injury; b. Sickness;or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory"means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace,_but only if the injury or damage occurs in the course of travel or transportation between any places included in a. above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described In a.above; (2) The activities of a person whose home is in the territory described in a.above, but is away for a short time on your business;or Form SL 00 00 10 18 Page 18 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) • • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ' THE " `"' HARTFORD ELECTRONIC DATA This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM Except as otherwise stated in this endorsement,the terms and conditions of the Policy apply. A. The following is added to Paragraph A.6., Coverage Extensions: Electronic Data (1) We will pay for the cost to replace or restore your"electronic data"or"electronic data"of others which is in your care, custody or control which has been destroyed or corrupted, or access to such "electronic data"has been prevented, by a: (a) Covered Cause of Loss;or (b) "Computer" virus, malware, harmful code or similar instruction introduced into or enacted on a "computer" system (including "electronic data") or a network to which it is connected, designed to damage or destroy any part of the system or disrupt its normal operation. (2) Valuation (a) Loss or damage to"electronic data"will be valued at the actual, reasonable and necessary costs you incur to restore or replace the"electronic data". But we will not pay the cost or expenses you incur to: (I) Identify or remediate any errors or vulnerabilities or to update,restore, replace, upgrade,maintain or improve any"computer"or computer system; (ii) Update, replace, restore or improve any"electronic data"to a level beyond the condition in which it existed immediately preceding the loss or damage; or (iii) Duplicate research that led to the development of your "electronic data" or any proprietary or confidential information or intellectual property in any form. • (b) To the extent that "electronic data" is not replaced or restored, the loss will be valued at the cost of replacement of the media on which the"electronic data"was stored,with blank media of substantially identical type. (c) If you recover from a licenser, lessor or any other party for loss or damage to "electronic data", our loss payment to you will be reduced by the amount of such recovery. (3) Paragraph 1.j., Electronic Vandalism or Corruption of "Electronic Data" or Corruption of "Computer(s)", of Section B., EXCLUSIONS, does not apply to the coverage provided in Paragraph (1)(b)of this Coverage Extension. (4) We will not pay for: (a) Loss or damage caused by or resulting from manipulation of a "computer" system (including "electronic data") by any "employee", including a temporary or leased "employee", or by an entity retained by you, or for you,to inspect,design, install, modify, maintain, repair or replace that system; (b) Loss or damage caused by theft, observation, publication, unauthorized access to or loss of confidentially of your"electronic data"or"electronic data"of others in your care,custody or control. (5) This Coverage Extension does not apply to your"stock"of prepackaged software, or to "electronic data" which is integrated in and operates or controls a building's elevator, lighting, heating, ventilation, air conditioning or security system. (6) The most we will pay for all occurrences in any one "policy year" under this Coverage Extension is the. Limit of Insurance shown in the Declarations for Electronic Data. If loss payment on the first occurrence does not exhaust this amount, then the balance is available for subsequent loss or damage sustained in, but not after, that"policy year". With respect to an occurrence which begins in one "policy year" and continues or results in additional loss or damage in a subsequent Form SP 30 29 10 18 Page 1 of 2 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. THE HARTFORD "policy years)", all loss or damage is deemed to be sustained in the"policy year"in which the occurrence began. B. The following definition is added to Section G., PROPERTY DEFINITIONS: "Policy year"means the period of time that: a. Begins with the inception or anniversary date of this Coverage Part;and b. Ends at the expiration or at the next anniversary date of this Coverage Part. Form SP 30 29 10 18 Page2of2 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) • THIS ENDORSEMENT CHANGES THE POLICY.PLEASE READ IT CAREFULLY. yy.