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Rio Media & Advertising Inc. - 2025-05-06
AMENDMENT NO. 1 TO ADVERTISING LICENSING AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND RIO MEDIA AND ADVERTISING, INC. THIS AMENDMENT is made and entered into by and between the CITY OF HUNTINGTON BEACH, a California municipal corporation, hereinafter referred to as "City,"and RIO MEDIA AND ADVERTISING, INC., a California Corporation, hereinafter referred to as"Licensee." WHEREAS, City and Licensee are parties to that certain agreement, dated May 6, 2025, entitled"Lifeguard Tower Advertising License Agreement by and Between the City of Huntington Beach and Rio Media and Advertising, Inc. which agreement shall hereinafter be referred to as the "Original Agreement"; and City and Licensee wish to amend the Original Agreement regarding Section 13, Copy Content, NOW, THEREFORE, it is agreed by City and Licensee to amend Section 13 to read as follows: 1. SECTION 13 COPY CONTENT City reserves the right to review and approve all advertising content. Advertising displayed under this Agreement shall not feature alcohol,tobacco, vape products, gambling, politics, religion, or any content of sexual nature or feature advertisements on City's vehicles or allow any advertisements to state, "Official Vehicle Sponsor of the Huntington Beach Lifeguards." A period of 48 hours or 2 business days will be allotted for review. Notwithstanding the prohibition on gambling-related content, City may permit copy content only from Yaamava' Resort& Casino, limited solely to materials 25-16396/417703 1 that are directly related to the resort or its amenities. This allowance does not extend to any other casino, gambling establishment, gaming-related content, or materials promoting gambling activities. All such permitted Yaamava' Resort& Casino content remains subject to the City's review and approval. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on d IAv V 2 , 2026. RIO MEDIA AND ADVERTISING, INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California By: print name City Manager ITS: (circle one) Chairman/President/Vice President AND APPROVED AS TO FORM: By: �� City Attorney print name ITS: (circle one) Secretary/Chief Financial RECEIVE AND FILE Officer/Asst. Secretary-Treasurer y/r/v/e...ti .a/te.Aceamotzr...v City Clerk COUNTERPART 25-16396/417703 2 that arc directly related to the resort or its amenities. This allowance does not extend to • any other casino, gambling establishment, gaining-related content, or materials promoting gambling activities. All such permitted Yaamava' Resort& Casino content remains subject to the City's review and approval. 2. REAFFIRMATION Except as specifically modified herein, all other terms and conditions for the Original Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers on i 1AV'e, 2026. RIO MEDIA AND ADVERTISING, INC. CITY OF HUNTINGTON BEACH, a municipal corporation of the State of California B • Prt5:d }- print name City Manager ITS: (circle one)Chairman/PresidentNice President AND APPROVED AS TO FORM: By: OFD City Attorney print name ITS: (circle one)Secretary/Chief Financial RECEIVE AND FILE Officer/Asst.Secretary-Treasurer City Clerk COUNTERPART I 25-16396/417703 id. /�1 ACORD DATE IMIWDDNYYY) CERTIFICATE OF LIABILITY INSURANCE 09/10/2026 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 ADDITONAL 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 NUTMEG INS AGENCY INC/PHS • NAME: 76210840 PHONE (866)467-8730 FAX (NC,No,Eat): (NC.No): The Hanford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAICY INSURED INSURER A: Hartford Underwriters Insurance Company 30104 Rio Media and Advertising INC DBA Rio Media Advertising Agen INSURER B: 3611 AQUARIUS DR HUNTINGTON BEACH CA 92649 INSURER C: INSURER D: INSURER S: 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.LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. 'Not Applicable In WY INSR ADDLSUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MDD/YYYY) (MWDD/YYYY) LIMITS AV COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ $1,000,000 ICLNAIS-MADE )( OCCUR X 76 SBU CF6VWL 09/09/2026 09/09/2027 DAMAGE TO RENTED $ $1,000,000 PREMISES(Ea occurrence) X General Liability MED EXP(Any one person) $ $10,000 A PERSONAL E ADV INJURY $ $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ $2,000,000 X I POLICY JE a LOC PRODUCTS-COMP/OP AGO $ $2,000,000 OTHER: s AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident AUTOS ONLY AUTOS )$ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per acc,'denl) • S ' UMBRELLA LIAB _ OCCUR EACH OCCURRENCE S EXCESS LIAR CLAIAIS-MADE AGGREGATE $ [TED] I RETENTION S $ WORKERS COMPENSATION IPER STATUTE I I OH AND EMPLOYERS'LIABILITY ER ANY PROPRIETORIPARTNER/EXECUTIVE YIN E.L.EACH ACCIDENT S OFFICEILMEMBER EXCLUDED? N 1 A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ II yes,describe under DESCRIPTION OF OPERATIONS be:a:r E.L.DISEASE-POLICY LIMIT S A Data Breach-Defense&Liab Covg 76 SBU CF6VWL 09/09/2026 09/09/20 7 TO FOR �ppROVEDU'►�t ��� 5o,00a DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is nqulred) Those usual to the Insured's Operations, 13y: ` MICHAEL J.VIGLIOTTA CITY ATTORNEY CITY nF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED HUNTINGTON BEACH CA 92648 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �crea.,03`.' Cora&..�.e v ACORD 25(2025/12) ©1988-2025 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD ACORD DATE(MMIODfYYYY) 09/10/2026 CERTIFICATE OF LIABILITY INSURANCE 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(tes)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 tills certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT AUTOMATIC DATA PROCESSING INS AGCY NAME: 76250873 PHONE (800)524-7024 'FAX (800)524-4013 (Arc,No,Est): (ANC,No): 1 ADP BLVD M/S 625 ROSELAND NJ 07068 ADDRESS: D INSURER(S)AFFORDING COVERAGE NAICY INSURER A: Hartford Casualty Insurance Company 29424 INSURED INSURER B: RIO MEDIA&ADVERTISING AGENCY INSURER C: 101 MAIN ST STE 230 HUNTINGTON BEACH CA 92648-8127 INSURERD: 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.NOT'MTHSTANDING 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.LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. 'Not Applicable in WY INSR ADDLSUBR POLICY£FF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSD WVO POLICY NUMBER (MMIODIYYYY) (MWDDIYYYY) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS-MADE'. OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) fMED EXP(Any one person) S PERSONAL&ADV INJURY S GENE AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 5 1POLICY ❑PRO LOC PRODUCTS-COMP/OP AGG S _ JECT OTHER: S COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY S (Ea accident) ANY AUTO BODILY INJURY(Per person) S OWNED SCHEDULED BODILY INJURY(Per accident) 5 AUTOS ONLY AUTOS HIRED NON-EMNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accidenl) S UMBRELLA LIAB _ OCCUR EACH OCCURRENCE 5 EXCESS LIAB CLAIMS-MADE AGGREGATE 5 OED` f RETENTION S S WORKERS COMPENSATION X I SERI UTE IOTTH- AND EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNEFUEXECUTIVE Yf N E.L.EACH ACCIDENT s $1,000,000 W A OFFICER/MEMBER EXCLUDED? N IA A 76 EG Z13950 03/17/2026 03/17/2027 (Mandatory In NH) E.L.DISEASE•FA EMPLOYEE 5 $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION City of Huntington Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 2000 MAIN ST BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED HUNTINGTON BEACH CA 92648-2702 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25(2025/12) ©1988-2025 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOCff ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED NUTMEG INS AGENCY INC/PHS RIO MEDIA AND ADVERTISING INC DBA RIO MEDIA POLICY NUMBER ADVERTISING AGEN SEE ACORD 25 3611 AQUARIUS DR CARRIER NAICCODE HUNTINGTON BEACH CA 92649 SEE ACORD 25 EFFECTIVE DATE:SEE ACORD 25 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM FORM NUMBER: ACORD 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City of Huntington Beach its officers,elected or appointed officials,employees, agents and volunteers are an additional insured per the Additional Insured-Designated Person Or Organization Form SL3042 attached to this policy.Waiver of Subrogation applies in favor of the Certificate Holder per the Business Liability Coverage Form SL 00 00, attached to this policy.Coverage is primary and noncontributory per the Business Liability Coverage Form SL 00 00,attached to this policy. ACORD 101(2014/01) ©2014 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD (-1' ,(• - •* - ,o'a� CITY 0F _ HUNTINGTON BEACH � e�..i Human Resources/Risk Management Department coll ��;/ 2000 Main St. Huntington Beach, CA 92648 Declaration of Permittee I certify that no vehicle(s) will be used or operated in the performance of the task(s) or event(s) for which this permit is granted. I authorize the City of Huntington Beach to immediately and retroactively revoke the license or permit issued in connection with or in the performance of said task(s) or event(s) if any vehicle(s) is used. Permittee Signature: C26P-,-6 Deborah Iorio Print Name: Rio Media &Advertising Inc. Company Name (if applicable): 9-15-2026 Date Signed: Email:RMinsurance@surfcity-hb.org Page 1 of 1 Phone:714.374.5373 ' '::. Policy Change : ..,,,..., 00, HTHE ARTFORD Business Owner's Policy Policy Number: 76 SBU CF6VWL Insurer: Hartford Underwriters Insurance Company, a Policy Period: 09/09/2026 to 09/09/2027 property and casualty company of The Hartford Named Insured and Mailing Address: Rio Media And Advertising Inc., One Hartford Plaza, Hartford, CT 06155 3611 AQUARIUS DR, HUNTINGTON BEACH, CA 92649 Name of Agent/Broker: NUTMEG INS AGENCY INC/PHS Policy Change Number: 001 8711 UNIVERSITY DRIVE EAST CHARLOTTE, NC 28213 Policy Change Effective Date: 09/10/2026, Effective hour is the same as stated in the Code: 76210840 Declarations Page of the Policy. Coverage Parts Affected: Liability Common This is NOT a bill. However, any changes in your premium will be reflected in your next billing statement. You will receive a separate bill from The Hartford. If you are enrolled in repetitive EFT draws from your bank account, changes in premium will changefuture draw amounts. 4 1" O14 1 d .(°1.t igat kt*Illt.tlil�1 i,1 1 OIgiIIsiiP sus`§lAtiss4"o- f 4.4 :. ' �. a. �t�ry y +�{4 t INI it+ v 1� x iVirAiritKitti7 it It�4r�:1O ' 'hk q t, '''' '.41C."-:'!';'-', '%U � `. Sa*" i , k�4. 'Price is subject to fees and surcharges Countersigned by: _.r )cif: C� 4. 09/10/2026 Authorized Representative Date Form SC 00 06 10 18 Page 1 of 2 Process Date: 09/10/2026 ©2018, The Hartford Policy Expiration Date: 09/09/2027 (May include copyrighted material of Insurance Services Office, Inc.,with its permission) Policy Change: THE Business owner's Policy HARTFORD The following Additional Insured has been added as an Additional Insured -Designated Person or Organization. Additional Insure. `:him rr, . appointed officials,employees, agents and volunteers,2000 MAIN ST,HUNTINGTON BEACH,CA 92648 Policy is amended to add the following Endorsement Forms reflecting the changes made to your policy. FORM NUMBER F9'u. AME COVERAGE PART SC 00 06 10 18 POLICY CHANGE Common ADDITIONAL INSURED- SL 30 42 1018 DESIGNATED PERSON OR Liability ORGANIZATION Premium associated with this Policy Change has pro rata factor 0.997. Form SC 00 06 10 18 Page 2 of 2 Process Date: 09/10/2026 ©2018, The Hartford Policy Expiration Date: 09/09/2027 (May include copyrighted material of Insurance Services Office, Inc., with its permission) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. The Hartford ADDITIONAL INSURED - DESIGNATED 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: Designated Person Or Organization a. The person(s) or organization(s) shown in the Declarations as Additional Insured — Designated Person Or Organization 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; or (2) In connection with your premises owned by or rented to you. b. 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. c. The insurance afforded to these additional insureds only applies to the extent permitted by law. B. With respect to the insurance afforded such additional insured(s) by this endorsement, the following additional exclusion is added to Section B. EXCLUSIONS: This insurance does not apply to "bodily injury" or"property damage" included within the"products-completed operations hazard". Form SL 30 42 10 18 Page 1 of 1 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) • lit_The Hartford BUSINESS LIABILITY COVERAGE FORM Various provisions in this Policy restrict coverage. Read the entire Policy carefully to determine rights, duties and what is and is not covered. Throughout this Coverage Part the words "you" and "your" refer to the Named Insured shown in the Declarations. The words"we", "us"and"our"refer to the insurance company shown in the Declarations. "Policy period", as used in this Coverage Part, means the period from the effective date of this Coverage Part to the expiration date of the Coverage Part as stated in the Declarations or the date of cancellation,whichever is earlier. The word"insured"means any person or organization qualifying as such under Section C.Who Is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section F. Liability And Medical Expenses Definitions. A. COVERAGES 1. Business Liability Coverage (Bodily Injury, Property Damage, Personal And Advertising Injury) Insuring Agreement a. We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury", "property damage" or"personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any"suit"seeking those damages. However,we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury"to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (1) The amount we will pay for damages is limited as described in Section D. Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services is covered unless explicitly provided for under Coverage Extension-Supplementary Payments. b. This insurance applies: (1) To"bodily injury"and"property damage"only if: (a) The "bodily injury" or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The"bodily injury"or"property damage"occurs during the policy period;and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C.Who Is An Insured and no "employee"authorized by you to give or receive notice of an"occurrence"or claim, knew that the "bodily injury" or "property damage" had occurred, in whole or in part. If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily injury" or"property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the"coverage territory"during the policy period. c. "Bodily injury"or"property damage"will be deemed to have been known to have occurred at the earliest time when any insured listed under Paragraph 1.of Section C.Who Is An Insured or any"employee"authorized by you to give or receive notice of an"occurrence"or claim: (1) Reports all,or any part, of the"bodily injury"or"property damage"to us or any other insurer; (2) Receives a written or verbal demand or claim for damages because of the "bodily injury" or "property damage";or • Form SL 00 00 10 18 Page 1 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) lit_The Hartford (3) Becomes aware by any other means that"bodily injury"or"property damage" has occurred or has begun to occur. d. Damages because of"bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time from the"bodily injury", e. Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an"occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services;and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one"occurrence". 2. Medical Expenses insuring Agreement a. We will pay medical expenses as described below for"bodily injury"caused by an accident: (1) On premises you own or rent; (2) On ways next to premises you own or rent;or (3) Because of your operations; provided that: (1) The accident takes place in the"coverage territory"and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident; and (3) The injured person submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance.We will pay reasonable expenses for: (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. Coverage Extension-Supplementary Payments a. We will pay,with respect to any claim we investigate or settle,or any"suit"against an insured we defend: (1) All expenses we incur. (2) Up to$1,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for"bodily injury"applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish, finance, arrange for, guarantee, or collateralize these bonds,whether the collateralization is characterized as premium or not. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to$500 a day because of time off from work. (5) All court costs taxed against the insured in the"suit". However, such costs do not include attorneys'fees, attorneys'expenses,witness or expert fees, or any other expenses of a party taxed against the insured. (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. Form SL 00 00 10 18 Page 2 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) .The Hartford (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. Any amounts paid under(1)through (7)above will not reduce the Limits of Insurance. b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit",we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an"insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same"insured contract"; (4) The allegations in the"suit"and the information we know about the"occurrence"are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee; (5) The indemnitee and the insured ask us to conduct and control the defense of that indemnitee against such"suit"and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the"suit"; (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the"suit"; (Ili)Notify any other insurer whose coverage is available to the indemnitee;and (iv)Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee;and (b) Provides us with written authorization to: (i) Obtain records and other information related to the"suit"; and (ii) Conduct and control the defense of the indemnitee in such"suit". So long as the above conditions are met, attorneys'fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. B. EXCLUSIONS 1. Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) "Bodily injury" or "property damage" expected or intended from the standpoint of the insured. This exclusion does not apply to"bodily injury"or"property damage" resulting from the use of reasonable force to protect persons or property;or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting"personal and advertising injury". Form SL 00 00 10 18 Page 3 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford b. Contractual Liability (1) "Bodily injury"or"property damage";or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage"or"personal and advertising injury" that the insured would have in the absence of the contract or agreement; or (b) "Bodily injury"or"property damage"assumed in a contract or agreement that is an"insured contract", provided the"bodily injury" or"property damage" occurs subsequent to the execution of the contract or agreement. Solely for the purpose of liability assumed in an "insured contract", reasonable attorneys' fees and necessary litigation expenses incurred by or for a party other than an insured are deemed to be damages because of"bodily injury"or"property damage"provided: (i) Liability to such party for, or for the cost of, that party's defense has also been assumed in the same "insured contract"; and (ii) Such attorneys' fees and litigation expenses are for defense of that party against a civil or alternative dispute resolution proceeding in which damages to which this insurance applies are alleged. c. Liquor Liability "Bodily injury"or"property damage"for which any insured may be held liable by reason of: (1) Causing or contributing to the intoxication of any person; (2) The furnishing of alcoholic beverages to a person under the legal drinking age or under the influence of alcohol; (3) Providing or failing to provide transportation with respect to any person that may be under the influence of alcohol;or (4) Any statute, ordinance or regulation relating to the sale, gift,distribution or use of alcoholic beverages. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment,training or monitoring of others by an insured, if the"bodily injury"or"property damage"involved that which is described in Paragraph(1), (2),(3)or(4)above. However, this exclusion applies only if you are in the business of manufacturing, distributing, selling, serving or furnishing alcoholic beverages. For the purposes of this exclusion, permitting a person to bring alcoholic beverages on your premises, for consumption on your premises, whether or not a fee is charged or a license is required for such activity, is not by itself considered the business of selling, serving, or furnishing alcoholic beverages. d. Workers'Compensation And Similar Laws Any obligation of the insured under a workers' compensation, disability benefits or unemployment compensation law or any similar law. e. Employer's Liability "Bodily injury"to: (1) An"employee"of the insured arising out of and in the course of: (a) Employment by the insured; or (b) Performing duties related to the conduct of the insured's business;or (2) The spouse, child, parent, brother or sister of that"employee"as a consequence of(1)above. This exclusion applies: (1) Whether the insured may be liable as an employer or in any other capacity;and (2) To any obligation to share damages with or repay someone else who must pay damages because of the injury. Form SL 00 00 10 18 Page 4 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford This exclusion does not apply to liability assumed by the insured under an"insured contract". f. Pollution (1) "Bodily injury", "property damage"or"personal and advertising injury"arising out of the actual, alleged or threatened discharge, dispersal, seepage, migration, release or escape of"pollutants": (a) At or from any premises, site or location which is or was at any time owned or occupied by, or rented or loaned to any insured. However,this paragraph does not apply to: (i) "Bodily injury"if sustained within a building and caused by smoke, fumes,vapor or soot produced by or originating from equipment that is used to heat, cool or dehumidify the building, or equipment that is used to heat water for personal use, by the building's occupants or their guests; (ii) "Bodily injury"or"property damage"for which you may be held liable, if you are a contractor and the owner or lessee of such premises, site or location has been added to this Coverage Part as an additional insured with respect to your ongoing operations performed for that additional insured at that premises, site or location and such premises, site or location is not and never was owned or occupied by, or rented or loaned to,any insured,other than that additional insured;or (ill)"Bodily injury"or"property damage"arising out of heat, smoke or fumes from a"hostile fire"; (b) At or from any premises, site or location which is or was at any time used by or for any insured or others for the handling,storage, disposal, processing or treatment of waste; (c) Which are or were at any time transported, handled, stored, treated, disposed of, or processed as waste by or for: (i) Any insured;or (ii) Any person or organization for whom you may be legally responsible; (d) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the "pollutants" are brought on or to the premises, site or location in connection with such operations by such insured, contractor or subcontractor. However, this paragraph does not apply to: (I) "Bodily injury" or "property damage" arising out of the escape of fuels, lubricants or other operating fluids which are needed to perform the normal electrical, hydraulic or mechanical functions necessary for the operation of"mobile equipment"or its parts, if such fuels, lubricants or other operating fluids escape from a vehicle part designed to hold, store or receive them. This exception does not apply if the "bodily injury" or "property damage" arises out of the intentional discharge, dispersal or release of the fuels, lubricants or other operating fluids, or if such fuels, lubricants or other operating fluids are brought on or to the premises, site or location with the intent that they be discharged, dispersed or released as part of the operations being performed by such insured, contractor or subcontractor; (ii) "Bodily injury" or "property damage" sustained within a building and caused by the release of gases, fumes or vapors from materials brought into that building in connection with operations being performed by you or on your behalf by a contractor or subcontractor;or (iii)"Bodily injury"or"property damage"arising out of heat, smoke or fumes from a"hostile fire"; or (e) At or from any premises, site or location on which any insured or any contractors or subcontractors working directly or indirectly on any insured's behalf are performing operations if the operations are to test for, monitor, clean up, remove, contain,treat, detoxify or neutralize, or in any way respond to, or assess the effects of,"pollutants". (2) Any loss,cost or expense arising out of any: (a) Request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, contain, treat, detoxify or neutralize, or in any way respond to, or assess the effects of,"pollutants"; or (b) Claim or "suit" by or on behalf of a governmental authority for damages because of testing for, monitoring, cleaning up, removing, containing, treating, detoxifying or neutralizing, or in any way responding to, or assessing the effects of, "pollutants". Form SL 00 00 10 18 Page 5 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford However, this paragraph does not apply to liability for damages because of"property damage" that the insured would have in the absence of such request, demand, order or statutory or regulatory requirement, or such claim or"suit"by or on behalf of a governmental authority. g. Aircraft,Auto Or Watercraft (1) Unmanned Aircraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an"unmanned aircraft". Use includes operation and"loading or unloading". This Exclusion g.(1) applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment,training or monitoring of others by that insured, if the"bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an"unmanned aircraft". (2) Aircraft(Other Than Unmanned Aircraft),Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and"loading or unloading". This Exclusion g.(2)applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the"bodily injury" or "property damage" arises out of the ownership, maintenance, use or entrustment to others of any aircraft (other than "unmanned aircraft"), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This Exclusion g.(2)does not apply to: (a) A watercraft while ashore on premises you own or rent; (b) A watercraft you do not own that is: (i) Less than 51 feet long; and (ii) Not being used to carry persons or property for a charge; (c) Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d) Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than "unmanned aircraft")or watercraft; (e) "Bodily injury"or"property damage"arising out of: (i) The operation of any of the machinery or equipment listed in Paragraph f.(2) or f.(3) of the definition of"mobile equipment"; or (II) The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of"mobile equipment"if it were not 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;or (f) An aircraft (other than "unmanned aircraft") that is not owned by any insured and is hired, chartered or loaned with a paid crew. However, this exception does not apply if the insured has any other insurance for such "bodily injury" or "property damage", whether the other insurance is primary, excess, contingent or on any other basis. h. Mobile Equipment "Bodily injury"or"property damage"arising out of: (1) The transportation of"mobile equipment" by an "auto" owned or operated by or rented or loaned to any insured;or (2) The use of"mobile equipment" in, or while in practice or preparation for, a prearranged racing, speed or demolition contest or in any stunting activity. Form SL 00 00 10 18 Page 6 of 22 ©2018, The Hartford • (May include copyrighted material of Insurance Services Office, Inc.,with its permission) • The Hartford i. War "Bodily injury", "property damage" or "personal and advertising injury", however caused, arising, directly or indirectly, out of: (1) War, including undeclared or civil war; (2) Warlike action by a military force, including action in hindering or defending against an actual or expected attack, by any government, sovereign or other authority using military personnel or other agents; or (3) Insurrection, rebellion, revolution, usurped power, or action taken by governmental authority in hindering or defending against any of these. j. Professional Services "Bodily injury", "property damage" or"personal and advertising injury" arising out of the rendering of or failure to render any professional service.This includes but is not limited to: (1) Legal,accounting or advertising services; (2) Preparing, approving, or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; (3) Supervisory, inspection, architectural or engineering activities; (4) Medical, surgical,dental, x-ray or nursing services, treatment,advice or instruction; (5) Any health or therapeutic service treatment, advice or instruction; (6) Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming; (7) Optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (8) Optometry or optometric services including but not limited to examination of the eyes and the prescribing, preparation,fitting, demonstration or distribution of ophthalmic lenses and similar products; (9) Any: (a) Body piercing (not including ear piercing); (b) Tattooing, including but not limited to the insertion of pigments into or under the skin; and (c) Similar services; (10)Pharmaceutical services including but not limited to: (a) The administering, prescribing, preparing, distributing or compounding of pharmaceutical drugs, vaccinations, immunizations or any of their component parts; (b) The providing of or failure to provide home health care or home infusion products or services; and (c) Advising and consulting customers; (11)Computer consulting,design or programming services, including web site design. This exclusion applies even if the claims allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the "bodily injury", "property damage", or "personal and advertising injury" arises out of the rendering of or the failure to render any professional service. Paragraphs(4) and (5) of this exclusion do not apply to the Incidental Medical Malpractice coverage afforded under Paragraph 1.e. in Section A.Coverages. k. Damage To Property "Property damage"to: (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the "property damage" arises out of any part of those premises; Form SI_00 00 10 18 Page 7 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the "property damage" arises out of those operations;or (6) That particular part of any property that must be restored, repaired or replaced because "your work"was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to "property damage" (other than damage by fire) to premises, including the contents of such premises, rented to you for a period of 7 or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section D.Limits Of Insurance. Paragraph (2) of this exclusion does not apply if the premises are "your work" and were never occupied, rented or held for rental by you. Paragraphs(3)and(4)of this exclusion do not apply to the use of elevators. Paragraphs (3), (4), (5) and (6) of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3) and (4) of this exclusion do not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. Paragraph (6) of this exclusion does not apply to"property damage" included in the"products-completed operations hazard". I. Damage To Your Product "Property damage"to"your product"arising out of it or any part of it. m. Damage To Your Work "Property damage" to "your work" arising out of it or any part of it and included in the "products-completed operations hazard". This exclusion does not apply if the damaged work or the work out of which the damage arises was performed on your behalf by a subcontractor. n. Damage To Impaired Property Or Property Not Physically Injured "Property damage"to"impaired property"or property that has not been physically injured, arising out of: (1) A defect, deficiency, inadequacy or dangerous condition in"your product"or"your work"; or (2) A delay or failure by you or anyone acting on your behalf to perform a contract or agreement in accordance with its terms. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to"your product"or"your work"after it has been put to its intended use. o. Recall Of Products,Work Or Impaired Property Damages claimed for any foss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement,adjustment, removal or disposal of: (1) "Your product"; (2) "Your work";or (3) "Impaired property"; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it. p. Personal And Advertising Injury "Personal and advertising injury": (1) Arising out of oral, written, electronic, or any other manner of publication of material, if done by or at the direction of the insured with knowledge of its falsity; Form SL 00 00 10 18 Page 8 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford (2) Arising out of oral, written, electronic, or any other manner of publication of material whose first publication took place before the beginning of the policy period; (3) Arising out of a criminal act committed by or at the direction of the insured; (4) Arising out of any breach of contract, except an implied contract to use another's "advertising idea" in your"advertisement"; (5) Arising out of the failure of goods, products or services to conform with any statement of quality or performance made in your"advertisement"; (6) Arising out of the wrong description of the price of goods, products or services; (7) Arising out of: (a) Any actual or alleged infringement or violation of any intellectual property rights, such as copyright, patent, right of publicity, trademark, trade dress, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or"suit"that also alleges an infringement or violation of any intellectual property right,whether such allegation of infringement or violation is made against you, or by you or by any other party involved in the claim or"suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (i) Infringement, in your"advertisement", of: a. Copyright; b. Slogan; unless the slogan is also a trademark, trade dress, trade name, service mark or other designation of origin or authenticity; or c. Title of any literary or artistic work;or (ii) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". Paragraph (7)(b)ii above shall not apply to claims or "suits" alleging infringement or violation of trademark, trade dress, trade name, service mark or other designation of origin or authenticity. (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. under the definition of"personal and advertising injury"in Section F. Liability And Medical Expenses Definitions. For the purposes of this exclusion, the placing of frames, borders, or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, • publishing or telecasting; (9) Arising out of an electronic chat room or bulletin board the insured hosts, owns, or over which the insured exercises control; (10)Arising out of the unauthorized use of another's name or product in your e-mail address, domain name or metatags, or any other similar tactics to mislead another's potential customers; (11)Arising out of the violation of a person's right of privacy created by any state or federal act. However, this exclusion does not apply to liability for damages that the insured would have in the absence of such state or federal act; (12)Arising out of: (a) Advertising content for others on your web site; (b) Placing a link to a web site of others on your web site; Form SL 00 00 10 18 Page 9 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) litThe Hartford (c) Content from a web site of others displayed within a frame or border on your web site. Content includes information, code, sounds,text, graphics or images;or (d) Computer code, software or programming used to enable: (i) Your web site; or (ii) The presentation or functionality of an"advertisement"or other content on your web site; (13)Arising out of a violation of any anti-trust law; (14)Arising out of the fluctuation in price or value of any stocks, bonds or other securities; (15)Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information; or (16)Arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an "unmanned aircraft". Use includes operation and"loading or unloading". This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "personal and advertising injury" arises out of the ownership, maintenance, use or entrustment to others of any aircraft that is an"unmanned aircraft". However, this exclusion does not apply if the only allegation in the claim or"suit" involves an intellectual property right which is limited to: (a) Infringement, in your"advertisement",of: (i) Copyright; (ii) Slogan;or (iii)Title of any literary or artistic work; or (b) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". q. Access Or Disclosure Of Confidential Or Personal Information And Data-Related Liability (1) Damages because of"bodily injury"or"property damage"arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate"electronic data". This exclusion applies even if such damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraphs(1)or(2)above. However, unless Paragraph (1) above applies, this exclusion does not apply to damages because of"bodily injury". r. Employment-Related Practices "Bodily injury"or"personal and advertising injury"to: (1) A person arising out of any: (a) Refusal to employ that person; (b) Termination of that person's employment; or Form SL 00 00 10 18 Page 10 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) lit_The Hartford (c) Employment-related practices, policies, acts or omissions, such as coercion, demotion, evaluation, reassignment, discipline, defamation, harassment, humiliation, discrimination, malicious prosecution or false arrest directed at that person; or (2) The spouse, child, parent, brother or sister of that person as a consequence of"bodily injury"or"personal and advertising injury" to that person at whom any of the employment-related practices described in Paragraphs(a), (b), or(c)above is directed. This exclusion applies: (1) Whether the injury-causing event described in Paragraphs (a), (b), or (c) above occurs before employment,during employment or after employment of that person; (2) Whether the insured may be liable as an employer or in any other capacity;and (3) To any obligation to share damages with or repay someone else who must pay damages because of the injury. s. Asbestos (1) "Bodily injury", "property damage" or "personal and advertising injury" arising out of the "asbestos hazard". (2) Any damages,judgments, settlements, loss, costs or expenses that: (a) May be awarded or incurred by reason of any claim or "suit' alleging actual or threatened injury or damage of any nature or kind to persons or property which would not have occurred in whole or in part but for the"asbestos hazard"; (b) Arise out of any request, demand, order or statutory or regulatory requirement that any insured or others test for, monitor, clean up, remove, encapsulate, contain, treat, detoxify or neutralize or in any way respond to or assess the effects of an "asbestos hazard"; or (c) Arise out of any claim or"suit"for damages because of testing for, monitoring, cleaning up, removing, encapsulating, containing, treating, detoxifying or neutralizing or in any way responding to or assessing the effects of an"asbestos hazard". t. Recording And Distribution Of Material Or Information In Violation Of Law "Bodily injury", "property damage", or"personal and advertising injury" arising directly or indirectly out of any action or omission that violates or is alleged to violate: (1) The Telephone Consumer Protection Act(TCPA), including any amendment of or addition to such law; (2) The CAN-SPAM Act of 2003, including any amendment of or addition to such law; (3) The Fair Credit Reporting Act (FCRA), and any amendment of or addition to such law, including the Fair and Accurate Credit Transaction Act(FACIA);or (4) Any federal, state or local statute, ordinance or regulation, other than the TCPA, CAN-SPAM Act of 2003 or FCRA and their amendments and additions, that addresses, prohibits or limits the printing, dissemination, disposal, collecting, recording, sending, transmitting, communicating or distribution of material or information. Damage To Premises Rented To You—Exception For Damage By Fire,Lightning Or Explosion Exclusions c. through h. and k. through o. do not apply to damage by fire, lightning or explosion to premises rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section D. Liability And Medical Expenses Limits Of Insurance. 2. Applicable To Medical Expenses Coverage We will not pay expenses for"bodily injury": a. Any Insured To any insured, except"volunteer workers". b. Hired Person To a person hired to do work for or on behalf of any insured or a tenant of any insured. Form SL 00 00 10 18 Page 11 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford c. Injury On Normally Occupied Premises To a person injured on that part of premises you own or rent that the person normally occupies. d. Workers'Compensation And Similar Laws To a person, whether or not an "employee" of any insured, if benefits for the "bodily injury" are payable or must be provided under a workers'compensation or disability benefits law or a similar law. e. Athletics Activities To a person injured while practicing, instructing or participating in any physical exercises or games, sports or athletic contests, f. Products-Completed Operations Hazard Included with the"products-completed operations hazard". g. Business Liability Exclusions Excluded under Business Liability Coverage. C. WHO IS AN INSURED 1. If you are designated in the Declarations as: a. An individual, you and your spouse are insureds, but only with respect to the conduct of a business, other than that described in b.through e.below, of which you are the sole owner. b. A partnership or joint venture, you are an insured. Your members, your partners, and their spouses are also insureds, but only with respect to the conduct of your business. c. A limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers. d. An organization other than a partnership, joint venture or limited liability company, you are an insured. Your "executive officers" and directors are insureds, but only with respect to their duties as your officers or directors.Your stockholders are also insureds, but only with respect to their liability as stockholders. e. A trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. 2. Each of the following is also an insured: a. Employees And Volunteer Workers Your "volunteer workers" only while performing duties related to the conduct of your business, or your "employees", other than either your"executive officers" (if you are an organization other than a partnership, joint venture or limited liability company) or your managers (if you are a limited liability company), but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, none of these"employees"or"volunteer workers"are insureds for: (1) "Bodily injury"or"personal and advertising injury": (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company), or to a co-"employee" while in the course of his or her employment or performing duties related to the conduct of your business, or to your other"volunteer workers"while performing duties related to the conduct of your business; (b) To the spouse, child, parent, brother or sister of that co-"employee" or that "volunteer worker" as a consequence of Paragraph (1)(a)above; (c) For which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in Paragraphs(1)(a)or(b)above; or (d) Arising out of his or her providing or failing to provide professional health care services. If you are not in the business of providing professional health care services, Paragraph (d)does not apply to any nurse, emergency medical technician or paramedic employed by you to provide such services. (2) "Property damage"to property: Form SL 00 00 10 18 Page 12 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) 41:The Hartford (a) Owned, occupied or used by: (b) Rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by you, any of your"employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member(if you are a limited liability company). b. Real Estate Manager Any person (other than your"employee" or"volunteer worker"), or any organization while acting as your real estate manager. c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50%of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown in the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance. 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a. Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period,whichever is earlier; and b. Coverage under this provision does not apply to: (1) "Bodily injury"or"property damage"that occurred;or (2) "Personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to"mobile equipment"any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury"to a co-"employee"of the person driving the equipment; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5. Operator Of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons or property for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: Form SL 00 00 10 18 Page 13 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) .The Hartford a. "Bodily injury"to a co-"employee"of the person operating the watercraft;or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. No person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or"suits"brought; or c. Persons or organizations making claims or bringing"suits". 2. Aggregate Limits The most we will pay for: a. Damages because of"bodily injury" and "property damage" included in the "products-completed operations hazard"is the Products-Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury", "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion. 3. Each Occurrence Limit Subject to 2.a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in the Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Limit shown in the Declarations. 4. Personal And Advertising Injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations. 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of"property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion,while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of: a. The limits of insurance required in a written contract,written agreement or permit; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section. If more than one limit of insurance under this Policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this Policy and the endorsements is the single highest limit of liability of all Form SL 00 00 10 18 Page 14 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) 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 Page 15 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) 41.The Hartford (1) You or any additional insured under this Coverage Part that is an individual; (2) Any partner, if you or an additional insured under this Coverage Part is a partnership; (3) Any manager, if you or an additional insured under this Coverage Part is a limited liability company; (4) Any"executive officer"or insurance manager, if you or an additional insured under this Coverage Part is a corporation; (5) Any trustee, if you or an additional insured under this Coverage Part is a trust; or (6) Any elected or appointed official, if you or an additional insured under this Coverage Part is a political subdivision or public entity. This Paragraph f.applies separately to you and any additional insured under this Coverage Part. 3. Legal action Against Us No person or organization has a right under this Coverage Part: a. To join us as a party or otherwise bring us into a"suit"asking for damages from an insured; or b. To sue us on this Coverage Part unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 4. Separation Of Insureds • Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this Policy to the first Named Insured,this insurance applies: a. As if each Named Insured were the only Named Insured;and b. Separately to each insured against whom a claim is made or"suit" is brought. 5. Representations a. When You Accept This Policy By accepting this Policy, you agree: (1) The statements in the Declarations are accurate and complete; (2) Those statements are based upon representations you made to us; and (3) We have issued this Policy in reliance upon your representations. b. Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose all hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 6. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c.below. b. Excess Insurance This insurance is excess over any of the other insurance,whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or OCIP, Contractor Controlled Insurance Program or CCIP, Wrap Up Insurance or similar coverage for "your work"; Form SL 00 00 10 18 Page 16 of 22 ©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) litThe 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) lit_The Hartford (3) "Personal and advertising injury"offenses that take place through the Internet or similar electronic means of communication. provided the insured's responsibility to pay damages is determined in the United States of America (including its territories and possessions), Puerto Rico or Canada, in a"suit"on the merits according to the substantive law in such territory, or in a settlement we agree to. 7. "Electronic data" means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of "electronic data", means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it,which enable the computer or device to receive, process, store, retrieve or send data. 8. "Employee" includes a"leased worker". "Employee"does not include a"temporary worker". 9. "Executive officer" means a person holding any of the officer positions created by your charter, constitution, by- laws or any other similar governing document. 10. "Hostile fire"means one which becomes uncontrollable or breaks out from where it was intended to be. 11. "Impaired property" means tangible property, other than "your product" or"your work", that cannot be used or is less useful because: a. It incorporates "your product" or"your work" that is known or thought to be defective, deficient, inadequate or dangerous;or b. You have failed to fulfill the terms of a contract or agreement; if such property can be restored to use by: a. The repair, replacement, adjustment or removal of"your product"or"your work"; or b. Your fulfilling the terms of the contract or agreement. 12. "Insured contract" means: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning or explosion to premises while rented to you or temporarily occupied by you with permission of the owner is subject to the Damage To Premises Rented To You limit described in Section D. Liability And Medical Expenses Limits Of Insurance. b. A sidetrack agreement; c. Any easement or license agreement, including an easement or license agreement in connection with construction or demolition operations on or within 50 feet of a railroad; d. Any obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e. An elevator maintenance agreement; or f. That part of any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for a municipality) under which you assume the tort liability of another party to pay for "bodily injury" or "property damage" to a third person or organization. Tort liability means a liability that would be imposed by law in the absence of any contract or agreement. Paragraph f. includes that part of any contract or agreement that indemnifies a railroad for"bodily injury" or "property damage" arising out of construction or demolition operations within 50 feet of any railroad property and affecting any railroad bridge or trestle,tracks, road-beds, tunnel, underpass or crossing. However, Paragraph f.does not include that part of any contract or agreement: (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys,field orders, change orders,designs or drawings and specifications; or (b) Giving directions or instructions, or failing to give them, if that is the primary cause of the injury or damage; or Form SL.00 00 10 18 Page 19 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insured's rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker"means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14. "Loading or unloading"means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft,watercraft or"auto"; or c. While it is being moved from an aircraft,watercraft or"auto"to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck,that is not attached to the aircraft,watercraft or"auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers,farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles,whether self-propelled or not, on which are permanently mounted: (1) Power cranes,shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers; e. Vehicles not described in a., b., c., or d. above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b.,c.,or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment"but will be considered"autos": (1) Equipment, of at least 1,000 pounds gross vehicle weight, designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing;or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicle that is subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where they are licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law or motor vehicle registration law are considered"autos". 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: Form SL 00 00 10 18 Page 20 of 22 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford a. False arrest, detention or imprisonment; b. Malicious prosecution; c. The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; d. Oral, written, electronic, or any other manner of publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e. Oral,written, electronic,or any other manner of publication of material that violates a person's right of privacy; f. Copying, in your"advertisement", a person's or organization's"advertising idea"or style of"advertisement"; or g. Infringement of copyright, slogan,or title of any literary or artistic work, in your"advertisement". 18. "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis,chemicals and waste.Waste includes materials to be recycled, reconditioned or reclaimed. 19. "Products-completed operations hazard"; a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of"your product"or"your work"except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete,will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of"your product"for consumption on premises you own or rent. b. Does not include"bodily injury"or"property damage"arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the"loading or unloading"of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage"means: a. Physical injury to tangible property, including all resulting loss of use of that property.All such loss of use shall be deemed to occur at the time of the physical injury that caused it;or b. Loss of use of tangible property that is not physically injured.All such loss of use shall be deemed to occur at the time of"occurrence"that caused it. As used in this definition, "electronic data"is not tangible property. 21. "Suit"means a civil proceeding in which damages because of"bodily injury", "property damage"or"personal and advertising injury"to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent;or b. Any other alternative dispute resolution proceeding in which such damages are claimed and to which the insured submits with our consent. Form SL 00 00 10 18 Page 21 of 22 ©2018, The Hartford (May include copyrighted material of Insurance Services Office, Inc.,with its permission) The Hartford 22. "Temporary worker"means a person who is furnished to you to substitute for a permanent"employee"on leave or to meet seasonal or short-term workload conditions. 23. "Unmanned aircraft"means an aircraft that is not: a. Designed; b. Manufactured; or c. Modified after manufacture; to be controlled directly by a person from within or on the aircraft. 24. "Volunteer worker"means a person who: a. Is not your"employee"; b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 25. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name;or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 26. "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts or equipment furnished in connection with such work or operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of"your work"; and (2) The providing of or failure to provide warnings or instructions. Form SL 00 00 10 18 Page 22 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. 11.The Hartford EXCLUSION - NUCLEAR ENERGY LIABILITY Except as otherwise stated in this endorsement,the terms and conditions of the Policy apply. A. This insurance does not apply: 1. To any injury or damage: a. With respect to which an insured under the Policy is also an insured under a nuclear energy liability policy issued by Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or any of their successors, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability;or b. Resulting from the"hazardous properties"of"nuclear material"and with respect to which: (1) Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954,or any law amendatory thereof;or (2) The insured is,or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof,with any person or organization. 3. Under any Medical Payments or Medical Expenses Coverage, to expenses incurred with respect to"bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility"by any person or organization. 4. To any injury or damage resulting from the"hazardous properties"of"nuclear material"; if: a. The"nuclear material": (1) Is at any"nuclear facility"owned by,or operated by or on behalf of, an insured; or (2) Has been discharged or dispersed therefrom; b. The "nuclear material" is contained in "spent fuel" or "waste" at any time was possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or c. The injury or damage arises out of the furnishing by any insured of any "technology services" in connection with the planning, construction, maintenance,operation or use of any"nuclear facility"; or d. The injury or damage arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any"nuclear facility"; but if such facility is located within the United States of America, its territories or possessions or Canada, this exclusion (d)applies only to"property damage"to such"nuclear facility"and any property thereat. B. As used in this exclusion,the following definitions apply: 1. "Byproduct material", "source material" and "special nuclear material" have the meanings given to them in the Atomic Energy Act of 1954 or in any law amendatory thereof. 2. "Computer system and network"means: a. Leased or owned computer hardware including mobile, networked, and data storage computing equipment; b. Owned or licensed software; c. Owned websites; d. Leased or owned wireless input and output devices; and e. Electronic backup facilities and data storage repositories employed in conjunction with 2.a. through 2.d. above. 3. "Hazardous properties"include radioactive, toxic or explosive properties. 4. "Nuclear facility"means: a. Any"nuclear reactor"; b. Any equipment or device designed or used for: Form SL 20 06 10 18 Page 1 of 2 ©2018,The Hartford (May include copyrighted material of Insurance Services Office, Inc., with its permission) 2000 Main Street, *1.11NGr0"., Huntington Beach,CA 92648 City of Huntington Beach APPROVED 4-2-1 S -774`.1 (GRUEL,WILLIAMS-NO; .00N1VK,✓�✓ VAN DER MARK-ABSENT) File #: 26-485 MEETING DATE: 6/2/2026 Subject: Item Submitted by Mayor Pro Tern Twining and Councilman Kennedy - Lifeguard Tower Advertising License Agreement Recommended Action: Direct staff to allow for copy content related to gambling and delegate authority to the City Manager to execute an amended agreement for the Lifeguard Tower Advertising License Agreement allowing for copy content related to resort and casinos. Attachment(s): 1. Councilmember Item - Lifeguard Tower Advertising License Agreement City of Huntington Beach Page 1 of 1 Printed on 5/27/2026 powered by LegistarT" 1014 'p���NTINGTp 'Uo '`;;;; z;:(9 ` CITY OF i -)1 ) a HUNTINGTON BEACH own", City Council Meeting - Council Member Items Report To: City Council From: Mayor Pro Tern Twining Councilman Don Kennedy Date: June 2, 2026 Subject: Lifeguard Tower Advertising License Agreement ISSUE STATEMENT In October 2024, the City released an RFP for management and operations of advertisements on lifeguard towers. The project goal is to create public-private partnerships in which the City can sell advertising space on unused blank areas on the outside of lifeguard towers to generate revenue. On May 6, 2025, an agreement was approved between the City and Rio Media and Advertising, Inc. for licensing lifeguard towers for advertising. To accommodate the creative selection of advertisements, I propose to allow for copy content to allow reference to Resort and Casino, and specifically to "Yaamava Resort & Casino" and their intent to advertise on at least ten lifeguard towers and execute an amended license agreement. This agreement with Rio Media makes for a strong, advertising partnership with Yaamava Resort & Casino, a high profile concert venue which hosts top music and entertainment performances and anticipated to yield more than $300,000 in direct economic impact. RECOMMENDED ACTION Direct staff to allow for copy content related to gambling and delegate authority to the City Manager to execute an amended agreement for the Lifeguard Tower Advertising License Agreement allowing for copy content related to resort and casinos. ENVIRONMENTAL STATUS Not applicable STRATEGIC PLAN GOAL Goal 2 - Fiscal Stability, Strategy A- Consider new revenue sources and opportunities to support the City's priority initiatives and projects. 