� THE HARTFORD INTERRUPTION OF COMPUTER OPERATIONS This endorsement modifies insurance provided under the following: SPECIAL PROPERTY COVERAGE FORM Except as otherwise stated in this endorsement,the terms and conditions of the Policy apply. A. The following is added to Paragraph A.6.,Coverage Extensions: Interruption Of Computer Operations (1) We will pay for the actual loss of Business Income you sustain and necessary Extra Expense you incur during the"computer operations period of restoration"due to a suspension of your"computer operations" caused by destruction or corruption of, or inability to access, retrieve, or process your"electronic data"or "electronic data"of others in your care, custody or control due to a: (a) Covered Cause of Loss;or (b) "Computer" virus, malware, harmful code or similar instruction introduced into or enacted on your "computer" system (including "electronic data") or connected network, or a "computer" system or connected network of others in your care, custody or control, designed to damage or destroy such systems or disrupt their normal operation. (2) Business Income means the: (a) Net Income (Net Profit or Loss before income taxes) that would have been earned or incurred if "computer operations" had not been interrupted, but not including any Net Income that would likely have been earned as a result of an increase in the volume of business due to favorable conditions caused by the impact of the Covered Cause of Loss on customers or on other businesses;and (b) Continuing normal operating expenses incurred, including payroll expenses. (3) Payroll expenses include: (a) Payroll; (b) Employee benefits;if directly related to payroll; (c) FICA payments you pay; (d) Union dues you pay;and (e) Workers'compensation premiums. (4) Extra Expense means expense incurred: (a) To avoid or minimize the interruption of business and to continue"computer operations"; or (b) To minimize the interruption of business if you cannot continue"computer"operations";or to the extent it reduces the amount of loss that otherwise would have been payable under this Coverage Extension. (5) Extra Expense does not apply to: (a) Any deficiencies in insuring Building or Business Personal Property;or (b) Any expense related,to any recall of products you manufacture, handle or distribute. (6) With respect to the coverage provided in this Coverage Extension, suspension means the partial slowdown or complete cessation of your"computer operations". (7) We will deduct from the total Extra Expense to be paid: (a) The salvage value that remains of any property bought for temporary use during the "computer operations period of restoration",once"computer operations"are resumed;and (b) Any Extra Expense that is paid for by other insurance. Form SP 30 30 10 18 Page 1 of 3 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) • THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. THE- ® HARTFORD (8) You must resume all or part of your"computer operations" as quickly as possible. We will reduce the amount of your Business Income loss, other than Extra Expense,to the extent you can resume"computer operations", in whole, or in part, by using any other available means to continue your "computer operations". (9) We will not pay for any loss of Business Income or incurred Extra Expense related to: (a) An interruption related to manipulation of a "computer" system (including "electronic data") by any "employee", including a temporary or leased"employee",or by an entity retained by you, or for you,to inspect,design,install,modify, maintain, repair or replace that system. (b) Theft, observation, publication, unauthorized access to or loss of confidentially of your "electronic data"or"electronic data"of others in your care, custody or control. (c) Suspension, lapse or cancellation of any license, lease or contract. But if the suspension, lapse or cancellation is directly caused by the interruption of"computer operations", we will cover such loss that affects your Business Income during the"computer operations period of restoration". (d) Any other consequential loss. (10)Paragraph 1.j., Electronic Vandalism or Corruption of "Electronic Data" or Corruption of "Computer(s)", of Section B., EXCLUSIONS, does not apply to the coverage provided in Paragraph (1)(b)of this Coverage Extension. (11)This Coverage Extension does not apply when the suspension of your "computer operations" involves only "electronic data" which is integrated in and operates or controls a building's elevator, lighting, heating,ventilation,air conditioning or security system. (12)A waiting period may apply; however, no other deductible applies to this Coverage Extension. (13)The most we will pay for all occurrences in any one "policy year" under this Coverage Extension is the Limit of Insurance shown in the Declarations.for Interruption Of Computer Operations. If loss payment on the first occurrence does not exhaust this amount, then the balance is available for subsequent loss or damage sustained in, but not after, that"policy year". With respect to an occurrence which begins in one "policy year" and continues or results in additional loss or damage in a subsequent "policy year(s)", all loss or damage is deemed to be sustained in the"policy year"in which the occurrence began. B. The following changes are made to Section G., PROPERTY DEFINITIONS: 1. The following definition is added: "Computer operations"means the use of your"computer"or"computers"or others in your care,custody or control that enables you to conduct your business activities whether such "computer" is located at or away from the "scheduled premises". 