2000 Main Street,Huntington Beach,CA 92648 I www.huntingtonbeachca.gov 1015 2000 Main Street, ytatirrc�� TIN Huntington Beach,CA 92648 City of Huntington Beach APPROVED 5-0-1-1 (GRUEL-ABSENT, `'F��^trr �� TWINING ABSTAIN) File#: 25-335 MEETING DATE: 5/6/2025 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, City Manager VIA: Eric McCoy, Fire Chief PREPARED BY: Bonnie To, Principal Management Analyst Subject: Approve and authorize execution of a three-year License Agreement with Rio Media & Advertising Inc. for the Lifeguard Tower Advertisements Program Statement of Issue: The City of Huntington Beach has a total of 24 oceanfront lifeguard towers within the City's jurisdiction. As an opportunity for revenue generation, the Huntington Beach Fire Department requested proposals from qualified vendors to implement a Lifeguard Tower Advertisement Program. Vendors submitted their proposals along with revenue projections, and based on the evaluation criteria, Ro Media &Advertising Inc. (Rio) was selected. City Council action is requested to approve and authorize execution of a three-year License Agreement with Rio for the Lifeguard Tower Advertisements. Financial Impact: Projected annual revenue to the City of Huntington Beach based on Rio's Annual Revenue Projection is estimated at $700,000. The Projected Payment Schedule from the vendor would be quarterly payments to the City, accompar ied by comprehensive revenue reports. Recommended Action: Approve and authorize Mayor and City Clerk to execute a three-year"Lifeguard Tower Advertising License Agreement by and Between the City of Huntington Beach and Rio Media and Advertising Inc." Alternative Action(s): SUPPLEMENTAL Do not approve, and direct staff accordingly. COMMUNICATION Analysis: Meeting Date: 06/02/2026 City of Huntington Beach Page 1 of 2 Printed on 4/30/2025 . . powered by LegistarTM Agenda Item No. 26 (26-485) 51 File#: 25-335 MEETING DATE: 5/6/2025 As part of the City's ongoing efforts to identify new revenue sources, the Huntington Beach Fire Department (HBFD) identified an opportunity for ad space on the back of the City's existing lifeguard towers. HBFD issued a Request for Proposal (RFP) looking for qualified vendors to develop and maintain a Lifeguard Tower Advertisement Program. While the HBFD relies upon the expertise and skillset of potential vendors, various guidelines regarding advertisement size, quantity, location, and content were set forth. The vendor would be required to follow any applicable rules, regulations, and guidelines as required by the federal, state, City, local, and other government agencies, including the California Coastal Commission. Advertisements are to be limited in size and incorporated within existing design and layout on the back of towers only. Advertisements are not to interfere with existing tower numbers, municipal codes, and ocean safety information. Currently, there are advertisements on the back of four towers. Two vendors submitted proposals with revenue projections to the City. Based on the RFP evaluation criteria, the vendor Rio Media &Advertising Inc. was selected. With over two decades of outdoor advertising experience, Rio is a Huntington Beach business focused on balancing community-driven advertising with strong revenue generation. Rio's Annual Revenue Projection is $1,000,000, of which the vendor would receive 30% and the City would receive 70%. The estimated breakdown is as follows: • Tier 1 High-traffic towers $500,000 • Tier 2 Medium-traffic towers $300,000 • Tier 3 Low-traffic Towers $200,000 City Council action is requested to authorize execution of a three-year License Agreement with the ability to extend for one additional year with Rio Media &Advertising Inc. for the Lifeguard Tower Advertisements. Environmental Status: The requested action to approve an advertising contract for the display of public information items and advertisements on existing lifeguard towers is covered by Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines, which exempts activities where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. 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. Lifeguard Tower Advertising License Agreement City of Huntington Beach Page 2 of 2 Printed on 4/30/2025 powered by LegistarTM 52 LIFEGUARD TOWER ADVERTISING LICENSE AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND RIO MEDIA AND ADVERTISING INC. This Advertising License Agreement ("Agreement") is made effective as of � , 2025, by and between the City of Huntington Beach, a California municipal core ation, hereinafter referred to as "City,"and Rio Media and Advertising, Inc., a California corporation,hereinafter referred to as "Licensee," for the purpose of licensing certain lifeguard towers within the jurisdiction of City for advertising purposes. The Licensee and City are hereinafter referred to collectively or individually as "Parties" or"Party". RECITALS: WHEREAS, City is the owner and operator of lifeguard towers ("Towers") located on the beaches of Huntington Beach and City may use the Towers for advertisements to generate revenue, in addition to posting beach information for the public; and Licensee is engaged in the business of installing, selling,and placing advertising on various forms of signage media and desires to sell and place advertising on the Towers ("Advertising Display") and to generate revenue to support the goals and mission of City, NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements,representations, and warranties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,the parties hereby agree as follows: 1. Incorporation. The above Recitals are incorporated by reference herein and are contractual and not mere recitals. 2. License, Facilities, and Displays. (a) City hereby grants an exclusive right and license to Licensee and Licensee licenses from City,the Advertising Display for the Permitted Use, on the terms and conditions hereinafter set forth in this Agreement. (b) Each Tower will have at least one Advertising Display which can display advertising, as depicted in the program documents consisting of City's Request for Proposal dated October 24, 2024 and Licensee's response dated November 26,2024, collectively attached hereto as Exhibit A. The size, number, location and price of each Advertising Display shall be as depicted in Exhibit A. During the term, the Licensee shall ensure that every Advertising Display is in good condition. The Locations listed on Exhibit "A" are sometimes referred to herein as the "Minimum Locations". Exhibit "A" may be supplemented and changed from time to time by mutual agreement in writing by the parties. 1 25-16396/376558 (c) The Advertising Displays will be initially procured, assembled and installed by Licensee on all Towers (collectively the("Installations") at licensee's expense. The Advertising Displays will be light weight, easily moved and safely affixed to the Towers. City acknowledges that the displaying of the Advertising Displays, as provided in this paragraph is critical to generating advertising revenue. Licensee will be solely responsible for and have the exclusive right to obtain advertising for the Advertising Display subject to this Agreement, and Licensee shall have full control of the advertising process, including advertising rates on posting, copy production, and the terms and conditions of all advertising sales as long as it abides by all laws. 3. Permitted Use. Licensee may replace an Advertising Display with an alternate Advertising Display that needs a refresh or repair. Licensee agrees to ensure the swap out will be made in the least disruptive manner possible. Upon termination or expiration of the License, the Licensee agrees to replace all logos/advertising with a public service announcement provided by the City and the costs for the public service announcement shall be the responsibility of the terminating party. Licensee shall be permitted to install, maintain, operate, service, replace the Advertising Displays with public service and commercial advertising displays, including the installation of a fastening system for the Advertising Displays that will allow for easy placement and removal of the Advertising Displays from the Towers and also secure the Advertising Displays to the Towers during the periods that they are displayed to the public. 4. Term. The term of this Agreement shall be for three (3) years, with the option to extend an additional one (1)year,commencing on the execution of this Agreement and after approval by the City Council of City("Commencement Date"),unless sooner terminated or extended, in whole or in part, as provided in this Agreement. 5. Reserved. 6. Payments and Notices. All License fees paid hereunder, and all notices are to be forwarded to the City at the address noted below. Until Licensee is notified in writing of change of ownership, payment will be remitted to the City or its assignee who has given written notice. All Fees shall be deemed to have been received on time unless City notifies Licensee of non-receipt of payment. All notices are effective upon dispatch and must be delivered by certified mail,personal delivery or commercial courier to City or Licensee at the respective addresses as follows: 2 25-16396/376558 General notices shall be sent to the Licensee at: Rio Media&Advertising, Inc. Attn: Thomas Iorio 101 Main Street, Suite 230 Huntington Beach, CA 92648 General notices shall be sent to the City at: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn.: Fire Chief Payments to City shall be sent to City at: City of Huntington Beach P.O. Box 190 Huntington Beach, CA 92648 Attn.: City Treasurer 7. License Fees. In consideration of City making the Minimum Locations available for advertising during the Term, Licensee shall pay to City License Fees of 7Q% of all revenues based on the tiered pricing structure as set forth in Exhibit A. City, or its designee, shall have the right to audit the books and records maintained by Licensee in connection with advertising including but not limited to all financial records, bank statements,cancelled checks or other proof of payment(s), costs incurred by Licensee that is related to this Agreement, that is the subject matter of this Agreement, in a digital or electronic format, or at Licensee's offices or via reasonable video conferencing meeting and at reasonable times, twice per year, upon not less than fourteen(14)days' prior written notice to Licensee. 8. Obstructions. Provided it is not disruptive to City's operations, and is within their authority and ability to do so, personnel of City shall keep the Advertising Displays free from obstructions and will not permit or allow any material impairment, improvements, equipment, or other obstruction by City or other parties to materially interfere with the full and undisturbed visibility of the advertising thereon. Licensee has the right, as legally permissible, to remove any obstruction that hinders the view of any advertising copy or messages placed on the Sign(s) and City will cooperate with Licensee in removing any obstructions. 9. Tower Cleaning and Maintenance. Licensee will periodically clean and maintain the Towers as set forth in Exhibit A. 3 25-16396/376558 10. Access. Fire Department Staff will provide Licensee with access when needed to the Towers in order to test the Advertising Displays and their fastening system, deliver the Advertising Displays to the Towers,replace Advertising Displays, inspection of the Advertising Displays, perform Tower maintenance, and to otherwise implement this Agreement. 11. Other Advertising. The licenses, right and privileges granted to Licensee to use the Advertising Displays for logo/advertising purposes is exclusive to Licensee as long as this agreement is in effect. As of the date of this Agreement, no other advertising is contemplated on the Towers. 12. Permits. Licensee shall obtain, at its sole cost and expense, any and all required permits, licenses, authorizations or consents for the advertising use of the Towers as contemplated herein. 13. Copy Content. City reserves the right to review and approve all advertising content. In addition, the messages on the Advertising Displays must not feature alcohol, tobacco, vape, gambling, politics, religion,nothing of a sexual nature or feature advertisements on City's vehicles or allow any advertisements to state, "Official Vehicle Sponsor of the Huntington Beach Lifeguards." A period of 48 hours or 2 business days will be allotted for review. 14. Hold Harmless. Licensee hereby agrees to protect, defend, indemnify and hold harmless City, 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, and consequential damage or liability of any kind or nature,however caused, including those resulting from death or injury to Licensee's employees and damage to Licensee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Licensee, caused in whole or in part by any negligent act or omission of the Licensee, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity and defense obligation shall apply to all claims and liability, including but not limited to, any claims related to whether the approval of the Event by City, or the Event itself, is in compliance with applicable federal, state and local laws, and regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. 4 25-16396/376558 15. Workers' Compensation Insurance. Pursuant to California Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Licensee shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the Workers' Compensation and Employer's Liability Insurance and Licensee shall similarly require all subcontractors to waive subrogation. 16. General Liability Insurance. In addition to the Workers' Compensation and Employer's Liability Insurance and Licensee's covenant to defend,hold harmless and indemnify City, Licensee shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage for Licensee's operations under this Agreement. 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 use of the Licensed 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) 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) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for the use of the Licensed Premises. This policy shall name City, its officers,elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the use of the Licensed Premises 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. 17. Automobile Liability Insurance. Licensee shall obtain and furnish to City an automotive liability insurance policy covering Licensee's operations under this Agreement. This policy shall provide coverage for Licensee's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate"Additional Insured Endorsement" page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 5 25-16396/376558 18. Certificate of Insurance. Prior to commencement of any activity hereunder, Licensee shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: Provide the name and policy number of each carrier and policy; State that the policy is currently in force; and Promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however,ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Licensee shall maintain the foregoing insurance coverage in force during the entire Term of this License, including any extensions of the Term as provided herein. This requirement for carrying the foregoing insurance coverage shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Licensee shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 19. Default. If any one or more of the following events shall happen (an "Event of Default"),then and in any such event, City may upon written notice to Licensee terminate this License: (a) Licensee fails to pay any Fees payable hereunder within five (5) days of when due and does not cure such failure within ten (10) business days after receipt of written notice from City of such delinquency and nonpayment; (b)Licensee fails to perform any of its obligations under this License (other than payment of any Fees) and such failure shall continue for a period of twenty (20) days after notice thereof from City provided; (c)Licensee files for a voluntary petition, or has filed against it any involuntary petition for, bankruptcy which is not stayed or discharged within sixty (60) days, or makes a general assignment for the benefit of creditors. Any out-of- pocket,third party, reasonable charges incurred by City as a result of Licensee's Event of Default shall be added as additional Fees to which Licensee shall be responsible for. 20. Termination for Convenience. The Agreement may be terminated, in whole or in part, from time to time, when such action is deemed by City, in its sole discretion, to be in its best interest. Termination of work hereunder will be effected by notice of termination to Licensee specifying the extent to which performance of work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective will be no less than 120 days after the notice is sent. 6 25-16396/376558 21. Force Majeure. Licensee shall not be deemed to be in default hereunder and its performance shall be delayed and excused if it is delayed or prevented from performing any of the obligations hereunder, by reason of Force Majeure events. Licensee shall additionally not be deemed to be in default hereunder and its performance shall be delayed and excused if Licensee is unable to sell and/or display advertising and/or conduct business on the Towers, as was theretofore normally sold, displayed and/or conducted in the ordinary course of business, by reason of any "Force Majeure" event, defined to mean and include casualty, condemnation, disease, epidemics,pandemics, quarantines, laws, changes in laws,requirements,restrictions or limitations of governmental authorities,flood,boycotts, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, unusually severe weather conditions,riots, rebellion, sabotage,major traffic disruptions or changes, war,terrorism, other emergency, delays in obtaining permits or governmental approvals not caused by the acts or omissions of Licensee, or any other circumstances for which Licensee is not responsible and which are not within Licensee's reasonable control. 22.Notices. Any notice to any party under this License shall be, pursuant to the names and addresses set forth above, in writing by certified or registered mail, or commercial overnight delivery service and shall be effective on the earlier of(a)the date when delivered and receipted for by a person at the address specified within this License, or(b)the date which is three(3)days after mailing (postage prepaid) by certified or registered mail,return receipt requested, to such address;provided that in either case notices shall be delivered to such other address as shall have been specified in writing by such party to all parties hereto prior to the notice being delivered. 23. Waivers; Curing Defaults. (a) The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this License, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this License or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by City of the Fees with knowledge of breach by Licensee of any obligation of this License shall not be deemed a waiver of such breach. (b) If either party shall default in the performance of any of its obligations under this License,the other party, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of the nonperforming party, without notice in a case of emergency, and in any other case only if such default continues after the cure period provided in this License. 7 25-16396/376558 24. Miscellaneous. (a) All understandings and agreements heretofore had between the parties are merged in this License which alone fully and completely expresses their agreement and which is entered into after full investigation,neither party relying upon any statement or representation not embodied in this License. (b) No agreement shall be effective to change or waive any provision of this License, in whole or in part, unless the same is in writing, refers expressly to this License and is signed by both parties. (c) This License shall bind and benefit the parties hereto and their respective successors and assigns. (d) Irrespective of the place of execution or performance, this License shall be governed by and construed in accordance with the laws of the State of California. If any provision of this License or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable,the remainder of this License and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The captions, headings and titles in this License are solely for convenience of reference and shall not affect its interpretation. Each covenant, agreement, obligation or other provision of this License on Licensee's part to be performed, shall be deemed and construed as a separate and independent covenant of Licensee, not dependent on any other provision of this License. All terms and words used in this License, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. (e) This License may be executed in multiple counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. The invalidity of any portion of this License shall not have any effect on the balance hereof. This License shall be binding upon the parties hereto, as well as their successors,heirs, executors and assigns. Any signature to this License transmitted by facsimile or e-mail (in PDF or comparable format) shall be considered to have the same legal and binding effect as any original signature. Each party represents and warrants to the other that it is duly authorized to execute and deliver this License Agreement. (f) This License has been mutually negotiated and drafted and shall be construed neither for nor against City or Licensee but shall be construed without regard to any presumption or other rule of construction against a party causing a provision to be drafted, added or deleted. (g) The failure of City or Licensee to enforce any of the rights given to it under this License by reason of the violation of any of the covenants in this License to be performed by either party shall not be construed as a waiver of the rights of City or Licensee to exercise any such rights as to any subsequent violations of such covenants or as a waiver of any of the rights given to City or Licensee by reason of the violation of any of the covenants of this License. 8 25-16396/376558 25. Removal of Advertising Upon Termination. At the end of the Term or upon earlier termination of this License Agreement, Licensee shall remove from the Towers all equipment, signs, and other personal property placed by it on the Towers. The Licensee may leave any pre-agreed materials used on the Towers or otherwise agreed to by City,which the Licensee shall be entitled to leave on the Towers at the end of the Term. On the last day of the Term(or as soon thereafter as is reasonably practical), a duly authorized representative of the City and of Licensee shall together inspect the Towers to evaluate the state of the Towers. Licensee shall not be liable for any pre-existing condition; however, Licensee shall be liable for any damage occurring from its use of the Towers for the advertising. Licensee shall return the Towers to the condition in which they existed at the beginning of the Term. 26. Sublicensing or Assignment Prohibited. This License is personal to Licensee, and Licensee shall have no right to assign its rights hereunder or to sublicense this Agreement. 27. Attorneys' Fees. In the event of litigation or other proceeding brought to enforce this License Agreement, each party shall bear its own attorneys' fees and costs. The prevailing party will not be entitled to recover its attorneys' fees, costs, and expenses in connection with such litigation or other proceeding from the other party. IN WITNESS WHEREOF, the Parties have executed this License Agreement by and through their authorized officers on gal (,i , 2025. 9 25-16396/376558 LICENSEE, CITY OF HUNTINGTON BEACH,a RIO MEDIA&ADVERTISING,INC. municipal corporation of the State of California By: �. Mayor I h o"as print name ITS: (circle one) Chairma residen ice City Clerk President AND , INITIATED AND APPROVED: By: �l dv Fire Chief print name REVIEWED AND APPROVED: ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary-Treasurer City Manager APPROVED AS TO FORM: City Attorney COUNTERPART 10 25-16396/376558 LICENSEE, CITY OF HUNTINGTON BEACH, a RIO MEDIA&ADVERTISING, INC. municipal co oration of the State of California By: Mayor print nameilliati/jte,*air ITS: (circle one) Chairman/PresidentNice City Clerk President INITIATED AND APPROVED: AND By: Fire Chief print name REVIEWED AND APPROVED: ITS: (circle one) Secretary/Chief Financial Officer/Asst. Secretary - Treasurer City Manag APPROVED AS TO FORM: City Attorney D� COUNTERPART to 25-16396/376558 a i EXHIBIT A REQUEST FOR PROPOSALS FOR LIFEGUARD TOWER ADVERTISEMENTS PROGRAM TOWER [ B YOUR AD 0114. HERE 1 • f�/lip i 1MillPO . ,, ?,.dRu !r o Y'i CITY OF HUNTINGTON BEACH Fire Department Released on: October 24,2024 Addendum# 4- 2 Table of Contents Section I. General Description and Introduction Section II. Schedule of Events Section III. Project Background Section IV. Scope of Work/Service Section V. Proposal Submission Requirements Section VI. Selection Criteria Section VII. Selection Process Selection VIII. Submission Deadline Section IX.Request For Additional Information Section X.Taxes and Licenses Section XI. Standard Terms and Conditions 2 Section I. General Description and Introduction The City of Huntington Beach("City')is requesting proposals from qualified Vendors specializing in management and operations of advertisements/ads placed on lifeguard towers. The City of Huntington Beach has a total of 24 Oceanfront Lifeguard Towers. The Huntington Beach Fire Department Marine Safety Division uses the back of the lifeguard towers to display the tower number,municipal codes,and ocean safety information.Currently,there are advertisements on the back of four of the lifeguard towers. The successful Vendor("Vendor")would be considered for a three(3)year Lifeguard Tower Advertising License Agreement with the City,with the ability to extend an additional one(1) year. By submitting a proposal,the Vendor/Consultant accepts all terms and conditions of this RFP including the attached sample Agreement.The Vendor would be required to follow any applicable rules,regulations,and guidelines as required by the federal, state, City, local, and all government agencies,including the California Coastal Commission. Section II.Schedule of Events ii This request for proposal will be governed by the following schedule: • Release of RFP October 24,2024 • Job Walk(Mandatory) November 7,2024 @ 10am o Starting Location: Lifeguard Headquarters; 101 PCH,HB,CA 92648 13 • Deadline for Written Questions November4K024 by 4pm 20- • Responses to Questions Posted on Web November 2024 • Proposals are Due December 3, by 4pm IduvcIL1bV► !!�! 024 by 4pm • Proposal Evaluation Completed December 2024 (Tentative) • Approval of Contract December 2024(Tentative) Section III. Project Background There are 24 Ocean Lifeguard Towers along the coastline of Huntington City Beach between Beach Boulevard and Seapoint Avenue. All of the towers have unused space on the back of the towers,sides of the towers,and/or roofs of the towers which could serve as spaces for various advertisements.Certain towers are more popular and have more visibility to the public than others and should/may be priced accordingly. Lifeguard tower advertisements will allow the City of Huntington Beach to create unique public- private partnerships in which both parties can benefit Other Fire Department Marine Safety Divisions,such as LA County,are already establishing these partnerships and generating revenue by selling ad space on the back or sides of lifeguard towers. 3 Advertising Vendors with experience in advertising on ocean lifeguard towers and with current contracts with public agencies, specifically in Southern California,.are desirable. Section IV. Scope of Work/Service/Service A) The selected Vendor shall execute a Lifeguard Tower Advertising License Agreement (see Appendix B)with the City for management of the lifeguard tower ads in all selected locations. 1) The selected Vendor will provide a Projected Annual Breakdown Report.The breakdown should include total monies earned through lifeguard advertisement at Huntington Beach(projected),percentage of money to be kept by the Vendor, percentage of money to be allocated and paid to the City, and projected payment dates to the City.The City prefers monthly or quarterly payments in order to track ongoing revenues. 2) All lines in the Scope of Work/Service/Service Section are required.The optional lines will state"optional". If the Vendor has a"substitute request"on any required or optional line,please thoroughly explain the"substitute request"and provide justification. 3) A Job Walk by the vendor will be mandatory for this RFP as stated in the Schedule of Events. 4) The Vendor would be required to follow any applicable rules,regulations, and ' guidelines as required by the federal, state, City, local, and all government agencies, including the California Coastal Commission. 5) Note: Certain towers are more popular and have more visibility to the public than others.Therefore,please provide a proposal based on different tiers to differentiate the advertisement sales revenue amounts and Projected Annual Breakdown Report per tower. 6) Tower 3 and 4 are not available at this time for advertisement through this RFP. 7) Note: During certain events and seasons,certain towers are more popular and have more visibility to the public than others and this should also be accounted for in the RFP bid submission. 8) Note: During certain events,the advertisements may be required to be taken down and unable to be rented during that time. One example is if there is specific event occurring. The City would provide the vendor with advanced notice. Please see Exhibit A for preliminary special events schedule. B) The selected Vendor will be responsible for the management of the lifeguard tower ads. 1) Management of lifeguard tower ads include: i) Provide the advertisement printing, supplies, and service needed to print/attach the advertisement to the towers. ii) Provide day-to-day operational supervision and personnel management,project management, and maintenance expertise necessary to operate the tower ad program. 4 iii) Provide knowledgeable staff capable of selling advertisements for all lifeguard tower locations. iv) Provide cleaning and maintenance for the lifeguard tower ads which includes but is not limited to: o Graffiti removal o Maintenance: Maintenance shall include any tower ad maintenance or repair from damage,at no charge to the City.This includes any advertisement that is fading, discolored, or unsatisfactory as deemed by the City. o Maintenance of lifeguard towers includes power washing and cleaning the entire outside of the lifeguard towers in order for advertisement to be shown on an overall clean tower,which would be advantageous to both the advertisement company and the City. o Labor for all other maintenance. Rehabilitation or replacement of all tower ads determined to be in poor condition. o Labor for all other maintenance.Rehabilitation or replacement of all tower advertisements determined to be in poor condition. o Properly train and equip non-City personnel responsible for cleaning and repair to handle all maintenance at least once every six months. Vendor will be required to email the City authorized contact personnel a copy of the inspection records completed every six months. o Provide emergency maintenance(24-hour point of contact)to ensure tower ads always maintain professional appearance. iv) Scheduling o Work to be performed during regular business hours for Huntington Beach-5:30 a.m.to 5:00 p.m.,Pacific Standard Time o Work should be performed during regular work weekdays, Monday through Friday,unless otherwise specified. The following holidays will be observed: • New Year's Day,Memorial Day, Independence Day,Labor Day, Thanksgiving Day,and Christmas Day. • Some work may be required on holidays to meet peak visitor demands as requested by the City. 5 v) Advertising Sales o Operate an advertising sales organization to generate revenue: • Required: advertisement on designated area approved by the City and Vendor on the back of the oceanfront lifeguard towers. • Note: Certain towers arc more popular and have more visibility to the public than others. Therefore, please provide a proposal based on different tiers to differentiate the advertisement sales revenue amounts and Projected Annual Breakdown Report per tower. • Example of Back of Tower Advertisement(subject to change by federal, state, City, local, and all government agencies, including the California Coastal Commission). TOWER .._ . fB YOUR AO “tit caletnc« HERE . moo. A a n '4 .?WA' .. • Optional: advertisement on designated area approved by the City and Vendor on the side of the oceanfront lifeguard towers • Optional: advertisement on designated area approved by the City and Vendor on the roof/top of the oceanfront lifeguard towers o Ensure that the advertising sales effort is robust and sufficient to support generating revenue to the City and to include no net expenses for maintenance to the City of Huntington Beach. 6 1 o Maintenance of lifeguard towers includes power washing and cleaning the entire outside of the lifeguard towers in order for advertisement to be shown on an overall clean tower,which would be advantageous to both the advertisement company and the City. o Prohibit the advertising of drugs, smoking/vaping, alcohol, and adult content. o The City will approve all advertisements prior to placement on lifeguard towers. o If possible,try and keep the ads consistent across all towers. o See Exhibit B for dimensions of lifeguard tower. vi) Detailed Project Schedule should be included to identify all tasks and deliverables to be performed,durations for each task, and overall time of completion. vii) Obtain and keep current City business license and proper insurance documents, endorsement documents, and permit(s)as required by the City of Huntington Beach. Section V. Proposal Submission Requirements Interested contractors are to provide the City of Huntington Beach with a thorough proposal using the following guidelines: Proposal should be typed and should contain no more than 20 typed pages using a 12-point font size,including transmittal letter and resumes of key people,but excluding Index/Table of Contents, tables, charts, and graphic exhibits in the Page Count. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide"layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements and Scope of Work/Service, and on providing a complete and clear description of the offer.Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the bidder's response: A. Vendor Application Form and Cover Letter Complete Appendix A, "Request for Proposal-Vendor Application Form" and attach this } form to the cover letter. A cover letter, not to exceed three pages in length, should summarize key elements of the proposal. An individual authorized to bind the Vendor/Consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to Huntington Beach, California and the office from which the project will be managed. B. Background and Project Summary Section 1) The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work/Service of this RFP. 2) The Background and Project Summary Section should provide projections for annual revenue for every year through the term of the franchise agreement(see Appendix A). This section should have a Projected Annual Breakdown Report. The breakdown 7 should include total monies earned through lifeguard advertisement at Huntington Beach(projected),percentage of money to be kept by the Vendor,percentage of money to be allocated and paid to the City, and projected payment dates to the City. This section should also include a Detailed Project Schedule, identifying all tasks and deliverables to be performed,durations for each task, and overall time of completion. C. Methodology Section Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work/Service of this RFP. The Methodology Section should include: 1) An implementation plan that describes in detail (i)the methods, including controls by which the Vendor manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work. 2) Detailed description of effortsVendor will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work/Service" section. 3) Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task,and overall time of completion. 4) Detailed description of specific tasks you will require from City staff.Explain what the respective roles of City staff and your staff would complete in the tasks specified in the Scope of Work/Service. 5) Detailed advertising revenue.proposal for all lifeguard towers as described in this RFP. D. Staffing Provide a list of individual(s)who will be working on this project and indicate the functions that each will perform. Include a resume for each designated individual. Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work. E. Qualifications The information requested in this section should describe the qualifications of the Vendor, key staff and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include: 1) Names of key staff that participated on named projects and their specific responsibilities with respect to this Scope of Work/Service. 2) A summary of the your Vendor's demonstrated capability,including length of time that your Vendor has provided the services being requested in this Request for Proposal. i $ 3) Provide 1 to 5 references(Appendix A) that received similar services from your Vendor. The City of Huntington Beach reserves the right to contact any of the organizations or individuals listed. Information provided shall include: • Client Name • Project Description • Project start and end dates • Client project manager name,telephone number, and e-mail address Section VI. Selection Criteria The proposals will be evaluated based on the following factors but may not be limited to just these factors: o Compliance with RFP Requirements o Experience&Performance Record A history of successfully providing this service in similar complexity and scale for other agencies within Southern California is required. Efficiency and timeliness in completion of program requirements. o Approach to Management of Lifeguard Tower Advertisements&Maintenance Program Methodology to servicing and installing lifeguard tower ads as well as maintenance and scheduling plan of the lifeguard ads.This includes the Projected Annual Breakdown Report and Detailed Project Schedule. See Scope of Work/Service section for all the listed lines/items. o Cost/Price o References Section VII. Selection Process Each proposal will be reviewed to determine if it meets the needs and requirements contained within this RFP.The City may reject any proposal if it is conditional, incomplete, or contains irregularities, or lack of funding.The City may waive an immaterial deviation in a proposal, but this shall in no way modify the proposal document or excuse the ,Vendor/Consultant from compliance with the contract requirements if the Vendor/Consultant is awarded a contract. Proposals,that meet the criteria of this RFP will be reviewed by a panel. Oral interviews may be conducted. The selected Vendor(s)will be notified, in advance,of the time and place for the oral interviews. Failure to appear at the interview will be considered non-responsive and the Vendor will be eliminated from any further consideration. The successful Vendor/Consultant to whom work is awarded shall,within fifteen (15) days after being notified,enter into a contract with the City for the work in accordance with the specifications, and shall furnish all required documents necessary to enter into said contract. Failure of the successful bidder to execute the contract within said fifteen(15)days shall be just cause for the City to contract with the next responsible Vendor/Consultant. 9 Any communications,whether written or verbal,with any City Councilmember,the Honorable Mayor,or City staff other than the individual indicated herein,prior to award of a contract by City Council, is strictly prohibited. Any Vendor who violates this provision shall be immediately disqualified from consideration as a vendor under the terms of this RFP. Section VIII. Submission Deadline In order to be considered,the Vendor/Consultant must submit proposal to the City's Finance Department through the online website PLANETBIDS. The proposal must be received on PLANETBIDS no later than 4:00 p.m. (P.S.T.)on November 2,,.,2024 as specified in this RFP Schedule of Events. December 3rd, 2024 There are no expressed or implied obligation for the City to reimburse Vendors for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act(Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or propriety will be ineffective and will be disregarded. The City reserves the right to retain all proposals submitted,and to use any idea in a proposal regardless of whether or not the proposal was selected. Submission of a proposal indicates acceptance by the Vendor of the conditions contained in the RFP,unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected Vendor. All property rights, including publication rights of all reports produced by the selected Vendor in connection with services perform under this agreement shall be vested in the City. Section IX. Request for Additional Information Questions about this RFP must be submitted through PLANETBIDS by November 2024 by 4p.m. (P.S.T.)as specified in this RFP Schedule of Events. Section X. Taxes and Licenses All taxes and licenses required for this project, including,but not limited to a Huntington Beach City business licenses, shall be obtained at the sole expense of the contractor(and any subcontractors).The contractor shall comply with all state and city prevailing wage laws. Section XI. Standard Terms and Conditions • Amendments The City reserves the right to amend this RFP prior to the proposal due date.All amendments and additional information will be posted through the PLANETBIDS Huntington beach Procurement Registry,Huntington Beach-Official City Web Site- Business-Bids&RFP's ;bidders should check this web page daily for new information. • Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the bidder. All proposals submitted become the property of the City. 10 • Contract Discussions Prior to award, the apparent successful Vendor may be required to enter into discussions with the City to resolve any contractual differences. These discussions are to be finalized and all exceptions resolved within one(1)week from notification. If no resolution is reached, the proposal may be rejected and discussions will be initiated with the second highest scoring Vendor. See Appendix B for a sample agreement. • Confidentiality Requirements The staff members assigned to this project may be required to sign a departmental non- disclosure statement. Proposals are subject to the Freedom of Information Act. The City cannot protect proprietary data submitted in proposals. • Financial Information The City is concerned about bidders' financial capability to perform, therefore, may ask you to provide sufficient data to allow for an evaluation of your Vendor's financial capabilities. • Payment by Electronic Funds Transfer—EFT: The City requires that payment be made directly to the vendor's bank account via an Electronic Fund Transfer(EFT)process. Banking information will need to be provided to the City via an Electronic Credit Authorization form. A City Representative will provide the Electronic Credit Authorization form upon intent to award. Vendor will receive an Electronic Remittance Advice with the payment details via email. It is solely the responsibility of the vendor to immediately notify the City of any change to their information related to payments. • Insurance Requirements City Resolution 2008-63 requires that licensees,lessees,and Vendors have an approved Certificate of Insurance (not a declaration or policy) on file with the City for the issuance of a permit or contract. Within ten (10) consecutive calendar days of award of contract, successful bidder must furnish the City with the Certificates of Insurance proving coverage as specified in Appendix C. Failure to furnish the required { certificates within the time allowed will result in forfeiture of the Proposal Security. Please carefully review the Sample Agreement and Insurance Requirements before responding to the Request for Proposal enclosed herein. The terms of the agreement, including insurance requirements have been mandated by City Council and can be modified only if extraordinary circumstances exist. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well as providing the insurance requirements. The City will consider this in determining responsiveness to the Request for Proposal. 1,1 EXHIBIT A EXHIBIT A PRELIMINARY SPECIAL EVENTS SCHEDULE (SUBJECT TO CHANGE) Event Name Preliminary Notes Dates/Approximate Duration Pacific Air Show End of More tower viewership September/Beginning of due to event during this October including event.Towers may need preparation and cleanup to move due to logistics time. of the event (Preliminarily Tower 9, 11, 13, 15). This special event is a multi-day event and when Public Works moves the towers and towers are moved right up against the multi-use bike path where the tower can be visible to all path users. US Open Early/Mid August including More tower viewership preparation and cleanup due to event.Towers time may need to move due to logistics of the event. (Preliminarily Tower 1). This special event is a multi-day event and when Public Works moves the towers and towers are moved right up against the multi-use bike path where the tower can be visible to all path users. Darker Waves/Beach Mid November including More tower viewership Concert preparation and cleanup due to event. Towers time may need to move due to logistics of the event. This special event is a multi-day event and when Public Works 1.2 moves the towers and towers are moved right up against the multi-use bike path where the tower can be visible to all path users. Toyota Contract Daily Toyota signage on Lifeguard Towers 3 and 4.Tower 3 and 4 are not available at this time for advertisement through this RFP. Additional Events TBD .13 EXHIBIT B EXHIBIT B LIFEGUARD TOWER DIMENSIONS Dimensions of the Back of the Lifeguard Tower. 7 feet 8 inches across the top 6 feet across the bottom 3 feet 7 inches from the bottom to the first bend 3 feet 7 inches from the first bend to the top corner The dimensions for the bottom of the side of the tower are 6 feet wide and 3 feet 4 inches high (the top part/side flap will swing open and not be visible when the tower is open so that part of the tower was not measured).These roof dimensions and side dimensions are for the towers (Tower 1 and Tower 2)closest to the pier,which are the ones that HBFD sees fit for advertisement at this time. If you would like other dimensions,please let us know. The dimensions for the roof are: The base of the roof in the front of the tower and the base of the roof at the back of the tower measure 11 feet 10 inches. These roof dimensions and side dimensions are for the towers (Tower 1 and Tower 2)closest to the pier,which are the ones that HBFD sees fit for advertisement at this time.If you would like other dimensions,please let us know. The base of the roof on the sides of the tower measure 10 feet 3 inches. Each forward roof ridge up to the base of the square top pyramid measures 7 feet 8 inches. Each rear roof ridge up to the base of the square pyramid measures 6 feet 7 inches. The top square pyramid measures 20 inches by 20 inches and each roof ridge is 20 inches. 14 APPENDIX A REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑ NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Contact Person for Agreement: Corporate Mailing Address: City, State and Zip Code: E-Mail Address: Phone: Fax: Contact Person for Proposals: Title: E-Mail Address: Business Telephone: Business Fax: Year Business was Established: Is your business: (check one) ❑ NON PROFIT CORPORATION FOR PROFIT CORPORATION Is your business: (check one) ❑ CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of 2 Names&Titles of Corporate Board Members (Also list Names &Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Federal Tax Identification Number: City of Huntington Beach Business License Number: (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 2of2 References of Work Performed Form (1-5 References) Comany Name: 1. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: 2. Name of Reference: Address: Contact Name: Phone Number: Email: • Dates of Business: 3. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: 4. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: 5. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: APPENDIX B LIFEGUARD TOWER ADVERTISING LICENSE AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND This Advertising License Agreement("Agreement") is made effective as of ,2024,by and between the City of Huntington Beach,a California municipal corporation, hereinafter referred to as"City,"and ,a California corporation,hereinafter referred to as "Licensee," for the purpose of licensing certain lifeguard towers within the jurisdiction of City for advertising purposes.The Licensee and City are hereinafter referred to collectively or individually as "Parties"or "Party". RECITALS: WHEREAS, City is the owner and operator of lifeguard towers ("Towers") located on the beaches of Huntington Beach and City may use the Towers for advertisements to generate revenue, in addition to posting beach information for the public; and Licensee is engaged in the business of installing, selling,and placing advertising on various forms of signage media and desires to sell and place advertising on the Towers ("Advertising Display") and to generate revenue to support the goals and mission of City, NOW,THEREFORE, in consideration of the foregoing and the mutual covenants, agreements,representations, and warranties set forth herein and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,the parties hereby agree as follows: 1. Incorporation. The above Recitals are incorporated by reference herein and are contractual and not mere recitals 2.License,Facilities, and Displays. (a)City hereby grants an exclusive right and license to Licensee and Licensee licenses from City,the Advertising Display for the Permitted Use,on the terms and conditions hereinafter set forth in this Agreement. (b)Each Tower will have at least one Advertising Display which can display advertising,as depicted in the program documents attached hereto as Exhibit A.The size, number,location and price of each Advertising Display shall be as depicted in Exhibit A. During the term,the Licensee shall ensure that every Advertising Display is in good condition. The Locations listed on Exhibit "A" are sometimes referred to herein as the "Minimum Locations". Exhibit"A"may be supplemented and changed from time to time by mutual agreement in writing by the parties. (c)The Advertising Displays will be initially procured, assembled and installed by Licensee on all Towers (collectively the("Installations"). Such Installations will be at Licensee's expense but subject to cost recovery as set forth in paragraph .The Advertising Displays will be light weight,easily moved and safely affixed to the Towers. City acknowledges that the displaying of the Advertising Displays,as provided in this paragraph is critical to generating advertising revenue. Licensee will be solely responsible for and have the exclusive right to obtain advertising for the Advertising Display subject to this Agreement, and Licensee shall have full control of the advertising process, including advertising rates on posting,copy production,and the terms and conditions of all advertising sales as long as it abides by all laws. 3. Permitted Use. Licensee may replace an Advertising Display with an alternate Advertising Display that needs a refresh or repair.Licensee agrees to ensure the swap out will be made in the least disruptive manner possible. Upon termination or expiration of the License,the Licensee agrees to replace all logos/advertising with a public service announcement provided by the City and the costs for the public service announcement shall be the responsibility of the terminating party.Licensee shall be permitted to install, maintain, operate, service,replace the Advertising Displays with public service and commercial advertising displays, including the installation of a fastening system for the Advertising Displays that will allow for easy placement and removal of the Advertising Displays from the Towers and also secure the Advertising Displays to the Towers during the periods that they are displayed to the public. 4. Term. The term of this Agreement shall be_( )year, commencing on the execution of this Agreement and after approval by the City Council of City ("Commencement Date"),unless sooner terminated or extended, in whole or in part, as provided in this Agreement. 5. Reserved. 6.Payments and Notices. All License fees paid hereunder,and all notices are to be forwarded to the City at the address noted below.Until Licensee is notified in writing of change of ownership,payment will be remitted to the City or its assignee who has given written notice.All Fees shall be deemed to have been received on time unless City notifies Licensee of non-receipt of payment. All notices are effective upon dispatch and must be delivered by certified mail,personal delivery or commercial courier to City or Licensee at the respective addresses as follows: General notices shall be sent to the Licensee at: General notices shall be sent to the City at: City of Huntington Beach 2000 Main Street Huntington Beach,CA 92648 Attn.:Fire Chief Payments to City shall be sent to City at: City of Huntington Beach P.O.Box Huntington Beach, CA 92648 Attn.: City Treasurer 7. License Fees. In consideration of City making the Minimum Locations available for advertising during the Term,Licensee shall pay to City License Fees as set forth in Exhibit A. City, or its designee, shall have the right to audit the books and records maintained by Licensee in connection with advertising including but not limited to all financial records, bank statements, cancelled checks or other proof of payment(s),costs incurred by Licensee that is related to this Agreement,that is the subject matter of this Agreement, in a digital or electronic format,or at Licensee's offices or via reasonable video conferencing meeting and at reasonable times,twice per year,upon not less than fourteen(14)days'prior written notice to Licensee. 8. Obstructions. Provided it is not disruptive to City's operations, and is within their authority and ability to do so,personnel of City shall keep the Advertising Displays free from obstructions and will not permit or allow any material impairment, improvements, equipment,or other obstruction by City or other parties to materially interfere with the full and undisturbed visibility of the advertising thereon. Licensee has the right, as legally permissible,to remove any obstruction that hinders the view of any advertising copy or messages placed on the Sign(s)and City will cooperate with Licensee in removing any obstructions. 9.Tower Cleaning and Maintenance. Licensee will periodically clean and maintain the Towers as set forth in Exhibit A. 10. Access. Fire Department Staff will provide Licensee with access when needed to the Towers in order to test the Advertising Displays and their fastening system,deliver the Advertising Displays to the Towers,replace Advertising Displays, inspection of the Advertising Displays, perform Tower maintenance, and to otherwise implement this Agreement. 11. Other Advertising. The licenses, right and privileges granted to Licensee to use the Advertising Displays for logo/advertising purposes is exclusive to Licensee as long as this agreement is in effect.As of the date of this Agreement,no other advertising is contemplated on the Towers. 12.Permits. Licensee shall obtain,at its sole cost and expense, any and all pequired permits, licenses,authorizations or consents for the advertising use of the Towers as contemplated herein. 13. Copy Content. City reserves the right to review and approve all advertising content. In addition,the messages on the Advertising Displays must not feature alcohol,tobacco,vape, gambling, politics,religion,nothing of a sexual nature or feature advertisements on City's vehicles or allow any advertisements to state, "Official Vehicle Sponsor of the Huntington Beach Lifeguards."A period of 48 hours or 2 business days will be allotted for review. 14.Hold Harmless. Licensee hereby agrees to protect,defend, indemnify and hold harmless City, 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, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Licensee's employees and damage to Licensee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Licensee, caused in whole or in part by any negligent act or omission of the Licensee, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity and defense obligation shall apply to all claims and liability, including but not limited to, any claims related to whether the approval of the Event by City,or the Event itself, is in compliance with applicable federal,state and local laws, and regardless of whether any insurance policies are applicable.The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. 15. Workers' Compensation Insurance. Pursuant to California Labor Code Section 1861,Licensee acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation;Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits.Licensee shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors'employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the Workers' Compensation and Employer's Liability Insurance and Licensee shall similarly require all subcontractors to waive subrogation. 16. General Liability Insurance. In addition to the Workers' Compensation and Employer's Liability Insurance and Licensee's covenant to defend,hold harmless and indemnify City,Licensee shall obtain and furnish to City,a policy of general public liability insurance, including motor vehicle coverage for Licensee's operations under this Agreement. 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 use of the Licensed 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)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)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000)for the use of the Licensed Premises. This policy shall name City, its officers,elected or appointed officials, employees, agents, and volunteers as Additional Insureds,and shall specifically provide that any other insurance coverage which may be applicable to the use of the Licensed Premises 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. 17.Automobile Liability Insurance. Licensee shall obtain and furnish to City an automotive liability insurance policy covering Licensee's operations under this Agreement.This policy shall provide coverage for Licensee's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate"Additional Insured Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials,employees,agents and volunteers"as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible"or any similar form of limitation on the required coverage except with the express written consent of City. 18. Certificate of Insurance. Prior to commencement of any activity hereunder,Licensee shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: provide the name and policy number of each carrier and policy; state that the policy is currently in force;and promise that such policy shall not be suspended,voided or canceled by either party,reduced in coverage or in limits except after thirty (30)days'prior written notice; however,ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Licensee shall maintain the foregoing insurance coverage in force during the entire Term of this License, including any extensions of the Term as provided herein. This requirement for carrying the foregoing insurance coverage shall not derogate from Licensee's defense,hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Licensee shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 19.Default. If any one or more of the following events shall happen(an "Event of Default"),then and in any such event, City may upon written notice to Licensee terminate this License: (a) Licensee fails to pay any Fees payable hereunder within five(5)days of when due and does not cure such failure within ten(10)business days after receipt of written notice from City of such delinquency and nonpayment; (b)Licensee fails to perform any of its obligations under this License(other than payment of any Fees)and such failure shall continue for a period of twenty (20)days after notice thereof from City provided; (c)Licensee files for a voluntary petition,or has filed against it any involuntary petition for,bankruptcy which is not stayed or discharged within sixty (60)days, or makes a general assignment for the benefit of creditors. Any out-of- pocket,third party, reasonable charges incurred by City as a result of Licensee's Event of Default shall be added as additional Fees to which Licensee shall be responsible for. 20.Termination for Convenience. The Agreement may be terminated, in whole or in part,from time to time,when such action is deemed by City, in its sole discretion,to be in its best interest. Termination of work hereunder will be effected by notice of termination to Licensee specifying the extent to which performance of work is terminated and the date upon which such termination becomes effective.The date upon which such termination becomes effective will be no less than 120 days after the notice is sent. . 