2. The following definition is added: "Computer operations period of restoration"means: a. The period of time that: (1) Begins: (a) The number of hours stated in the Declarations after the destruction or corruption of"electronic data" for Business Income Coverage;or (b) Immediately upon (or'after) the destruction or corruption of "electronic data" for Extra Expense Coverage; and; (2) Ends on the earlier of: (a). The date when the"electronic data"should be replaced or restored with reasonable speed and similar quality;or (b) The exhaustion of the number of consecutive months as shown in the Declarations. The expiration date of this Policy will not cut short the"computer operations period of restoration". Form SP 30 30 10 18 Page 2 of 3 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ty THE'` '� HARTFORD 3, The following definition is added: "Policy year"means the period of time that: a. Begins with the inception or anniversary date of this Coverage Part;and b. Ends at the expiration or at the next anniversary date of this Coverage Part. • Form SP 30 30 10 18 Page 3 of 3 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) • yy 0, THE HARTFORD coverages applicable to such claim or"suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3.above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of determining the Limits of Insurance. E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured under this Coverage Part must see to it that we are notified as soon as practicable of an"occurrence"or an offense which may result in a claim.To the extent possible, notice should include: (1) How,when and where the"occurrence"or offense took place; (2) The names and addresses of any injured persons and witnesses;and (3) The nature and location of any injury or damage arising out of the"occurrence"or offense. b. Notice Of Claim If a claim is made or"suit" is brought against any insured, you or any additional insured under this Coverage Part must: (1) Immediately record the specifics of the claim or"suit"and the date received;and (2) Notify us as soon as practicable. You or any additional insured under this Coverage Part must see to it that we receive a written notice of the claim or"suit"as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the claim or"suit"; (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the"suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's Own Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense,other than for first aid,without our consent. e. Additional Insured's Other Insurance • If we cover a claim or"suit" under this Coverage Part that may also be covered by other insurance available to an additional insured under this Coverage Part, such additional insured must submit such claim or"suit"to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with such additional insured's own insurance. f. Knowledge Of An Occurrence,Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured under this Coverage Part only when such "occurrence",offense, claim or"suit"is known to: Form SL 00 00 10 18 Page15of22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) THE •�' • HARTFORD (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a, tenant for"property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft,Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos"or watercraft to the extent not subject to Exclusion g.of Section B. Exclusions. (5) Property Damage To Borrowed Equipment Or Use Of Elevators if the loss arises out of"property damage"to borrowed equipment or the use of elevators to the extent not subject to Exclusion k.of Section B. Exclusions. (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising out of the premises or operations, or products and completed operations; for which you have been added as an additional insured by that insurance;or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part: (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary. If other insurance is also primary,we will share with all that other insurance by the method described in c. below. (b) Primary And Non-Contributory To Other Insurance When Required By Contract If you have agreed in a written contract,written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs(a)and(b)do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty under this Coverage Part to defend the insured against any"suit"if any other insurer has a duty to defend the insured against that"suit". If no other insurer defends, we will undertake to do so,but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any,that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance; and (2) The total of all deductible and self-insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in the Declarations of this Coverage Part. c. Method Of Sharing If all the other insurance permits contribution by equal shares, we will follow this method also. Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains,whichever comes first. Form SL 00 00 10 18 Page 17 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) THE f`$ ' HARTFORD If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each insurer's share is based on the ratio of its applicable limit of insurance to the total applicable limits of insurance of all insurers. 7. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them.This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery(Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. F. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means a notice that is broadcast or published to the general public or specific market segments about your goods, products or services for the purpose of attracting customers or supporters. For the purpose of this definition: a. Notices that are published include material placed on the Internet or on similar electronic means of communication;and b. Regarding web sites, only that part of a web site that is about your goods, products or services for the purpose of attracting customers or supporters is considered an advertisement. 2. "Advertising idea"means any idea for an"advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto"means: a. A land motor vehicle, trailer or semi-trailer designed for travel on public roads, including any attached machinery or equipment;or b. Any other land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged. However, "auto"does not include"mobile equipment". 5. "Bodily injury"means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory"means: a. The United States of America (including its territories and possessions), Puerto Rico and Canada; b. International waters or airspace, but only if the injury or damage occurs in the course of travel or transportation between any places included in a.above; c. All other parts of the world if the injury or damage arises out of: (1) Goods or products made or sold by you in the territory described in a.above; (2) The activities of a person whose home is in the territory described in a.above, but Is away for a short time on your business;or FormSL00001018 Page18of22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) \\ ® � License Agreement wi h C ' 4,4*-, RF • '� c Visit Huntington Beach . __, ,......„ ,....„....... . __,._...,....,___...,......______. _ 7 - - - for the Visitor i ilfr� .. f, , . Jf' ,f � , ,.. Information Kiosk - `f " ------7"-----:-7— -.'"''----- ---r..:7"-- -'7 .,,--="-------' e: illk (.. s, :-: ': -: ::.*7-rff '? ':.,,,% )4--4/4 '14!***- , t ;_ f —.._ February 4, 2025 ® ®%basis ,.0 JOUNTN_. -cgol,N,, . 56 • Visitor I Kiosk • Located at Pier Plaza, adjacent to 5 :...i;,,.i,!i:t:t:Li,,,t::;i,,,:,:,,,,,,,,irL,;m':,.:,.:::,',,i;. _ the iconic Huntington Beach Pier. , } 4� h • Operated by Visit Huntington Beach since 2004 under successive _:,,t,..:,..:,,,,:,,,,,,,,,,,‘N,,,,,..,,,,,::,,,::::;,_::::1:.:.:,::•;:z::',.'_::"',.:, license agreements. tW� � � �suR�ci� usa �p� �� • Provides maps, event calendars, dining/activity guides, and visitor • assistance. h }€t: j • - Promotes local businessesand g: * ffi, , activities, enhancing tourism and supporting the local economy. 57 License Terms , , • Current agreement expired on December 31, 2024. i • New agreement will retroactively take effect ., 41. o x, * ' s . January 1, 2025. s • Term: 5 years, with an optional 5-year extension a (through December 31, 2034, if exercised). 3- " • Monthly Rent: $275, with 3% annual increases. • Use Restrictions: Visitor information services only; o, ° small-scale ancillary retail must be stored indoors, with no outdoor displays. 58 Recommendation Approve the Non-Exclusive License Agreement Between the City and Visit Huntington Beach for continued operation of the Visitor Information Kiosk at Pier Plaza. ,, �o • Ensures continuation of vital visitor � A , n i e services at a premier location. �. ,�aa • Supports local businesses and ' '- ,i ` P� 'i ?� �r C a1.—° t 11 t�t�.�7 k .4g B enhances the tourism economy. ry 1 , . ` , • Provides fair compensation with a ' a ki ,,i fiscally responsible rent structure. i,t, � tip_ __„.. "'..sire a',--..... . `&`. ,e _ ` '.'4 59 gi ll--*i .r � -" �c %i ; � z„ i,' ,, .i';''',10,il „rim:7,,,,, r id lit i��� � .,. i am y . 'y::��',.A '-'hut � �� �X"$.` s l 1 , 1..t.,,,,,..,„.,:,..,.t..7:„. .?,, .., ..,,,,,., ...,... . .141.1: sAn.,...,,„„..,,,,.. : 4. ...i.*'..---11it!,,r L 1 it ?` � -4d ,. i , • i s s ((s���T I°® .... CITY OF 0°°Oc�'�rpnFORd tJ UV 9= HUNTINGTON BEACH 1`o-03 �cFcoUN-Pf � Lisa Lane Barnes I City Clerk January 7, 2025 VISIT HUNTINGTON BEACH Attn: Kelly Miller, President and CEO • 155 5th Street, Suite 111 Huntington Beach, CA 92648-5171 Dear Mr. Miller: Attached for your records is a fully executed copy of the Non-Exclusive License Agreement between the City of Huntington Beach and Visit Huntington Beach, approved by the Huntington Beach City Council on February 4, 2025. Sincerely, X14;144q,*hie' Lisa Lane Barnes City Clerk RE:ds Enclosure Office: (714)536—5405 I 2000 Main Street, Huntington Beach, CA 92648 l www.huntingtonbeachca.gov Moore, Tania From: Fikes, Cathy Sent: Tuesday, February 4, 2025 10:00 AM To: supplementalcomm@surfcity-hb.org Subject: FW: Item 11 on City Council Agenda From: chris macdonald <justlisted@yahoo.com> Sent:Tuesday, February 4, 2025 9:55 AM To: CITY COUNCIL(INCL. CMO STAFF)<city.council@surfcity-hb.org> Subject: Item 11 on City Council Agenda Hello Huntington Beach City Council Members, City Clerk Barnes and City Staff, I'm in support of Item 11 on Today's City Council Agenda. It is much needed for residents and guests to get Information on activites in our City. The people at Visit Huntington Beach do good work and should continue their lease. Thank You, Chris MacDonald Native Huntington Beach Resident Website: http://www.calcoasthomes.com i Virus-free.www.avast.com 1