21.Force Majeure. Licensee shall not be deemed to be in default hereunder and its performance shall be delayed and excused if it is delayed or prevented from performing any of the obligations hereunder,by reason of Force Majeure events. Licensee shall additionally not be deemed to be in default hereunder and its performance shall be delayed and excused if Licensee is unable to sell and/or display advertising and/or conduct business on the Towers, as was theretofore normally sold,displayed and/or conducted in the ordinary course of business,by reason of any "Force Majeure" event, defined to mean and include casualty, condemnation,disease, epidemics,pandemics,quarantines, laws, changes in laws,requirements, restrictions or limitations of governmental authorities,flood, strikes or other labor disputes,boycotts, embargoes,shortages of energy or materials,acts of God,acts of the public enemy,unusually severe weather conditions,riots,rebellion, sabotage, major traffic disruptions or changes,war, terrorism, other emergency,delays in obtaining permits or governmental approvals not caused by the acts or omissions of Licensee, or any other circumstances for which Licensee is not responsible and which are not within Licensee's reasonable control. 22.Notices. Any notice to any party under this License shall be,pursuant to the names and addresses set forth above, in writing by certified or registered mail,or commercial overnight delivery service and shall be effective on the earlier of(a)the date when delivered and receipted for by a person at the address specified within this License,or(b)the date which is three(3)days after mailing(postage prepaid)by certified or registered mail,return receipt requested,to such address;provided that in either case notices shall be delivered to such other address as shall have been specified in writing by such party to all parties hereto prior to the notice being delivered. 23. Waivers: Curing Defaults. (a)The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this License,or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this License or of the right to exercise such election,but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.The receipt by City of the Fees with knowledge of breach by Licensee of any obligation of this License shall not be deemed a waiver of such breach. (b) If either party shall default in the performance of any of its obligations under this License,the other party,without thereby waiving such default,may(but shall not be obligated to)perform the same for the account and at the expense of the nonperforming party,without notice in a case of emergency,and in any other case only if such default continues after the cure period provided in this License. 22.Miscellaneous. (a)All understandings and agreements heretofore had between the parties are merged in this License which alone fully and completely expresses their agreement and which is entered into after full investigation,neither party relying upon any statement or representation not embodied in this License. (b)No agreement shall be effective to change or waive any provision of this License, in whole or in part, unless the same is in writing, refers expressly to this License and is signed by both parties. (c)This License shall bind and benefit the parties hereto and their respective successors and assigns. (d)Irrespective of the place of execution or performance,this License shall be governed by and construed in accordance with the laws of the State of California. If any provision of this License or the application thereof to any person or circumstance shall, for any reason and to any extent,be invalid or unenforceable,the remainder of this License and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The captions,headings and titles in this License are solely for convenience of reference and shall not affect its interpretation.Each covenant,agreement, obligation or other provision of this License on Licensee's part to be performed, shall be deemed and construed as a separate and independent covenant of Licensee, not dependent on any other provision of this License. All terms and words used in this License,regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. (e)This License may be executed in multiple counterparts,each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. The invalidity of any portion of this License shall not have any effect on the balance hereof. This License shall be binding upon the parties hereto,as well as their successors, heirs,executors and assigns.Any signature to this License transmitted by facsimile or e-mail (in PDF or comparable format)shall be considered to have the same legal and binding effect as any original signature.Each party represents and warrants to the other that it is duly authorized to execute and deliver this License Agreement. (1)This License has been mutually negotiated and drafted and shall be construed neither for nor against City or Licensee but shall be construed without regard to any presumption or other rule of construction against a party causing a provision to be drafted, added or deleted. (g)The failure of City or Licensee to enforce any of the rights given to it under this License by reason of the violation of any of the covenants in this License to be performed by either party shall not be construed as a waiver of the rights of City or Licensee to exercise any such rights as to any subsequent violations of such covenants or as a waiver of any of the rights given to City or Licensee by reason of the violation of any of the covenants of this License. 23.Removal of Advertising Upon Termination. At the end of the Term or upon earlier termination of this License Agreement,Licensee shall remove from the Towers all equipment, signs, and other personal property placed by it on the Towers. The Licensee may leave any pre-agreed materials used on the Towers or otherwise agreed to by City,which the Licensee shall be entitled to leave on the Towers at the end of the Term. On the last day of the Term (or as soon thereafter as is reasonably practical), a duly authorized representative of the City and of Licensee shall together inspect the Towers to evaluate the state of the Towers.Licensee shall not be liable for any pre-existing condition; however,Licensee shall be liable for any damage occurring from its use of the Towers for the advertising. Licensee shall return the Towers to the condition in which they existed at the beginning of the Term. 24. Sublicensing or Assignment Prohibited. This License is personal to Licensee, and Licensee shall have no right to assign its rights hereunder or to sublicense this Agreement. 25.Attorneys'Fees. In the event of litigation or other proceeding brought to enforce this License Agreement, each party shall bear its own attorneys' fees and costs.The prevailing party will not be entitled to recover its attorneys'fees, costs, and expenses in connection with such litigation or other proceeding from the other party. IN WITNESS WHEREOF,the Parties have executed this License Agreement by and through their authorized officers on ,2024. LICENSEE: CITY: By: Print name: Mayor Its: ATTEST: By: Print name: Its: City Clerk REVIEWED AND APPROVED: APPROVED AS TO FORM: Acting City Manager City Attorney INITIATED AND APPROVED: Fire Chief APPENDIX C CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:Justin.Wessels((irsurfcity-hb.org or Heather.Campbeil@surfcity-hb.org Phone:714-374-5378 or 714-536-5210.Fax: 714-536-5212. Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Contractors: Any persons or entities who Minimum of Combined single limit As required by Include the contract with the City and/or provide services to S1,000,000 per bodily injury and the State of policy number the City which are readily available and occurrence for property damage. California,with and Additional efficiently procured by competitive bidding. bodily injury, Minimum of Statutory Limits Insured personal injury $1,000,000 per and Employer's Endorsement and property occurrence.Allows Liability Requirement Permittees: Any persons or entities who make damages.Allows up to$5,000 Insurance with statement application to the City for any use of or up to$1,000 deductible. a limit of no below.(See Note encroachment upon any public street,waterway, deductible.(See (Additional Insured less than 3 below.) pier,or City property. Note I below.) Endorsement is always $1,000,000 per Vendors: Any persons or entities who transfers required with General accident for property or goods to the City which may or may Liability Ins.) bodily injury or not involve delivery and/or installation. disease.(See Note 2 below.) Note I -Automobile Liability: The City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement.Permittees who do not use vehicles or equipment in connection with the permit shall not be required to provide auto insurance.To be exempt from this requirement,permittees must execute a declaration such as Exhibit I attached. Note 2-Workers'Compensation Exemption: If entity has no employees,a signed Declaration of Non-Employee Status form is required. Note 3-Additional Insured Endorsement Requirements:The City, its officers,elected or appointed officials,employees,agents,and volunteers are to be covered as additional insureds by separate attached endorsement(s)as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor,premises owned,occupied or used by the contractor,or automobiles owned, leased or borrowed by the contractor.The coverage shall contain no special limitations on the scope of protection afforded to the City. FIB Insurance Matrix_revised 4-7-16(2).xlsx 1 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M. Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:christine.keen(gsurfcity-hb.org Phone: 714-374-5373 Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Design Professionals: Professional service Minimum of contractors who contract with the City and/or $1,000,000 per provide architectural and/or engineering services occurrence and to the City. in the aggregate. Professional Services: Services that involve Allows up to the exercise of professional discretion and $10,000 independent judgment based on an advanced or deductible. specialized knowledge,expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02. Services includes but are not limited to those services provided by appraisers, architects,attorneys,engineers,instructors, insurance advisors,physicians and other specialized consultants. Claims made policies are acceptable if the policy further provides that: 1)The policy retroactive date coincides with or precedes the professional services contractor's start of work(including subsequent policies purchased as renewals or replacements). 2)The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion,including the requirement of adding all additional insureds. 3)If insurance is terminated for any reason,professional services contractor agrees to purchase an extended reporting provision of at least two(2)years to report claims arising from work performed in connection with this agreement or permit. 4)The reporting of circumstances or incidents that might give rise to future claims. HB Insurance Matrix revised 4-7-16(2).xlsx 2 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:christine.keen a(,surfcity-hb.org Phone: 714-374-5373 Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will he considered only under extraordinary circumstances. Licensees/Lessees: Any persons or entities Combined single limit Full As required by Include the who contract with the City for the use of public bodily injury and replacement the State of policy number property. property damage. cost with no California,with and Additional Minimum of coinsurance Statutory Limits Insured $1,000,000 per penalty and Employer's Endorsement occurrence.Allows provision. Liability Requirement up to$5,000 Insurance with statement deductible. a limit of no below.(See Note (Additional Insurance less than 2) Endorsement is always $1,000,000 per required with General accident for Liability Ins.) bodily injury or disease. (See Note I below) Note I - Workers'Compensation Exemption: If entity has no employees,a signed Declaration of Non-Employee Status form is required. Note 2-Additional Insured Endorsement Requirements:The City, its officers,elected or appointed officials,employees,agents,and volunteers are to be covered as additional insureds by separate attached endorsement(s)as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor,premises owned,occupied or used by the contractor,or automobiles owned, leased or borrowed by the contractor.The coverage shall contain no special limitations on the scope of protection afforded to the City. 1113 Insurance Matrix_revised 4-7-16(2).xlsx 3 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Huntington Beach City Council Resolution No.2(108-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII. Any deductible outer than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Vendor Type Minimum Insurance Requirements Professional Liability Design Professionals: Professional service contractors who Minimum of$1,000,000 per occurrence and in contract with the City and/or provide architectural and/or the aggregate.Allows up to$10,000 deductible. engineering services to the City. Professional Services: Services that involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge,expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02.Services includes but is not limited to those services provided by appraisers,architects,attorneys,engineers,instructors, insurance advisors,physicians and other specialized consultants. Claims made policies are acceptable if the policy further provides that: I) I he policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2)The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion,including the requirement of adding all additional insureds. 3)If insurance is terminated for any reason,professional services contractor agrees to purchase an extended reporting provision of at least two(2)years to report claims arising from work performed in connection with this agreement or permit. 4)The reporting of circumstances or incidents that might give rise to future claims. HB Insurance Matrix revised 4-7-16(2).xlsx 4 of 4 Request for Proposal (RFP) Response Submitted by: Rio Media and Advertising Inc. Website:www.riomediainc.com Address: 101 Main Street, Suite 230, Huntington Beach, CA 92648 Cover Letter November 26,2024 City of Huntington Beach Huntington Beach Fire Department Marine Safety Division Dear Selection Committee, We are excited to submit our proposal for the management and operation of advertisements on the City of Huntington Beach's lifeguard towers.For over 22 years,Rio Media and Advertising Inc. has been delivering creative and impactful advertising solutions,partnering with some of the most recognizable brands, including The Irvine Company, Whole Foods,West Medical,Jack's Surf Shop, Chapman Global Hospital,LoanMart,Procter&Gamble, California Fish Grill, Nissan,Kia,Toyota,Ford, Honda,Just Auto Insurance,LifeSource Water Systems, Literacy for All,Nanoknee,Network Capital,Newport Care, Orabell,Pinnacle Treatment Centers,Planet Beauty,Reborn Cabinets, Serve Pro, SolarMax, The Mortgage Exchange, Zero Res,and many more. As a locally owned and operated agency based on Main Street, overlooking the iconic Huntington Beach Pier,we are proud to call Huntington Beach our home since 2007. Beyond business, our owners have been actively involved in the community, serving six years as a member of the Pacific Coast Chapter of National Charity League and currently as a member of Huntington Beach's National League of Young Men. This strong foundation of community engagement underscores our commitment to maintaining the charm and values of Huntington Beach: We bring a wealth of expertise in outdoor and experiential advertising,and our strong community ties position us as a trusted partner to help the City maximize revenue while preserving the integrity and beauty of its lifeguard towers. Thank you for considering our proposal. We look forward to the opportunity to collaborate and deliver outstanding results. Sincerely, Tommy Iorio Owner, Rio Media and Advertising Inc. (818) 605-0945 tommy@riomediainc.com Background and Project Summary Understanding of the Project The City of Huntington Beach's lifeguard towers present a unique opportunity for tasteful advertising that aligns with the community's values. By partnering with reputable brands, the City can generate sustainable revenue through well-managed public-private partnerships.Rio Media understands the need to balance aesthetics, compliance with California Coastal Commission regulations, and effective revenue generation strategies. Annual Revenue Projections We propose a tiered pricing structure based on the popularity and visibilityof lifeguard towers to optimize revenue potential. Tier Towers Included Projected Revenue(Annual) Vendor Share City Share Tier 1 High-traffic towers $500,000 30% 70% Tier 2 Medium-traffic towers $300,000 30% 70% Tier 3 Low-traffic towers $200,000 30% 70% Projected Payment Schedule: Quarterly payments to the City,accompanied by comprehensive revenue reports. Methodology Implementation Plan 1. Assessment&Inventory: Conduct an in-depth analysis of all lifeguard towers to identify the most effective advertising locations. 2. Sales Strategy: Leverage a dedicated sales team to secure partnerships with family- friendly,eco-conscious brands that align with the Huntington Beach community. 3. Design & Installation: Utilize weather-resistant materials to create visually appealing and durable advertisements,ensuring compliance with all applicable regulations. 4. Maintenance: Perform monthly maintenance, graffiti removal, and cleaning to maintain the professional appearance of all advertisements and towers. 5. Reporting&Transparency: Provide detailed quarterly financial and maintenance reports to the City to ensure accountability. Staffing Key Personnel • Tommy Iorio(Project Lead): 24 years of advertising experience,with a focus on outdoor and community-centered campaigns and long term customer relationships with • well-known brands in Southern California. • Debbie Iorio (Project Lead): 24 years of advertising experience,with a focus on maximizing revenue potential and project management. • Christian Bang(Creative Director): Skilled in creating impactful,visually stunning ad designs tailored to unique environments. • Sylvia Kalaydjian (Media Buyer): Over a decade of experience in skillfully allocating advertising budgets across various media channels to maximize visibility,reach the target. audience effectively, and achieve optimal return on investment. • Armand Acuna(Sales Lead): Proven success in developing partnerships with regional and national brands. Qualifications Relevant Experience • Over two decades of outdoor advertising experience, including managing campaigns for high-profile clients such as West Medical,The Irvine Company and Procter&Gamble. • Expertise in balancing community-focused advertising with strong revenue generation. • Demonstrated success working with Southern California agencies and brands to create meaningful, lasting partnerships. Community Involvement Our owner's six-year membership in the Pacific Coast Chapter of National Charity League and current membership in Huntington Beach's National League of Young Men reflect our deep ties to the Huntington Beach community. These roles have fostered leadership and a commitment td serving the city we call home. References 1. West Medical: Multi-channel advertising campaigns for Southern California markets. 2. The Irvine Company: Regional outdoor and digital campaigns that drove measurable results. 3. Reborn Cabinets: Creative ad campaigns tailored to homeowners. Projected Schedule • Phase 1 (January 2025): Conduct initial tower assessments and develop an ad placement strategy. • Phase 2 (February-March 2025): Execute sales outreach and finalize ad contracts. • Phase 3 (April 2025): Install ads and officially launch the program. • Ongoing: Provide quarterly maintenance, reporting,and program optimization. Cost and Revenue Proposal Maintenance Inclusions • Bi-annual power washing and cleaning of all towers. • Immediate graffiti removal within 48 hours. • 24-hour emergency repair response to ensure professional appearance. • Quarterly ad condition assessments with any necessary replacements or updates. References of Work Performed Form Name of Reference: Vince Nardo(Owner of Reborn Cabinets) Company Name: Reborn Cabinets Email: vnardo@rebomcabinets.com Phone: 714-812-5018 Dates of Business: 2013 to current Name of Reference: Dr.Hooman Shabatian(Owner of West Medical) Company Name: West Medical Email: H@westmedical.com Phone: 310-927-2704 Dates of Business: 2015 to current Name of Reference: Kristine Everly Smith Company Name: Irvine Company Email: kristineconsulting@gmail.com Phone: 714-240-4395 Dates of Business: 2017-2019 Name of Reference: Austin Ferro(Owner of Nanoknee) Company Name: Nanoknee Email: aferro@bonejointcenter.com Phone: 805-714-8984 Dates of Business: 2018 to current Name of Reference: Carla Strickland(President of Huntington Beach Republican Women) Company Name: Huntington Beach Republican Women Email: Phone: 714-316-3207 Dates of Business: 2024 Name of Reference: Osama Shehadeh(Owner of Jacks Surf Shop) Company Name: Jack's Surf Shop Email: osameh78@yahoo.com Phone: 714-717-8528 Dates of Business: 2014 to current REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: in NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Rio Media & Advertising Contact Person for Agreement: Thomas Iorio Corporate Mailing Address: 101 Main Street, Suite 230 City, State and Zip Code: Huntington Beach, CA 92649 E-Mail Address: tommy@riomediainc.com Phone: 818-605-0945 Fax: 323-435-0553 Contact Person for Proposals: Deborah lofio Title:CFO E-Mail Address: debbie@riomediainc.com Business Telephone: 714-794-9735 Business Fax: 323-435-0553 Year Business was Established: Is your business: (check one) ❑ NON PROFIT CORPORATION 0 FOR PROFIT CORPORATION Is your business: (check one) j 0 CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1of2 Names &Titles of Corporate Board Members (Also list Names&Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Thomas Iorio CEO 818-605-0945 Deborah Iorio CFO 818-605-0944 Federal Tax Identification Number: 73-1634245 City of Huntington Beach Business License Number: A278206 (If none,you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 10/31/25 2 of 2 v_ ,TE ACCORD® CERTIFICATE OF LIABILITY INSURANCE DA05102/20DDOYYYY) 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 pollcy(Ics)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 endorsements. CONTAC PAULA PRODUCER NAME: - ----- --_ StateFarm MICHAEL B COHEN PHONE 949-855-9877 I Ne); 949-855-4354 fAin.No.Exit 69 25212 MARGUERITE PKWY,STE 130 pp ESS: paula@micheeibcohen.net '` L MISSION VIEJO,CA 92692 INSURER(S)AFFORDING COVERAGE NAM' INSURER A: State Farm General insurance Company 25151 INSURED ��__ INSURERS: RIO MEDIA&ADVERTISING,INC.DBA RIO MEDIA INSURER C: - ADVERTISING AGENCY INSURER O 101 MAIN ST,STE 230 INSURER E: g HUNTINGTON BEACH,CA 92648-8127 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO INDICATED.CNOTIFY THAT THE TWITHSTANDING ANYiES OE REQUIREMENT,NCE LISTED TERM OR CONDITION OF BEEN ANY CONTISSUED RACTT OR OTHER DOCUMENT WI ABOVE TH RESPECT ECT TO POLICY WHICH THUS 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. INSET 'PL Saar POLICY EFF POLICY EXP N TYPE O LIMITS F INSURANCE INED WVD POLICY NUMBER IMMWPIYYYY) (MM'DO/YYYY) X COMMERCIAL GENERAL UABILITY EACH OCCURRENCE $ 1,000,000 DAM ETci-R1'TEII--- 1,000,900 1 claws-woe XI OCCUR PREMISES(Ea ocourrenret i .... MED EXP(Any one person) $ 5,000 A Y 92-08-M090-2 08/25/2024 00/25/2025 PERSONAL&ADV INJURY i 2,000,000 GENERAL AGGREGATE $ 2.000,000 GENT AGGREGATE LIMIT APPPLIES PER' '— 2,000,000 POLICY I PE O- (_]LOC PRODUCTS-COMPIOP AGG $ 3 OTHER: MOirtED SINGLE LIMIT i 1,000,000 AUTOMOBILE LIABILITY Y 92-B8-M090-2 08/25/2024 08/25/2025 CO(Easccick,,,t1 ANY AUTO BODILY INJURY(Pet person) $ A — OWNED —SCHEDULED BODILY INJURY(Per',relearn) $ AUTOS ONLY AUTOS PROPERLY DAAtAFi!' i HIRED NON-OWNED PROPER Y ,,,, AUTOS ONLY AUTOS ONLY S UMBRELLA LIAR OCCUR EACH OCCURRENCE S EXCESS L"AB CLAIMS-MADE AGGREGATE__ _— $ i OED I RETENTION$ _^ WORKERS COMPENSATION STATUTE AND EMPLOYERS'LIABILITY YIN E.L.EACH ACCIDENT S I. ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBERNH)EXCLUDED? E.L.DISEASE-EA EMPLOYEES$ (Mandatory In NIB i t(yyeca.describe under E.L.DISEASE-POLICY LIMB i DESCRIPTION OF OPERATIONS below VEHICLES ACORO 101,AddtUonal Remark*ach.daIe,rosy be eNeehed H re * i yA DESCRIPTlONOFOPERATWN3lLOGATIQNSlVEN ( ,,,,\L\ pPHU f�r,,," S')FORM ADDITIONAL INSURED: CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EM LO ,AGENTS,AND VOLUN rEERS By:__._----- MICHAEL J.VtGLIOTTA CITY ATfOCli•JEY CIT\ OF HUNTINGTON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INSURED: CITY OF HUNTINGTON BEACH AUTHORIZED REPRESENTATIVE 2000 MAIN STREET /ORI HUNTINGTON BEACH,CA 92648 v�j I i d- ctd- A . Oak,(�� ATTN:RISK MANAGEMENT/FIRE DEPT- t l —"" - i CO 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD 100148C 13284513 04.22-2020 • • e AcoRD CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DDlYYYY) : • 05/05/2025' 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 poilcy,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 NAANIEAOT Automatic Data Processing insurance Agency,Inc, Automallc Data Processing Insurance Agency,Inc. • PHO(ANY No.EMI: (NC,• I FAiXX No): EMAIL ADDRESS: 1 Adp Boulevard • INSURER(S)AFFORDING COVERAGE • NAIL R Roseland NJ 07068 • INSURER A:.Hortford Caeuahy Insurance Company • • • 29424 INSURED Rio Media&Advertising INSURER B:- • . • • • INSURER C: 101 Mein.St Ste 230 . INSURER D: _ . . INSURERE: . HuntingtonBeac CA 92648 INSURERF: COVERAGES CERTIFICATE NUMBER: 4293815 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- ADOL SUER • POLICY NUMBER POLICYEFF POLICY EXP .LIMITS LTR INSD VWD ,SMMIDDIYYYYLIMMIDDIYYYYI COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ • . CLAIMS•MADE n OCCUR PREMISES(EaEN-TEDoccurrence)• $ MED EXP(Anyone person) S PERSONAL 8 ADV INJURY $ GEN!.AGGREGATE LIMIT APPUES PER: GENERAL AGGREGATE. S . . POLICY n Egi J LOC PRODUCTS-COMP/OP AGG S OTHER • • S • AUTOMOBILE LIABILITY • ' - ' - COMBINED SINGLE LIMIT $ 1 • fEaa• oddenD ANY AUTO • , BODILY INJURY(Per person) $ OWNED- SCHEDULED• . BODILY INJURY(Per accident) S AUTOS ONLY AUTOS _HIRED NON-OWNED PROPERTY DAMAGE . $ AUTOS ONLY _ AUTOS ONLY • , - (Per accident) ' S • . • UMBRELLA LIAB OCCUR . . . • . EACH OCCURRENCE $ • • EXCESS LIAB CLAIMEMADE AGGREGATE S ' • .• DEO I I RETENTION S _ S .. \JI PER l WORKERS COMPENSATION STATUTE CEP- AND EMPLOYERS'LIABILITY 1,000,000 ANYPROPREMBENEXCLUDEIEXECUTNE Yom( NIA N 76WEGZI3950 03/17/2025 03/17/2026 E'L'EACH ACCIDENT $ 1,000, 0 • A (Mandatory In EXCLUDED? I (Mandatory In NH) � � - � EL DISEASE-EA EMPLOYEE S Dyes,descobo under - - D DESCRIPTION OF OPERATIONS below • EL.DISEASE-POLICY LIMIT $•1,000,000 • DESCRIPTION OF OPERATIONS I LOCATIONSI VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space la required) • •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 Maln St AUTHORIZED REPRESENTATIVE ' • �� Huntington Beach CA 92648 • ZE1'(7)'L-1. O1988-2015 ACORD,CORPORATION. All,rights reserved. ACORD 25(2016/03) • The ACORD name and logo are registered marks of ACORD BM Policy N 92 t38M090 2 05D3-FA64 CMP-4786.1 o. Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED-OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number:92 B8M090 2 Named Insured: RIO MEDIA & ADVERTISING INC DBA RIO MEDIA ADVERTISING AGENCY Name And Address Of Additional Insured Person Or Organization: CITY OF HUNTINGTON BEACH, ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,AGENTS,AND VOLUNTEERS ATTN: RISK MANAGEMENT/FIRE DEPARTMENT 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 1. SECTION II - WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- clude, as an additional Insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodily injury", that which you are required by the contract "property damage", or"personal and adverbs- or agreement to provide for such addition- ing injury"caused, in whole or in part, by: al insured; and a. Ongoing Operations c. If the contract or agreement between you (1) Your acts or omissions; or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the insurance provided to the additional insured is the lesser of that in the performance of your ongoing opera- which: tions for that additional insured; or Products—Completed Operations (1) Is allowed for the satisfaction of a de- b. P n fense or indemnity obligation by Cali- "Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability; or completed operations hazard". (2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or"suit" is tendered to us. r3,Copyright,State Farm Mutual Automobile Insurance Company,2013 includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CONTINUED CMP-4786.1 Page 2 of 2 2. Any insurance provided to the additional in- (3) The nature and location of any Injury sured shall only apply with respect to a claim or damage arising out of the "occur- made or a "suit brought for damages for rence"or offense; which you are provided coverage. b. Tender the defense and indemnity of any 3. With respect to the Insurance afforded to the claim or"suit" to,us and to all other insur- additional insured, the following is added to ers who may have insurance potentially SECTION Ii-LIMITS OF INSURANCE: available to the additional insured;and If coverage provided to the additional insured c. Agree to make available any other insur- is required by contractor agreement, the most ance the additional insured has for de- we will pay on behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II a. Required by the contract or agreement;or LIABILITY: b. Available under the applicable Limits Of 5. With respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces SEC- TION II -LIABILITY of Paragraph 7. Other This endorsement shall not increase the ap- Insurance of SECTION I AND SECTION II— plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS: Declarations. a. This insurance is primary to and will not 4. With respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to available to the additional insured,provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is a named in- rence, Offense, Claim Or Suit of SECTION sured under such other insurance. II—GENERAL CONDITIONS: b. Regardless of any agreement between The.additional insured must: you and the additional insured, this insur- ance is excess over any other insurance a. See to it that we are notified as soon as whether primary, excess, contingent or on practicable of an "occurrence" or an of- any other basis for which the additional In- fence which may result in a claim. To the sured has been added as an additional in- extent possible, notice should include: sured on other policies. (1) How, when and where the "occur- There will be no refund of premium in the event rence"or offense took place; this endorsement iscancelled. (2) The names and addresses of any in- jured persons and witnesses; and All other policy provisions apply. CMP-4786.1 1007033 148011 08-21-2014 0,Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of insurance Services Office.Inc.,with its permission. BM Policy No. 92 B8M090 2 05D3-FA64 CMP of 1 1 Page 1 of 1 787 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 B8M090 2 Named Insured: RIO MEDIA & ADVERTISING INC DBA RIO MEDIA ADVERTISING AGENCY • • Name And Address Of Person Or Organization: CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,AGENTS,AND VOLUNTEERS ATTN: RISK MANAGEMENT/FIRE DEPARTMENT 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 The following is added to Paragraph 10.b. of SECTION I AND SECTION II - COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for Injury or damage arising out of: a. Your ongoing operations; or. b. "Your work" done under contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 1006225 137715.1 11-19-2013 ®,Copyright,State Farm Mutual Automobile Insurance Company,2008 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. From: p9 To: Suuolementalcommlasurfcity-hb.orQ Subject: Lifeguard tower advertising for casino/resort Date: Wednesday,May 27,2026 9:42:29 PM Councilmembers: The memo proposing the advertising for a specific resort and casino with the San Manuel nation talks about a direct economic impact of 300 thousand dollars. Is that direct impact for the cities directly adjacent to the resort and casino? (Highland, San Bernardino) What fee will Huntington Beach charge for the casino/resort advertising? What is the actual anticipated revenue for Huntington Beach from that advertising?Please provide a copy of the proposed contract with the San Manuel nation. Thank you. Pat Quintana SUPPLEMENTAL COMMUNICATION - Meeting Date: 6/2/2026 Item No. 26 (26-485) From: p_SI To: 5uDolementalcomm(a surfcity-hb.org Subject: lifeguard tower advertising letter 2 Date: Thursday,May 28,2026 11:58:24 PM Dear council members: In reviewing the material from the May 2025 Rio Media agenda item, it was clear at that time that the proposed advertising would not include advertising for gambling. Who approached you to convince you to eliminate that provision? Rio Media?The potential gambling entity? What is the history? If you make an exception for the San Manuel nation you would need to do the same for any gambling provider. HB is to receive 70 percent of the revenue generated. What is that amount? Sincerely Pat Quintana From: Michele Buraesl To: 5uoolementalcommC@surfcity-hb.orq Subject: Comments for Agenda Item 26,File 26-485,City Council Meeting 6/2/2026 Date: Friday,May 29,2026 1:56:10 PM Hmmm... this City Council previously thought it was a great idea to spend a whopping$750,000 to rebrand and improve the image of Huntington Beach. So how would plastering our lifeguard towers with ads for casinos and gambling fit into that scenario?Is it family friendly?Would it make our beautiful beach more visually appealing? Seems rather counterintuitive. We can restore our city's image by giving people more good reasons to come here, not further repel them with eyesores that ruin the view and encourage them to gamble away their money somewhere else."The beach is so nice today; we can even see Catalina, and I love the pier,the surfers, the beautiful sunset. Oh look,they have a big casino in San Bernardino County. Let's go there next weekend instead of coming back here. We can get a babysitter for the kids." You voted to sell alcohol at the Sports Complex. You're set to approve a conditional use permit to allow a full liquor license for Distractions Lounge, a bikini bar that's about 600 feet from an elementary school. Now you want to use our lifeguard towers as billboards to advertise gambling.The agreement signed with Rio Media in 2025 specifically prohibits ads that include alcohol,tobacco, vape, gambling, politics, religion, and sexual content. There is a good reason for that restriction. Which carveout will the next amendment allow, so you can bring in a little more money? Also,the 2025 agreement projected about$700,000 earned annually from 22 lifeguard towers. Is the anticipated "$300,000 in direct economic impact"referenced in your Items Report for just one year?Is it included in that$700,000 or in addition to it? If you want to balance the budget, I suggest you stop wasting millions on unnecessary special elections, endless lawsuits and failed legal appeals, Pacific Airshow giveaways, and potential cronyism. You could also finally accept the $825,000 grant from Friends of the Library. I am firmly opposed to the City advertising gambling or any other currently prohibited activities on any lifeguard towers. Please do not trash our valuable beach with inappropriate visual blight. Michele Burgess HB resident since 1961 Seen on local social media pages: HUNTINGTON BEACH: NOW AVAILABLE IN 30 SECOND ADS . - ._ , __..__. .54.-,- . - 5-HOUR CN v y .. .. YOU .. CAN'T PUT I A PRICE ON .----- opOff >, PUBLIC SAFETY. 4fi THINK /,` • OH WAIT... OFFICIAL�F�ES OUTSIDE TACO '- Df EARN RESC Q BELL. THE BUN RIP CURRENTS o ` �- 9noucHrrcrDl fl+' I CELsIUS BURN CALORIES. L_ _ nUTRL • • IGNORE OCEAN. ' �-. vool A.SODA -- i REGRET • DANGERS OF HUNTINGTDM BEACH$ _ -� !,4 STRONG CURRENT 59.99 1 II J --- .HIGH TIDES 59.99 I �� :{ "* SHARKS f� 1'24 --A L J1 511.99 ' 4`SUNBURN $4.99 illi it I 'll `.,, . .l I IJL I 1 , --- A PEOPLE FROM LA PRICELESS See who's 1 I, ' �.i I I r �� �� .. drowning 46 SiateFai' "'o'"it', . �aqui�lra�h '�OUNTgINWATER �� MURDERED THIRST. III BECAUSE NOTHING SAYS "PUBLIC SERVICE" LIKE A TACO BELL AND A $9.99 DROWNING FEE. HUNTINGTON BEACH: WHERE THE ONLY THING GETTING SAVED IS THE BOTTOM LINE. �iTiNcroy 2000 Main Street, o� , 44,p Huntington Beach,CA 9,4 92648 City of Huntington Beach APPROVED 5-0-1-1 V • Q (GRUEL—ABSENT, coutm TWINING ABSTAIN) File#: 25-335 MEETING DATE: 5/6/2025 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Travis Hopkins, City Manager VIA: Eric McCoy, Fire Chief PREPARED BY: Bonnie To, Principal Management Analyst Subject: Approve and authorize execution of a three-year License Agreement with Rio Media & Advertising Inc. for the Lifeguard Tower Advertisements Program Statement of Issue: The City of Huntington Beach has a total of 24 oceanfront lifeguard towers within the City's jurisdiction. As an opportunity for revenue generation, the Huntington Beach Fire Department requested proposals from qualified vendors to implement a Lifeguard Tower Advertisement Program. Vendors submitted their proposals along with revenue projections, and based on the evaluation criteria, Rio Media &Advertising Inc. (Rio) was selected. City Council action is requested to approve and authorize execution of a three-year License Agreement with Rio for the Lifeguard Tower Advertisements. Financial Impact: Projected annual revenue to the City of Huntington Beach based on Rio's Annual Revenue Projection is estimated at $700,000. The Projected Payment Schedule from the vendor would be quarterly payments to the City, accompanied by comprehensive revenue reports. Recommended Action: Approve and authorize Mayor and City Clerk to execute a three-year"Lifeguard Tower Advertising License Agreement by and Between the City of Huntington Beach and Rio Media and Advertising Inc." Alternative Action(s): Do not approve, and direct staff accordingly. Analysis: City of Huntington Beach Page 1 of 2 Printed on 4/30/2025 powered by Legistar m 51 File#: 25-335 MEETING DATE: 5/6/2025 As part of the City's ongoing efforts to identify new revenue sources, the Huntington Beach Fire Department (HBFD) identified an opportunity for ad space on the back of the City's existing lifeguard towers. HBFD issued a Request for Proposal (RFP) looking for qualified vendors to develop and maintain a Lifeguard Tower Advertisement Program. While the HBFD relies upon the expertise and skillset of potential vendors, various guidelines regarding advertisement size, quantity, location, and content were set forth. The vendor would be required to follow any applicable rules, regulations, and guidelines as required by the federal, state, City, local, and other government agencies, including the California Coastal Commission. Advertisements are to be limited in size and incorporated within existing design and layout on the back of towers only. Advertisements are not to interfere with existing tower numbers, municipal codes, and ocean safety information. Currently, there are advertisements on the back of four towers. Two vendors submitted proposals with revenue projections to the City. Based on the RFP evaluation criteria, the vendor Rio Media &Advertising Inc. was selected. With over two decades of outdoor advertising experience, Rio is a Huntington Beach business focused on balancing community-driven advertising with strong revenue generation. Rio's Annual Revenue Projection is $1,000,000, of which the vendor would receive 30% and the City would receive 70%. The estimated breakdown is as follows: • Tier 1 High-traffic towers $500,000 • Tier 2 Medium-traffic towers $300,000 • Tier 3 Low-traffic Towers $200,000 City Council action is requested to authorize execution of a three-year License Agreement with the ability to extend for one additional year with Rio Media &Advertising Inc. for the Lifeguard Tower Advertisements. Environmental Status: The requested action to approve an advertising contract for the display of public information items and advertisements on existing lifeguard towers is covered by Section 15061(b)(3) of the California Environmental Quality Act (CEQA) Guidelines, which exempts activities where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. 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. Lifeguard Tower Advertising License Agreement City of Huntington Beach Page 2 of 2 Printed on 4/30/2025 powered by LegistarT"i. 52 LIFEGUARD TOWER ADVERTISING LICENSE AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND RIO MEDIA AND ADVERTISING INC. This Advertising License Agreement ("Agreement") is made effective as of � , 2025, by and between the City of Huntington Beach, a California municipal corpo ation, hereinafter referred to as "City," and Rio Media and Advertising, Inc., a California corporation, hereinafter referred to as "Licensee," for the purpose of licensing certain lifeguard towers within the jurisdiction of City for advertising purposes. The Licensee and City are hereinafter referred to collectively or individually as "Parties" or "Party". RECITALS: WHEREAS, City is the owner and operator of lifeguard towers ("Towers") located on the beaches of Huntington Beach and City may use the Towers for advertisements to generate revenue, in addition to posting beach information for the public; and Licensee is engaged in the business of installing, selling, and placing advertising on various forms of signage media and desires to sell and place advertising on the Towers ("Advertising Display") and to generate revenue to support the goals and mission of City, NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements, representations, and warranties set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: 1. Incorporation. The above Recitals are incorporated by reference herein and are contractual and not mere recitals. 2. License, Facilities, and Displays. (a) City hereby grants an exclusive right and license to Licensee and Licensee licenses from City,the Advertising Display for the Permitted Use, on the terms and conditions hereinafter set forth in this Agreement. (b) Each Tower will have at least one Advertising Display which can display advertising, as depicted in the program documents consisting of City's Request for Proposal dated October 24, 2024 and Licensee's response dated November 26,2024, collectively attached hereto as Exhibit A. The size, number, location and price of each Advertising Display shall be as depicted in Exhibit A. During the term, the Licensee shall ensure that every Advertising Display is in good condition. The Locations listed on Exhibit "A" are sometimes referred to herein as the "Minimum Locations". Exhibit "A" may be supplemented and changed from time to time by mutual agreement in writing by the parties. 1 25-16396/376558 (c) The Advertising Displays will be initially procured, assembled and installed by Licensee on all Towers (collectively the ("Installations") at licensee's expense. The Advertising Displays will be light weight, easily moved and safely affixed to the Towers. City acknowledges that the displaying of the Advertising Displays, as provided in this paragraph is critical to generating advertising revenue. Licensee will be solely responsible for and have the exclusive right to obtain advertising for the Advertising Display subject to this Agreement, and Licensee shall have full control of the advertising process, including advertising rates on posting, copy production, and the terms and conditions of all advertising sales as long as it abides by all laws. 3. Permitted Use. Licensee may replace an Advertising Display with an alternate Advertising Display that needs a refresh or repair. Licensee agrees to ensure the swap out will be made in the least disruptive manner possible. Upon termination or expiration of the License, the Licensee agrees to replace all logos/advertising with a public service announcement provided by the City and the costs for the public service announcement shall be the responsibility of the terminating party. Licensee shall be permitted to install, maintain, operate, service, replace the Advertising Displays with public service and commercial advertising displays, including the installation of a fastening system for the Advertising Displays that will allow for easy placement and removal of the Advertising Displays from the Towers and also secure the Advertising Displays to the Towers during the periods that they are displayed to the public. 4. Term. The term of this Agreement shall be for three (3) years, with the option to extend an additional one (1)year, commencing on the execution of this Agreement and after approval by the City Council of City ("Commencement Date"), unless sooner terminated or extended, in whole or in part, as provided in this Agreement. 5. Reserved. 6. Payments and Notices. All License fees paid hereunder, and all notices are to be forwarded to the City at the address noted below. Until Licensee is notified in writing of change of ownership, payment will be remitted to the City or its assignee who has given written notice. All Fees shall be deemed to have been received on time unless City notifies Licensee of non-receipt of payment. All notices are effective upon dispatch and must be delivered by certified mail,personal delivery or commercial courier to City or Licensee at the respective addresses as follows: 2 25-16396/376558 General notices shall be sent to the Licensee at: Rio Media& Advertising, Inc. Attn: Thomas Iorio 101 Main Street, Suite 230 Huntington Beach, CA 92648 General notices shall be sent to the City at: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn.: Fire Chief Payments to City shall be sent to City at: City of Huntington Beach P.O. Box 190 Huntington Beach, CA 92648 Attn.: City Treasurer 7. License Fees. In consideration of City making the Minimum Locations available for advertising during the Term, Licensee shall pay to City License Fees of 7Q% of all revenues based on the tiered pricing structure as set forth in Exhibit A. City, or its designee, shall have the right to audit the books and records maintained by Licensee in connection with advertising including but not limited to all financial records, bank statements, cancelled checks or other proof of payment(s), costs incurred by Licensee that is related to this Agreement, that is the subject matter of this Agreement, in a digital or electronic format, or at Licensee's offices or via reasonable video conferencing meeting and at reasonable times, twice per year, upon not less than fourteen (14) days' prior written notice to Licensee. 8. Obstructions. Provided it is not disruptive to City's operations, and is within their authority and ability to do so, personnel of City shall keep the Advertising Displays free from obstructions and will not permit or allow any material impairment, improvements, equipment, or other obstruction by City or other parties to materially interfere with the full and undisturbed visibility of the advertising thereon. Licensee has the right, as legally permissible, to remove any obstruction that hinders the view of any advertising copy or messages placed on the Sign(s) and City will cooperate with Licensee in removing any obstructions. 9. Tower Cleaning and Maintenance. Licensee will periodically clean and maintain the Towers as set forth in Exhibit A. 3 25-16396/376558 10. Access. Fire Department Staff will provide Licensee with access when needed to the Towers in order to test the Advertising Displays and their fastening system, deliver the Advertising Displays to the Towers, replace Advertising Displays, inspection of the Advertising Displays, perform Tower maintenance, and to otherwise implement this Agreement. 11. Other Advertising. The licenses, right and privileges granted to Licensee to use the Advertising Displays for logo/advertising purposes is exclusive to Licensee as long as this agreement is in effect. As of the date of this Agreement, no other advertising is contemplated on the Towers. 12. Permits. Licensee shall obtain, at its sole cost and expense, any and all required permits, licenses, authorizations or consents for the advertising use of the Towers as contemplated herein. 13. Copy Content. City reserves the right to review and approve all advertising content. In addition, the messages on the Advertising Displays must not feature alcohol,tobacco, vape, gambling, politics, religion, nothing of a sexual nature or feature advertisements on City's vehicles or allow any advertisements to state, "Official Vehicle Sponsor of the Huntington Beach 'Lifeguards." A period of 48 hours or 2 business days will be allotted for review. 14. Hold Harmless. Licensee hereby agrees to protect, defend, indemnify and hold harmless City, 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, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Licensee's employees and damage to Licensee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Licensee, caused in whole or in part by any negligent act or omission of the Licensee, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity and defense obligation shall apply to all claims and liability, including but not limited to, any claims related to whether the approval of the Event by City, or the Event itself, is in compliance with applicable federal, state and local laws, and regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. 4 25-16396/376558 15. Workers' Compensation Insurance. Pursuant to California Labor Code Section 1861, Licensee acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Licensee shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the Workers' Compensation and Employer's Liability Insurance and Licensee shall similarly require all subcontractors to waive subrogation. 16. General Liability Insurance. In addition to the Workers' Compensation and Employer's Liability Insurance and Licensee's covenant to defend, hold harmless and indemnify City, Licensee shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage for Licensee's operations under this Agreement. 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 use of the Licensed 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) 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) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit, the aggregate limit must be no less than One Million Dollars ($1,000,000) for the use of the Licensed Premises. This policy shall name City, its officers,elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the use of the Licensed Premises 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. 17. Automobile Liability Insurance. Licensee shall obtain and furnish to City an automotive liability insurance policy covering Licensee's operations under this Agreement. This policy shall provide coverage for Licensee's automotive liability in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and a separate "Additional Insured Endorsement" page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above- mentioned insurance shall not contain a self-insured retention, "deductible" or any similar form of limitation on the required coverage except with the express written consent of City. 5 25-16396/376558 18. Certificate of Insurance. Prior to commencement of any activity hereunder, Licensee shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement; the certificate shall: Provide the name and policy number of each carrier and policy; State that the policy is currently in force; and Promise that such policy shall not be suspended, voided or canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice; however, ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Licensee shall maintain the foregoing insurance coverage in force during the entire Term of this License, including any extensions of the Term as provided herein. This requirement for carrying the foregoing insurance coverage shall not derogate from Licensee's defense, hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Licensee shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 19. Default. If any one or more of the following events shall happen (an "Event of Default"), then and in any such event, City may upon written notice to Licensee terminate this License: (a) Licensee fails to pay any Fees payable hereunder within five (5) days of when due and does not cure such failure within ten (10) business days after receipt of written notice from City of such delinquency and nonpayment; (b) Licensee fails to perform any of its obligations under this License (other than payment of any Fees) and such failure shall continue for a period of twenty (20) days after notice thereof from City provided; (c) Licensee files for a voluntary petition, or has filed against it any involuntary petition for, bankruptcy which is not stayed or discharged within sixty (60) days, or makes a general assignment for the benefit of creditors. Any out-of- pocket, third party, reasonable charges incurred by City as a result of Licensee's Event of Default shall be added as additional Fees to which Licensee shall be responsible for. 20. Termination for Convenience. The Agreement may be terminated, in whole or in part, from time to time, when such action is deemed by City, in its sole discretion, to be in its best interest. Termination of work hereunder will be effected by notice of termination to Licensee specifying the extent to which performance of work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective will be no less than 120 days after the notice is sent. 6 25-16396/376558 21. Force Majeure. Licensee shall not be deemed to be in default hereunder and its performance shall be delayed and excused if it is delayed or prevented from performing any of the obligations hereunder, by reason of Force Majeure events. Licensee shall additionally not be deemed to be in default hereunder and its performance shall be delayed and excused if Licensee is unable to sell and/or display advertising and/or conduct business on the Towers, as was theretofore normally sold, displayed and/or conducted in the ordinary course of business, by reason of any "Force Majeure" event, defined to mean and include casualty, condemnation, disease, epidemics, pandemics, quarantines, laws, changes in laws, requirements, restrictions or limitations of governmental authorities, flood, boycotts, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, unusually severe weather conditions, riots, rebellion, sabotage, major traffic disruptions or changes, war, terrorism, other emergency, delays in obtaining permits or governmental approvals not caused by the acts or omissions of Licensee, or any other circumstances for which Licensee is not responsible and which are not within Licensee's reasonable control. 22. Notices. Any notice to any party under this License shall be, pursuant to the names and addresses set forth above, in writing by certified or registered mail, or commercial overnight delivery service and shall be effective on the earlier of(a) the date when delivered and receipted for by a person at the address specified within this License, or(b)the date which is three (3) days after mailing (postage prepaid) by certified or registered mail, return receipt requested, to such address; provided that in either case notices shall be delivered to such other address as shall have been specified in writing by such party to all parties hereto prior to the notice being delivered. 23. Waivers; Curing Defaults. (a) The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this License, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this License or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by City of the Fees with knowledge of breach by Licensee of any obligation of this License shall not be deemed a waiver of such breach. (b) If either party shall default in the performance of any of its obligations under this License, the other party, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of the nonperforming party, without notice in a case of emergency, and in any other case only if such default continues after the cure period provided in this License. 7 25-16396/376558 24. Miscellaneous. (a) All understandings and agreements heretofore had between the parties are merged in this License which alone fully and completely expresses their agreement and which is entered into after full investigation, neither party relying upon any statement or representation not embodied in this License. (b) No agreement shall be effective to change or waive any provision of this License, in whole or in part, unless the same is in writing, refers expressly to this License and is signed by both parties. (c) This License shall bind and benefit the parties hereto and their respective successors and assigns. (d) Irrespective of the place of execution or performance, this License shall be governed by and construed in accordance with the laws of the State of California. If any provision of this License or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this License and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The captions, headings and titles in this License are solely for convenience of reference and shall not affect its interpretation. Each covenant, agreement, obligation or other provision of this License on Licensee's part to be performed, shall be deemed and construed as a separate and independent covenant of Licensee, not dependent on any other provision of this License. All terms and words used in this License, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. (e) This License may be executed in multiple counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. The invalidity of any portion of this License shall not have any effect on the balance hereof. This License shall be binding upon the parties hereto, as well as their successors, heirs, executors and assigns. Any signature to this License transmitted by facsimile or e-mail (in PDF or comparable format) shall be considered to have the same legal and binding effect as any original signature. Each party represents and warrants to the other that it is duly authorized to execute and deliver this License Agreement. (f) This License has been mutually negotiated and drafted and shall be construed neither for nor against City or Licensee but shall be construed without regard to any presumption or other rule of construction against a party causing a provision to be drafted, added or deleted. (g) The failure of City or Licensee to enforce any of the rights given to it under this License by reason of the violation of any of the covenants in this License to be performed by either party shall not be construed as a waiver of the rights of City or Licensee to exercise any such rights as to any subsequent violations of such covenants or as a waiver of any of the rights given to City or Licensee by reason of the violation of any of the covenants of this License. 8 25-16396/376558 25. Removal of Advertising Upon Termination. At the end of the Term or upon earlier termination of this License Agreement, Licensee shall remove from the Towers all equipment, signs, and other personal property placed by it on the Towers. The Licensee may leave any pre-agreed materials used on the Towers or otherwise agreed to by City, which the Licensee shall be entitled to leave on the Towers at the end of the Term. On the last day of the Term (or as soon thereafter as is reasonably practical), a duly authorized representative of the City and of Licensee shall together inspect the Towers to evaluate the state of the Towers. Licensee shall not be liable for any pre-existing condition; however, Licensee shall be liable for any damage occurring from its use of the Towers for the advertising. Licensee shall return the Towers to the condition in which they existed at the beginning of the Term. 26. Sublicensing or Assignment Prohibited. This License is personal to Licensee, and Licensee shall have no right to assign its rights hereunder or to sublicense this Agreement. 27. Attorneys' Fees. In the event of litigation or other proceeding brought to enforce this License Agreement, each party shall bear its own attorneys' fees and costs. The prevailing party will not be entitled to recover its attorneys' fees, costs, and expenses in connection with such litigation or other proceeding from the other party. IN WITNESS WHEREOF, the Parties have executed this License Agreement by and through their authorized officers on go,/ L( , 2g25. 9 25-16396/376558 LICENSEE, CITY OF HUNTINGTON BEACH,a RIO MEDIA&ADVERTISING, INC. municipal corporation of the State of California By: Mayor Ihor+as J-orso print name ITS: (circle one) ChairmarCresiden Vice City Clerk President AND INITIATED AND APPROVED: By: 0 Fire Chief print name ITS: (circle one) Secretary/Chief Financial REVIEWED AND APPROVED: Officer/Asst. Secretary -Treasurer City Manager APPROVED AS TO FORM: City Attorney f � COUNTERPART 10 25-16396/376558 LICENSEE, CITY OF HUNTINGTON BEACH, a RIO MEDIA & ADVERTISING, INC. municipal co oration of the State of California By: Mayor print nameAcKair' ITS: (circle one) Chairman/President/Vice City Clerk President INITIATED AND APPROVED: AND By l Fire Chief print name ITS: (circle one) Secretary/Chief Financial REVIEWED AND APPROVED: Officer/Asst. Secretary - Treasurer City Manag APPROVED AS TO FORM: L� 1 City Attorney f � COUNTERPART to 25-16396/376558 EXHIBIT A REQUEST FOR PROPOSALS FOR LIFEGUARD TOWER ADVERTISEMENTS PROGRAM 1 TOWER [ fl ! YOUR AD SCAM tOR BEACH HERE l Af G11 Al RT IOM {e Q.w a- 'Av l„EH Tr ' * l'y ; 1 (.4�4.1111Ctpr ,O B� OQ yCF�0ONTY Ca�\s CITY OF HUNTINGTON BEACH Fire Department Released on: October 24,2024 Addendum# 4- 2 Table of Contents Section I. General Description and Introduction Section II. Schedule of Events Section III. Project Background Section IV. Scope of Work/Service Section V. Proposal Submission Requirements Section VI. Selection Criteria Section VII. Selection Process Selection VIII. Submission Deadline Section IX.Request For Additional Information Section X. Taxes and Licenses Section XI. Standard Terms and Conditions 2 Section I. General Description and Introduction The City of Huntington Beach("City') is requesting proposals from qualified Vendors specializing in management and operations of advertisements/ads placed on lifeguard towers. The City of Huntington Beach has a total of 24 Oceanfront Lifeguard Towers. The Huntington Beach Fire Department Marine Safety Division uses the back of the lifeguard towers to display the tower number,municipal codes, and ocean safety information. Currently,there are advertisements on the back of four of the lifeguard towers. The successful Vendor("Vendor")would be considered for a three(3)year Lifeguard Tower Advertising License Agreement with the City,with the ability to extend an additional one(1) year. By submitting a proposal,the Vendor/Consultant accepts all terms and conditions of this RFP including the attached sample Agreement. The Vendor would be required to follow any applicable rules,regulations, and guidelines as required by the federal, state, City, local, and all government agencies, including the California Coastal Commission. Section II. Schedule of Events This request for proposal will be governed by the following schedule: • Release of RFP October 24,2024 • Job Walk(Mandatory) November 7, 2024 @ l0am o Starting Location: Lifeguard Headquarters; 101 PCH,HB, CA 92648 13 • Deadline for Written Questions Novembers-2024 by 4pm • Responses to Questions Posted on Web November 2024 • Proposals are Due December 3, by 4pm Nvvcuihci Mime by 4pm • Proposal Evaluation Completed December 2024 (Tentative) • Approval of Contract December 2024 (Tentative) Section III. Project Background There are 24 Ocean Lifeguard Towers along the coastline of Huntington City Beach between Beach Boulevard and Seapoint Avenue.All of the towers have unused space on the back of the towers, sides of the towers, and/or roofs of the towers which could serve as spaces for various advertisements. Certain towers are more popular and have more visibility to the public than others and should/may be priced accordingly. Lifeguard tower advertisements will allow the City of Huntington Beach to create unique public- private partnerships in which both parties can benefit Other Fire Department Marine Safety Divisions, such as LA County,are already establishing these partnerships and generating revenue by selling ad space on the back or sides of lifeguard towers. 3 Advertising Vendors with experience in advertising on ocean lifeguard towers and with current contracts with public agencies, specifically in Southern California,,are desirable. Section IV. Scope of Work/Service/Service A) The selected Vendor shall execute a Lifeguard Tower Advertising License Agreement (see Appendix B)with the City for management of the lifeguard tower ads in all selected locations. 1) The selected Vendor will provide a Projected Annual Breakdown Report. The breakdown should include total monies earned through lifeguard advertisement at Huntington Beach(projected),percentage of money to be kept by the Vendor, percentage of money to be allocated and paid to the City, and projected payment dates to the City. The City prefers monthly or quarterly payments in order to track ongoing revenues. 2) All lines in the Scope of Work/Service/Service Section are required. The optional lines will state"optional". If the Vendor has a"substitute request" on any required or optional line,please thoroughly explain the"substitute request"and provide justification. 3) A Job Walk by the vendor will be mandatory for this RFP as stated in the Schedule of Events. 4) The Vendor would be required to follow any applicable rules,regulations, and ' guidelines as required by the federal, state, City, local, and all government agencies, including the California Coastal Commission. 5) Note: Certain towers are more popular and have more visibility to the public than others. Therefore,please provide a proposal based on different tiers to differentiate the advertisement sales revenue amounts and Projected Annual Breakdown Report per tower. 6) Tower 3 and 4 are not available at this time for advertisement through this RFP. 7) Note: During certain events and seasons, certain towers are more popular and have more visibility to the public than others and this should also be accounted for in the RFP bid submission. 8) Note: During certain events,the advertisements may be required to be taken down and unable to be rented during that time. One example is if there is specific event occurring. The City would provide the vendor with advanced notice. Please see Exhibit A for preliminary special events schedule. B) The selected Vendor will be responsible for the management of the lifeguard tower ads. 1) Management of lifeguard tower ads include: i) Provide the advertisement printing, supplies, and service needed to print/attach the advertisement to the towers. ii) Provide day-to-day operational supervision and personnel management,project management, and maintenance expertise necessary to operate the tower ad program. 4 iii) Provide knowledgeable staff capable of selling advertisements for all lifeguard tower locations. iv) Provide cleaning and maintenance for the lifeguard tower ads which includes but is not limited to: o Graffiti removal o Maintenance: Maintenance shall include any tower ad maintenance or repair from damage, at no charge to the City. This includes any advertisement that is fading, discolored, or unsatisfactory as deemed by the City. o Maintenance of lifeguard towers includes power washing and cleaning the entire outside of the lifeguard towers in order for advertisement to be shown on an overall clean tower,which would be advantageous to both the advertisement company and the City. o Labor for all other maintenance. Rehabilitation or replacement of all tower ads determined to be in poor condition. o Labor for all other maintenance. Rehabilitation or replacement of all tower advertisements determined to be in poor condition. o Properly train and equip non-City personnel responsible for cleaning and repair to handle all maintenance at least once every six months. Vendor will be required to email the City authorized contact personnel a copy of the inspection records completed every six months. o Provide emergency maintenance(24-hour point of contact)to ensure tower ads always maintain professional appearance. iv) Scheduling o Work to be performed during regular business hours for Huntington Beach-5:30 a.m.to 5:00 p.m.,Pacific Standard Time o Work should be performed during regular work weekdays, Monday through Friday, unless otherwise specified. The following holidays will be observed: • New Year's Day,Memorial Day, Independence Day,Labor Day, Thanksgiving Day, and Christmas Day. • Some work may be required on holidays to meet peak visitor demands as requested by the City. 5 v) Advertising Sales o Operate an advertising sales organization to generate revenue: • Required: advertisement on designated area approved by the City and Vendor on the back of the oceanfront lifeguard towers. • Note: Certain towers are more popular and have more visibility to the public than others. Therefore,please provide a proposal based on different tiers to differentiate the advertisement sales revenue amounts and Projected Annual Breakdown Report per tower. Example of Back of Tower Advertisement(subject to change by federal, state, City, local, and all government agencies, including the California Coastal Commission). TOWER 1,3 * * - YOUR AD 54..i4N9EAEh HERE IIIE4BY;T14R • • 1 1�/� AV _ I i !IT* �� < `c �vv/ • Optional: advertisement on designated area approved by the City and Vendor on the side of the oceanfront lifeguard towers • Optional: advertisement on designated area approved by the City and Vendor on the roof/top of the oceanfront lifeguard towers o Ensure that the advertising sales effort is robust and sufficient to support generating revenue to the City and to include no net expenses for maintenance to the City of Huntington Beach. 6 o Maintenance of lifeguard towers includes power washing and cleaning the entire outside of the lifeguard towers in order for advertisement to be shown on an overall clean tower,which would be advantageous to both the advertisement company and the City. o Prohibit the advertising of drugs, smoking/vaping, alcohol, and adult content. o The City will approve all advertisements prior to placement on lifeguard towers. o If possible,try and keep the ads consistent across all towers. o See Exhibit B for dimensions of lifeguard tower. vi) Detailed Project Schedule should be included to identify all tasks and deliverables to be performed, durations for each task, and overall time of completion. vii) Obtain and keep current City business license and proper insurance documents, endorsement documents, and permit(s) as required by the City of Huntington Beach. Section V. Proposal Submission Requirements Interested contractors are to provide the City of Huntington Beach with a thorough proposal using the following guidelines: Proposal should be typed and should contain no more than 20 typed pages using a 12-point font size,including transmittal letter and resumes of key people,but excluding Index/Table of Contents, tables, charts, and graphic exhibits in the Page Count. Each proposal will adhere to the following order and content of sections. Proposal should be straightforward, concise and provide "layman" explanations of technical terms that are used. Emphasis should be concentrated on conforming to the RFP instructions, responding to the RFP requirements and Scope of Work/Service, and on providing a complete and clear description of the offer. Proposals which appear unrealistic in the terms of technical commitments, lack of technical competence or are indicative of failure to comprehend the complexity and risk of this contract, may be rejected. The following proposal sections are to be included in the bidder's response: A. Vendor Application Form and Cover Letter Complete Appendix A, "Request for Proposal-Vendor Application Form" and attach this form to the cover letter. A cover letter, not to exceed three pages in length, should summarize key elements of the proposal. An individual authorized to bind the Vendor/Consultant must sign the letter. The letter must stipulate that the proposal price will be valid for a period of at least 180 days. Indicate the address and telephone number of the contractor's office located nearest to Huntington Beach, California and the office from which the project will be managed. B. Background and Project Summary Section 1) The Background and Project Summary Section should describe your understanding of the City, the work to be done, and the objectives to be accomplished. Refer to Scope of Work/Service of this RFP. 2) The Background and Project Summary Section should provide projections for annual revenue for every year through the term of the franchise agreement(see Appendix A). This section should have a Projected Annual Breakdown Report. The breakdown • should include total monies earned through lifeguard advertisement at Huntington Beach(projected),percentage of money to be kept by the Vendor,percentage of money to be allocated and paid to the City, and projected payment dates to the City. This section should also include a Detailed Project Schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion. C. Methodology Section Provide a detailed description of the approach and methodology to be used to accomplish the Scope of Work/Service of this RFP. The Methodology Section should include: 1) An implementation plan that describes in detail (i)the methods, including controls by which the Vendor manages projects of the type sought by this RFP; (ii) methodology for soliciting and documenting views of internal and external stakeholders; (iii) and any other project management or implementation strategies or techniques that the respondent intends to employ in carrying out the work. 2) Detailed description of effortsVendor will undertake to achieve client satisfaction and to satisfy the requirements of the "Scope of Work/Service" section. 3) Detailed project schedule, identifying all tasks and deliverables to be performed, durations for each task, and overall time of completion. 4) Detailed description of specific tasks you will require from City staff.Explain what the respective roles of City staff and your staff would complete in the tasks specified in the Scope of Work/Service. 5) Detailed advertising revenue.proposal for all lifeguard towers as described in this RFP. D. Staffing Provide a list of individual(s)who will be working on this project and indicate the functions that each will perform. Include a resume for each designated individual. Upon award and during the contract period, if the contractor chooses to assign different personnel to the project, the Contractor must submit their names and qualifications including information listed above to the City for approval before they begin work. E. Qualifications The information requested in this section should describe the qualifications of the Vendor, key staff and sub-contractors performing projects within the past five years that are similar in size and scope to demonstrate competence to perform these services. Information shall include: 1) Names of key staff that participated on named projects and their specific responsibilities with respect to this Scope of Work/Service. 2) A summary of the your Vendor's demonstrated capability,including length of time that your Vendor has provided the services being requested in this Request for Proposal. 8 3) Provide 1 to 5 references(Appendix A) that received similar services from your Vendor. The City of Huntington Beach reserves the right to contact any of the organizations or individuals listed. Information provided shall include: • Client Name • Project Description • Project start and end dates • Client project manager name,telephone number, and e-mail address Section VI. Selection Criteria The proposals will be evaluated based on the following factors but may not be limited to just these factors: o Compliance with RFP Requirements o Experience&Performance Record A history of successfully providing this service in similar complexity and scale for other agencies within Southern California is required. Efficiency and timeliness in completion of program requirements. o Approach to Management of Lifeguard Tower Advertisements &Maintenance Program Methodology to servicing and installing lifeguard tower ads as well as maintenance and scheduling plan of the lifeguard ads. This includes the Projected Annual Breakdown Report and Detailed Project Schedule. See Scope of Work/Service section for all the listed lines/items. o Cost/Price o References Section VII. Selection Process Each proposal will be reviewed to determine if it meets the needs and requirements contained within this RFP. The City may reject any proposal if it is conditional, incomplete, or contains irregularities, or lack of funding. The City may waive an immaterial deviation in a proposal, but this shall in no way modify the proposal document or excuse the ,Vendor/Consultant from compliance with the contract requirements if the Vendor/Consultant is awarded a contract. Proposals,that meet the criteria of this RFP will be reviewed by a panel. Oral interviews may be conducted. The selected Vendor(s)will be notified, in advance, of the time and place for the oral interviews. Failure to appear at the interview will be considered non-responsive and the Vendor will be eliminated from any further consideration. The successful Vendor/Consultant to whom work is awarded shall,within fifteen (15) days after being notified, enter into a contract with the City for the work in accordance with the specifications, and shall furnish all required documents necessary to enter into said contract. Failure of the successful bidder to execute the contract within said fifteen(15)days shall be just cause for the City to contract with the next responsible Vendor/Consultant. 9 Any communications,whether written or verbal,with any City Councilmember,the Honorable Mayor, or City staff other than the individual indicated herein,prior to award of a contract by City Council, is strictly prohibited.Any Vendor who violates this provision shall be immediately disqualified from consideration as a vendor under the terms of this RFP. Section VIII. Submission Deadline In order to be considered,the Vendor/Consultant must submit proposal to the City's Finance Department through the online website PLANETBIDS. The proposal must be received on PLANETBIDS no later than 4:00 p.m. (P.S.T.)on November- -7-2024 as specified in this RFP Schedule of Events. December 3rd, 2024 There are no expressed or implied obligation for the City to reimburse Vendors for any expenses incurred in preparing proposals in response to this request. Materials submitted by respondents are subject to public inspection under the California Public Records Act(Government Code Sec. 6250 et seq.). Any language purporting to render the entire proposal confidential or propriety will be ineffective and will be disregarded. The City reserves the right to retain all proposals submitted, and to use any idea in a proposal regardless of whether or not the proposal was selected. Submission of a proposal indicates acceptance by the Vendor of the conditions contained in the RFP,unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City and the selected Vendor. All property rights, including publication rights of all reports produced by the selected Vendor in connection with services perform under this agreement shall be vested in the City. Section IX. Request for Additional Information Questions about this RFP must be submitted through PLANETBIDS by November;2024 by 4p.m. (P.S.T.)as specified in this RFP Schedule of Events. Section X. Taxes and Licenses All taxes and licenses required for this project, including, but not limited to a Huntington Beach City business licenses, shall be obtained at the sole expense of the contractor(and any subcontractors). The contractor shall comply with all state and city prevailing wage laws. Section XI. Standard Terms and Conditions • Amendments The City reserves the right to amend this RFP prior to the proposal due date.All amendments and additional information will be posted through the PLANETBIDS Huntington beach Procurement Registry,Huntington Beach-Official City Web Site- Business-Bids&RFP's :bidders should check this web page daily for new information. • Cost for Preparing Proposal The cost for developing the proposal is the sole responsibility of the bidder. All proposals submitted become the property of the City. I0 • Contract Discussions Prior to award, the apparent successful Vendor may be required to enter into discussions with the City to resolve any contractual differences. These discussions are to be finalized and all exceptions resolved within one(1)week from notification. If no resolution is reached, the proposal may be rejected and discussions will be initiated with the second highest scoring Vendor. See Appendix B for a sample agreement. • Confidentiality Requirements The staff members assigned to this project may be required to sign a departmental non- disclosure statement. Proposals are subject to the Freedom of Information Act. The City cannot protect proprietary data submitted in proposals. • Financial Information The City is concerned about bidders' financial capability to perform, therefore, may ask you to provide sufficient data to allow for an evaluation of your Vendor's financial capabilities. • Payment by Electronic Funds Transfer—EFT: The City requires that payment be made directly to the vendor's bank account via an Electronic Fund Transfer(EFT)process. Banking information will need to be provided to the City via an Electronic Credit Authorization form. A City Representative will provide the Electronic Credit Authorization form upon intent to award. Vendor will receive an Electronic Remittance Advice with the payment details via email. It is solely the responsibility of the vendor to immediately notify the City of any change to their information related to payments. • Insurance Requirements City Resolution 2008-63 requires that licensees,lessees,and Vendors have an approved Certificate of Insurance (not a declaration or policy) on file with the City for the issuance of a permit or contract. Within ten (10) consecutive calendar days of award of contract, successful bidder must furnish the City with the Certificates of Insurance proving coverage as specified in Appendix C. Failure to furnish the required certificates within the time allowed will result in forfeiture of the Proposal Security. Please carefully review the Sample Agreement and Insurance Requirements before responding to the Request for Proposal enclosed herein. The terms of the agreement, including insurance requirements have been mandated by City Council and can be modified only if extraordinary circumstances exist. Your response to the Request for Proposal must indicate if you are unwilling or unable to execute the agreement as drafted as well as providing the insurance requirements. The City will consider this in determining responsiveness to the Request for Proposal. 11 EXHIBIT A EXHIBIT A PRELIMINARY SPECIAL EVENTS SCHEDULE (SUBJECT TO CHANGE) Event Name Preliminary Notes Dates/Approximate Duration Pacific Air Show End of More tower viewership September/Beginning of due to event during this October including event. Towers may need preparation and cleanup to move due to logistics time. of the event (Preliminarily Tower 9, 11, 13, 15). This special event is a multi-day event and when Public Works moves the towers and towers are moved right up against the multi-use bike path where the tower can be visible to all path users. US Open Early/Mid August including More tower viewership preparation and cleanup due to event. Towers time may need to move due to logistics of the event. (Preliminarily Tower 1). This special event is a multi-day event and when Public Works moves the towers and towers are moved right up against the multi-use bike path where the tower can be visible to all path users. Darker Waves/Beach Mid November including More tower viewership Concert preparation and cleanup due to event. Towers time may need to move due to logistics of the event. This special event is a multi-day event and when Public Works 12 moves the towers and towers are moved right up against the multi-use bike path where the tower can be visible to all path users. Toyota Contract Daily Toyota signage on Lifeguard Towers 3 and 4. Tower 3 and 4 are not available at this time for advertisement through this RFP. Additional Events TBD ;13' EXHIBIT B EXHIBIT B LIFEGUARD TOWER DIMENSIONS Dimensions of the Back of the Lifeguard Tower. 7 feet 8 inches across the top 6 feet across the bottom 3 feet 7 inches from the bottom to the first bend 3 feet 7 inches from the first bend to the top corner The dimensions for the bottom of the side of the tower are 6 feet wide and 3 feet 4 inches high (the top part/side flap will swing open and not be visible when the tower is open so that part of the tower was not measured). These roof dimensions and side dimensions are for the towers (Tower 1 and Tower 2) closest to the pier,which are the ones that HBFD sees fit for advertisement at this time. If you would like other dimensions,please let us know. The dimensions for the roof are: The base of the roof in the front of the tower and the base of the roof at the back of the tower measure 11 feet 10 inches. These roof dimensions and side dimensions are for the towers (Tower 1 and Tower 2) closest to the pier,which are the ones that HBFD sees fit for advertisement at this time. If you would like other dimensions,please let us know. The base of the roof on the sides of the tower measure 10 feet 3 inches. Each forward roof ridge up to the base of the square top pyramid measures 7 feet 8 inches. Each rear roof ridge up to the base of the square pyramid measures 6 feet 7 inches. The top square pyramid measures 20 inches by 20 inches and each roof ridge is 20 inches. 14 APPENDIX A REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: ❑ NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Contact Person for Agreement: Corporate Mailing Address: City, State and Zip Code: E-Mail Address: Phone: Fax: Contact Person for Proposals: Title: E-Mail Address: Business Telephone: Business Fax: Year Business was Established: Is your business: (check one) ❑ NON PROFIT CORPORATION ❑ FOR PROFIT CORPORATION Is your business: (check one) ❑ CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of 2 Names & Titles of Corporate Board Members (Also list Names &Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Federal Tax Identification Number: City of Huntington Beach Business License Number: (If none, you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 2 of References of Work Performed Form (1-5 References) Comany Name: 1. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: 2. Name of Reference: Address: Contact Name: — Phone Number: Email: • • Dates of Business: 3. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: 4. Name of Reference: • Address: - Contact Name: Phone Number: Email: Dates of Business: 5. Name of Reference: Address: Contact Name: Phone Number: Email: Dates of Business: APPENDIX B LIFEGUARD TOWER ADVERTISING LICENSE AGREEMENT BY AND BETWEEN THE CITY OF HUNTINGTON BEACH AND This Advertising License Agreement("Agreement") is made effective as of , 2024, by and between the City of Huntington Beach, a California municipal corporation, hereinafter referred to as"City,"and , a California corporation,hereinafter referred to as "Licensee," for the purpose of licensing certain lifeguard towers within the jurisdiction of City for advertising purposes. The Licensee and City are hereinafter referred to collectively or individually as "Parties" or "Party". RECITALS: WHEREAS, City is the owner and operator of lifeguard towers ("Towers") located on the beaches of Huntington Beach and City may use the Towers for advertisements to generate revenue, in addition to posting beach information for the public; and Licensee is engaged in the business of installing, selling, and placing advertising on various forms of signage media and desires to sell and place advertising on the Towers ("Advertising Display") and to generate revenue to support the goals and mission of City, NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements,representations, and warranties set forth herein and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby,the parties hereby agree as follows: 1. Incorporation. The above Recitals are incorporated by reference herein and are contractual and not mere recitals 2.License,Facilities, and Displays. (a) City hereby grants an exclusive right and license to Licensee and Licensee licenses from City,the Advertising Display for the Permitted Use, on the terms and conditions hereinafter set forth in this Agreement. (b)Each Tower will have at least one Advertising Display which can display advertising, as depicted in the program documents attached hereto as Exhibit A. The size, number, location and price of each Advertising Display shall be as depicted in Exhibit A. During the term,the Licensee shall ensure that every Advertising Display is in good condition. The Locations listed on Exhibit "A" are sometimes referred to herein as the "Minimum Locations". Exhibit"A" may be supplemented and changed from time to time by mutual agreement in writing by the parties. (c)The Advertising Displays will be initially procured, assembled and installed by Licensee on all Towers (collectively the ("Installations"). Such Installations will be at Licensee's expense but subject to cost recovery as set forth in paragraph . The Advertising Displays will be light weight, easily moved and safely affixed to the Towers. City acknowledges that the displaying of the Advertising Displays, as provided in this paragraph is critical to generating advertising revenue. Licensee will be solely responsible for and have the exclusive right to obtain advertising for the Advertising Display subject to this Agreement, and Licensee shall have full control of the advertising process, including advertising rates on posting, copy production, and the terms and conditions of all advertising sales as long as it abides by all laws. 3. Permitted Use. Licensee may replace an Advertising Display with an alternate Advertising Display that needs a refresh or repair. Licensee agrees to ensure the swap out will be made in the least disruptive manner possible. Upon termination or expiration of the License,the Licensee agrees to replace all logos/advertising with a public service announcement provided by the City and the costs for the public service announcement shall be the responsibility of the terminating party.Licensee shall be permitted to install, maintain, operate, service,replace the Advertising Displays with public service and commercial advertising displays, including the installation of a fastening system for the Advertising Displays that will allow for easy placement and removal of the Advertising Displays from the Towers and also secure the Advertising Displays to the Towers during the periods that they are displayed to the public. 4. Term. The term of this Agreement shall be ( )year, commencing on the execution of this Agreement and after approval by the City Council of City ("Commencement Date"),unless sooner terminated or extended, in whole or in part, as provided in this Agreement. 5. Reserved. 6.Payments and Notices. All License fees paid hereunder, and all notices are to be forwarded to the City at the address noted below. Until Licensee is notified in writing of change of ownership,payment will be remitted to the City or its assignee who has given written notice.All Fees shall be deemed to have been received on time unless City notifies Licensee of non-receipt of payment. All notices are effective upon dispatch and must be delivered by certified mail,personal delivery or commercial courier to City or Licensee at the respective addresses as follows: General notices shall be sent to the Licensee at: General notices shall be sent to the City at: City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Attn.:Fire Chief Payments to City shall be sent to City at: City of Huntington Beach P.O.Box Huntington Beach, CA 92648 Attn.: City Treasurer 7. License Fees. In consideration of City making the Minimum Locations available for advertising during the Term,Licensee shall pay to City License Fees as set forth in Exhibit A. City, or its designee, shall have the right to audit the books and records maintained by Licensee in connection with advertising including but not limited to all financial records, bank statements, cancelled checks or other proof of payment(s), costs incurred by Licensee that is related to this Agreement,that is the subject matter of this Agreement, in a digital or electronic format, or at Licensee's offices or via reasonable video conferencing meeting and at reasonable times,twice per year,upon not less than fourteen(14) days'prior written notice to Licensee. 8. Obstructions. Provided it is not disruptive to City's operations, and is within their authority and ability to do so,personnel of City shall keep the Advertising Displays free from obstructions and will not permit or allow any material impairment, improvements, equipment, or other obstruction by City or other parties to materially interfere with the full and undisturbed visibility of the advertising thereon.Licensee has the right, as legally permissible,to remove any obstruction that hinders the view of any advertising copy or messages placed on the Sign(s) and City will cooperate with Licensee in removing any obstructions. 9. Tower Cleaning and Maintenance. Licensee will periodically clean and maintain the Towers as set forth in Exhibit A. 10. Access. Fire Department Staff will provide Licensee with access when needed to the Towers in order to test the Advertising Displays and their fastening system, deliver the Advertising Displays to the Towers,replace Advertising Displays, inspection of the Advertising Displays, perform Tower maintenance, and to otherwise implement this Agreement. 11. Other Advertising. The licenses, right and privileges granted to Licensee to use the Advertising Displays for logo/advertising purposes is exclusive to Licensee as long as this agreement is in effect. As of the date of this Agreement,no other advertising is contemplated on the Towers. 12.Permits. Licensee shall obtain, at its sole cost and expense, any and all pequired permits, licenses, authorizations or consents for the advertising use of the Towers as contemplated herein. 13. Copy Content. City reserves the right to review and approve all advertising content. In addition,the messages on the Advertising Displays must not feature alcohol,tobacco,vape, gambling, politics, religion,nothing of a sexual nature or feature advertisements on City's vehicles or allow any advertisements to state, "Official Vehicle Sponsor of the Huntington Beach Lifeguards."A period of 48 hours or 2 business days will be allotted for review. 14. Hold Harmless. Licensee hereby agrees to protect, defend, indemnify and hold harmless City, 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, and consequential damage or liability of any kind or nature, however caused, including those resulting from death or injury to Licensee's employees and damage to Licensee's property, arising directly or indirectly out of the obligations or operations herein undertaken by Licensee, caused in whole or in part by any negligent act or omission of the Licensee, any subcontractors, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence, except where caused by the active negligence, sole negligence, or willful misconduct of the City. Licensee will conduct all defense at its sole cost and expense and City shall approve selection of Licensee's counsel. This indemnity and defense obligation shall apply to all claims and liability, including but not limited to, any claims related to whether the approval of the Event by City, or the Event itself, is in compliance with applicable federal, state and local laws, and regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Licensee. 15. Workers' Compensation Insurance. Pursuant to California Labor Code Section 1861,Licensee acknowledges awareness of Section 3700 et seq. of this Code,which requires every employer to be insured against liability for workers' compensation; Licensee covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Licensee shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. Licensee shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors' employees. Licensee shall furnish to City a certificate of waiver of subrogation under the terms of the Workers' Compensation and Employer's Liability Insurance and Licensee shall similarly require all subcontractors to waive subrogation. 16. General Liability Insurance. In addition to the Workers' Compensation and Employer's Liability Insurance and Licensee's covenant to defend,hold harmless and indemnify City,Licensee shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage for Licensee's operations under this Agreement. 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 use of the Licensed 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)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)per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000)for the use of the Licensed Premises. This policy shall name City, its officers, elected or appointed officials, employees, agents, and volunteers as Additional Insureds, and shall specifically provide that any other insurance coverage which may be applicable to the use of the Licensed Premises 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. 17.Automobile Liability Insurance. Licensee shall obtain and furnish to City an automotive liability insurance policy covering Licensee's operations under this Agreement. This policy shall provide coverage for Licensee's automotive liability in an amount not less than One Million Dollars ($1,000,000.00)per occurrence and a separate"Additional Insured Endorsement"page listing both the policy number and naming the"City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. The above-mentioned insurance shall not contain a self-insured retention, "deductible"or any similar form of limitation on the required coverage except with the express written consent of City. 18. Certificate of Insurance. Prior to commencement of any activity hereunder,Licensee shall furnish to City a certificate of insurance subject to approval of the City Attorney evidencing the foregoing insurance coverage as required by this Agreement;the certificate shall: provide the name and policy number of each carrier and policy; state that the policy is currently in force; and promise that such policy shall not be suspended,voided or canceled by either party,reduced in coverage or in limits except after thirty (30) days' prior written notice; however,ten (10) days' prior written notice in the event of cancellation for nonpayment of premium. Licensee shall maintain the foregoing insurance coverage in force during the entire Term of this License, including any extensions of the Term as provided herein. This requirement for carrying the foregoing insurance coverage shall not derogate from Licensee's defense,hold harmless and indemnification obligations as set forth in this Agreement. City or its representative shall at all times have the right to demand the original or a copy of the policy of insurance. Licensee shall pay, in a prompt and timely manner,the premiums on the insurance hereinabove required. 19.Default. If any one or more of the following events shall happen(an "Event of Default"),then and in any such event, City may upon written notice to Licensee terminate this License: (a) Licensee fails to pay any Fees payable hereunder within five(5)days of when due and does not cure such failure within ten(10)business days after receipt of written notice from City of such delinquency and nonpayment; (b)Licensee fails to perform any of its obligations under this License(other than payment of any Fees) and such failure shall continue for a period of twenty (20) days after notice thereof from City provided; (c)Licensee files for a voluntary petition, or has filed against it any involuntary petition for,bankruptcy which is not stayed or discharged within sixty(60) days, or makes a general assignment for the benefit of creditors. Any out-of- pocket,third party, reasonable charges incurred by City as a result of Licensee's Event of Default shall be added as additional Fees to which Licensee shall be responsible for. 20. Termination for Convenience. The Agreement may be terminated, in whole or in part, from time to time,when such action is deemed by City, in its sole discretion,to be in its best interest. Termination of work hereunder will be effected by notice of termination to Licensee specifying the extent to which performance of work is terminated and the date upon which such termination becomes effective. The date upon which such termination becomes effective will be no less than 120 days after the notice is sent. 21. Force Majeure. Licensee shall not be deemed to be in default hereunder and its performance shall be delayed and excused if it is delayed or prevented from performing any of the obligations hereunder, by reason of Force Majeure events. Licensee shall additionally not be deemed to be in default hereunder and its performance shall be delayed and excused if Licensee is unable to sell and/or display advertising and/or conduct business on the Towers, as was theretofore normally sold, displayed and/or conducted in the ordinary course of business,by reason of any "Force Majeure" event, defined to mean and include casualty, condemnation, disease, epidemics,pandemics, quarantines, laws, changes in laws,requirements,restrictions or limitations of governmental authorities, flood, strikes or other labor disputes,boycotts, embargoes, shortages of energy or materials, acts of God, acts of the public enemy, unusually severe weather conditions,riots,rebellion, sabotage, major traffic disruptions or changes,war, terrorism, other emergency, delays in obtaining permits or governmental approvals not caused by the acts or omissions of Licensee, or any other circumstances for which Licensee is not responsible and which are not within Licensee's reasonable control. 22.Notices. Any notice to any party under this License shall be,pursuant to the names and addresses set forth above, in writing by certified or registered mail, or commercial overnight delivery service and shall be effective on the earlier of(a)the date when delivered and receipted for by a person at the address specified within this License, or(b)the date which is three(3)days after mailing(postage prepaid)by certified or registered mail,return receipt requested,to such address;provided that in either case notices shall be delivered to such other address as shall have been specified in writing by such party to all parties hereto prior to the notice being delivered. 23. Waivers; Curing Defaults. (a)The failure of either party to insist in any one or more instances upon the strict performance of any one or more of the obligations of this License, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future of the performance of such one or more obligations of this License or of the right to exercise such election,but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission. The receipt by City of the Fees with knowledge of breach by Licensee of any obligation of this License shall not be deemed a waiver of such breach. (b) If either party shall default in the performance of any of its obligations under this License,the other party,without thereby waiving such default,may (but shall not be obligated to)perform the same for the account and at the expense of the nonperforming party,without notice in a case of emergency, and in any other case only if such default continues after the cure period provided in this License. 22.Miscellaneous. (a)All understandings and agreements heretofore had between the parties are merged in this License which alone fully and completely expresses their agreement and which is entered into after full investigation,neither party relying upon any statement or representation not embodied in this License. (b)No agreement shall be effective to change or waive any provision of this License, in whole or in part, unless the same is in writing, refers expressly to this License and is signed by both parties. (c)This License shall bind and benefit the parties hereto and their respective successors and assigns. (d)Irrespective of the place of execution or performance,this License shall be governed by and construed in accordance with the laws of the State of California. If any provision of this License or the application thereof to any person or circumstance shall, for any reason and to any extent,be invalid or unenforceable,the remainder of this License and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law. The captions,headings and titles in this License are solely for convenience of reference and shall not affect its interpretation.Each covenant, agreement, obligation or other provision of this License on Licensee's part to be performed, shall be deemed and construed as a separate and independent covenant of Licensee, not dependent on any other provision of this License.All terms and words used in this License, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require. (e) This License may be executed in multiple counterparts, each of which shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. The invalidity of any portion of this License shall not have any effect on the balance hereof. This License shall be binding upon the parties hereto, as well as their successors, heirs, executors and assigns.Any signature to this License transmitted by facsimile or e-mail (in PDF or comparable format) shall be considered to have the same legal and binding effect as any original signature.Each party represents and warrants to the other that it is duly authorized to execute and deliver this License Agreement. (f)This License has been mutually negotiated and drafted and shall be construed neither for nor against City or Licensee but shall be construed without regard to any presumption or other rule of construction against a party causing a provision to be drafted, added or deleted. (g)The failure of City or Licensee to enforce any of the rights given to it under this License by reason of the violation of any of the covenants in this License to be performed by either party shall not be construed as a waiver of the rights of City or Licensee to exercise any such rights as to any subsequent violations of such covenants or as a waiver of any of the rights given to City or Licensee by reason of the violation of any of the covenants of this License. 23.Removal of Advertising Upon Termination. At the end of the Term or upon earlier termination of this License Agreement,Licensee shall remove from the Towers all equipment, signs, and other personal property placed by it on the Towers. The Licensee may leave any pre-agreed materials used on the Towers or otherwise agreed to by City,which the Licensee shall be entitled to leave on the Towers at the end of the Term. On the last day of the Term (or as soon thereafter as is reasonably practical), a duly authorized representative of the City and of Licensee shall together inspect the Towers to evaluate the state of the Towers.Licensee shall not be liable for any pre-existing condition; however,Licensee shall be liable for any damage occurring from its use of the Towers for the advertising. Licensee shall return the Towers to the condition in which they existed at the beginning of the Term. 24. Sublicensing or Assignment Prohibited. This License is personal to Licensee, and Licensee shall have no right to assign its rights hereunder or to sublicense this Agreement. 25.Attorneys'Fees. In the event of litigation or other proceeding brought to enforce this License Agreement, each party shall bear its own attorneys' fees and costs. The prevailing party will not be entitled to recover its attorneys' fees, costs, and expenses in connection with such litigation or other proceeding from the other party. IN WITNESS WHEREOF,the Parties have executed this License Agreement by and through their authorized officers on ,2024. LICENSEE: CITY: By: Print name: Mayor Its: ATTEST: By: Print name: Its: City Clerk REVIEWED AND APPROVED: APPROVED AS TO FORM: Acting City Manager City Attorney INITIATED AND APPROVED: Fire Chief APPENDIX C CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers' Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:Justin.Wessels@,surfcity-hb.org or Heather.Campbell@surfcity-hb.org Phone: 714-374-5378 or 714-536-5210.Fax: 714-536-5212. Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will he considered only under extraordinary circumstances. Contractors: My persons or entities who Minimum of Combined single limit As required by Include the contract with the City and/or provide services to $1,000,000 per bodily injury and the State of policy number the City which are readily available and occurrence for property damage. California,with and Additional efficiently procured by competitive bidding. bodily injury, Minimum of Statutory Limits Insured personal injury $1,000,000 per and Employer's Endorsement and property occurrence.Allows Liability Requirement Permittees: My persons or entities who make damages.Allows up to$5,000 Insurance with statement application to the City for any use of or up to$1,000 deductible. a limit of no below.(See Note encroachment upon any public street,waterway, deductible.(See (Additional Insured less than 3 below.) pier,or City property. Note I below.) Endorsement is always cry $1,000,000 per Vendors: My persons or entities who transfers required with General accident for Liability Ins.) property or goods to the City which may or may bodily injury or not involve delivery and/or installation. disease.(See Note 2 below.) Note 1 -Automobile Liability: The City of Huntington Beach, its officers,elected or appointed officials,employees,agents and volunteers must be named as certificate holder and as additional insured by separate attached endorsement.Permittees who do not use vehicles or equipment in connection with the permit shall not be required to provide auto insurance.To be exempt from this requirement,permittees must execute a declaration such as Exhibit 1 attached. Note 2-Workers'Compensation Exemption:If entity has no employees,a signed Declaration of Non-Employee Status form is required. Note 3 -Additional Insured Endorsement Requirements:The City,its officers,elected or appointed officials,employees,agents,and volunteers are to be covered as additional insureds by separate attached endorsement(s)as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor,premises owned,occupied or used by the contractor,or automobiles owned, leased or borrowed by the contractor.The coverage shall contain no special limitations on the scope of protection afforded to the City. HB Insurance Matrix revised 4-7-16(2).xlsx 1 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers'Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:christine.keen@surfcity-hb.org Phone: 714-374-5373 Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Design Professionals: Professional service Minimum of contractors who contract with the City and/or $1,000,000 per provide architectural and/or engineering services occurrence and to the City. in the Professional Services: Services that involve aggregate. Allows up to the exercise of professional discretion and $10,000 independent judgment based on an advanced or deductible. specialized knowledge,expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02. Services includes but are not limited to those services provided by appraisers, architects,attorneys,engineers,instructors, insurance advisors,physicians and other specialized consultants. Claims made policies are acceptable if the policy further provides that: 1)The policy retroactive date coincides with or precedes the professional services contractor's start of work(including subsequent policies purchased as renewals or replacements). 2)The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion,including the requirement of adding all additional insureds. 3)If insurance is terminated for any reason,professional services contractor agrees to purchase an extended reporting provision of at least two(2)years to report claims arising from work performed in connection with this agreement or permit. 4)The reporting of circumstances or incidents that might give rise to future claims. HB Insurance Matrix revised 4-7-16(2).xlsx 2 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Minimum Insurance Requirements Vendor Type Additional Automobile Professional Property Insured Liability General Liability Liability Insurance Workers' Comp Endorsements Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII.See Exhibits Al-4 for sample forms. Email:christine.keen@surfcity-hb.org Phone: 714-374-5373 Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Licensees/Lessees: Any persons or entities Combined single limit Full As required by Include the who contract with the City for the use of public bodily injury and replacement the State of policy number property. property damage. cost with no California,with and Additional Minimum of coinsurance Statutory Limits Insured $1,000,000 per penalty and Employer's Endorsement occurrence.Allows provision. Liability Requirement up to$5,000 Insurance with statement deductible. a limit of no below.(See Note (Additional Insurance less than 2) Endorsement is always $1,000,000 per required with General accident for Liability Ins.) bodily injury or disease. (See Note I below.) Note 1 -Workers'Compensation Exemption:If entity has no employees,a signed Declaration of Non-Employee Status form is required. Note 2-Additional Insured Endorsement Requirements:The City,its officers,elected or appointed officials,employees,agents,and volunteers are to be covered as additional insureds by separate attached endorsement(s)as respects liability arising out of action performed by or on behalf of the contractor, products and completed operations of the contractor,premises owned,occupied or used by the contractor,or automobiles owned, leased or borrowed by the contractor.The coverage shall contain no special limitations on the scope of protection afforded to the City. HB Insurance Matrix revised 4-7-16(2).xlsx 3 of 4 CITY OF HUNTINGTON BEACH INSURANCE REQUIREMENTS Huntington Beach City Council Resolution No.2008-63 requires submittal of certificates of insurance evidencing the following minimum limits with a California admitted carrier with a current A.M.Best's Rating of no less than A:VII. Any deductible other than those allowed in this matrix,self-insured retentions or similar forms of coverage limitations or modifications must be approved by the Risk Manager and City Attorney of the City of Huntington Beach. NOTE: Waivers and/or modifications are discouraged and will be considered only under extraordinary circumstances. Vendor Type Minimum Insurance Requirements Professional Liability Design Professionals: Professional service contractors who Minimum of$1,000,000 per occurrence and in contract with the City and/or provide architectural and/or the aggregate.Allows up to$10,000 deductible. engineering services to the City. Professional Services: Services that involve the exercise of professional discretion and independent judgment based on an advanced or specialized knowledge,expertise or training gained by formal studies or experience or services which are not readily or efficiently procured by competitive bidding pursuant to HB Muni Code 3.02.Services includes but is not limited to those services provided by appraisers,architects,attorneys,engineers,instructors, insurance advisors,physicians and other specialized consultants. Claims made policies are acceptable if the policy further provides that: 1)The policy retroactive date coincides with or precedes the professional services contractor's start of work (including subsequent policies purchased as renewals or replacements). 2)The professional services contractor will make every effort to maintain similar insurance during the required extended period of coverage following project completion,including the requirement of adding all additional insureds. 3)If insurance is terminated for any reason,professional services contractor agrees to purchase an extended reporting provision of at least two(2)years to report claims arising from work performed in connection with this agreement or permit. 4)The reporting of circumstances or incidents that might give rise to future claims. HB Insurance Matrix revised 4-7-16(2).xlsx 4 of 4 Request for Proposal (RFP) Response Submitted by: Rio Media and Advertising Inc: Website: www.riomediainc.com Address: 101 Main Street, Suite 230, Huntington Beach, CA 92648 Cover Letter November 26, 2024 City of Huntington Beach Huntington Beach Fire Department Marine Safety Division Dear Selection Committee, We are excited to submit our proposal for the management and operation of advertisements on the City of Huntington Beach's lifeguard towers.For over 22 years,Rio Media and Advertising Inc. has been delivering creative and impactful advertising solutions,partnering with some of the most recognizable brands, including The Irvine Company, Whole Foods,West Medical,Jack's Surf Shop, Chapman Global Hospital,LoanMart,Procter& Gamble, California Fish Grill, Nissan,Kia, Toyota,Ford,Honda, Just Auto Insurance,LifeSource Water Systems,Literacy for All,Nanoknee,Network Capital,Newport Care, Orabell,Pinnacle Treatment Centers,Planet Beauty,Reborn Cabinets, Serve Pro, SolarMax, The Mortgage Exchange, Zero Res, and many more. As a locally owned and operated agency based on Main Street, overlooking the iconic Huntington Beach Pier,we are proud to call Huntington Beach our home since 2007. Beyond business, our owners have been actively involved in the community, serving six years as a member of the Pacific Coast Chapter of National Charity League and currently as a member of Huntington Beach's National League of Young Men. This strong foundation of community engagement underscores our commitment to maintaining the charm and values of Huntington Beach. We bring a wealth of expertise in outdoor and experiential advertising, and our strong community ties position us as a trusted partner to help the City maximize revenue while preserving the integrity and beauty of its lifeguard towers. Thank you for considering our proposal. We look forward to the opportunity to collaborate and deliver outstanding results. Sincerely, Tommy Iorio Owner, Rio Media and Advertising Inc. (818) 605-0945 tommy@riomediainc.com Background and Project Summary Understanding of the Project The City of Huntington Beach's lifeguard towers present a unique opportunity for tasteful advertising that aligns with the community's values. By partnering with reputable brands,the City can generate sustainable revenue through well-managed public-private partnerships. Rio Media understands the need to balance aesthetics, compliance with California Coastal Commission regulations, and effective revenue generation strategies. Annual Revenue Projections We propose a tiered pricing structure based on the popularity and visibility of lifeguard towers to optimize revenue potential. Tier Towers Included Projected Revenue(Annual) Vendor Share City Share Tier 1 High-traffic towers $500,000 30% 70% Tier 2 Medium-traffic towers $300,000 30% 70% Tier 3 Low-traffic towers $200,000 30% 70% Projected Payment Schedule: Quarterly payments to the City, accompanied by comprehensive revenue reports. Methodology Implementation Plan 1. Assessment&Inventory: Conduct an in-depth analysis of all lifeguard towers to identify the most effective advertising locations. 2. Sales Strategy: Leverage a dedicated sales team to secure partnerships with family- friendly, eco-conscious brands that align with the Huntington Beach community. 3. Design &Installation: Utilize weather-resistant materials to create visually appealing and durable advertisements, ensuring compliance with all applicable regulations. 4. Maintenance: Perform monthly maintenance, graffiti removal, and cleaning to maintain the professional appearance of all advertisements and towers. 5. Reporting& Transparency: Provide detailed quarterly financial and maintenance reports to the City to ensure accountability. r Staffing Key Personnel • Tommy Iorio (Project Lead): 24 years of advertising experience,with a focus on outdoor and community-centered campaigns and long term customer relationships with • well-known brands in Southern California. • Debbie Iorio (Project Lead): 24 years of advertising experience,with a focus on maximizing revenue potential and project management. • Christian Bang (Creative Director): Skilled in creating impactful, visually stunning ad designs tailored to unique environments. • Sylvia Kalaydjian (Media Buyer): Over a decade of experience in skillfully allocating advertising budgets across various media channels to maximize visibility, reach the target audience effectively, and achieve optimal return on investment. • Armand Acuna(Sales Lead): Proven success in developing partnerships with regional and national brands. • Qualifications Relevant Experience • Over two decades of outdoor advertising experience, including managing campaigns for high-profile clients such as West Medical, The Irvine Company and Procter& Gamble. • Expertise in balancing community-focused advertising with strong revenue generation. • Demonstrated success working with Southern California agencies and brands to create meaningful, lasting partnerships. Community Involvement Our owner's six-year membership in the Pacific Coast Chapter of National Charity League and current membership in Huntington Beach's National League of Young Men reflect our deep ties to the Huntington Beach community. These roles have fostered leadership and a commitment to' serving the city we call home. References 1. West Medical: Multi-channel advertising campaigns for Southern California markets. 2. The Irvine Company: Regional outdoor and digital campaigns that drove measurable results. 3. Reborn Cabinets: Creative ad campaigns tailored to homeowners. Projected Schedule • Phase 1 (January 2025): Conduct initial tower assessments and develop an ad placement strategy. • Phase 2 (February-March 2025): Execute sales outreach and finalize ad contracts. • Phase 3 (April 2025): Install ads and officially launch the program. • Ongoing: Provide quarterly maintenance, reporting, and program optimization. Cost and Revenue Proposal Maintenance Inclusions • Bi-annual power washing and cleaning of all towers. • Immediate graffiti removal within 48 hours. • 24-hour emergency repair response to ensure professional appearance. • Quarterly ad condition assessments with any necessary replacements or updates. References of Work Performed Form Name of Reference: Vince Nardo(Owner of Reborn Cabinets) Company Name: Reborn Cabinets Email: vnardo@reborncabinets.com Phone: 714-812-5018 Dates of Business: 2013 to current Name of Reference: Dr.Hooman Shabatian(Owner of West Medical) Company Name: West Medical Email: H@westmedical.com Phone: 310-927-2704 Dates of Business: 2015 to current Name of Reference: Kristine Everly Smith Company Name: Irvine Company Email: kristineconsulting@gmail.com Phone: 714-240-4395 Dates of Business: 2017-2019 Name of Reference: Austin Ferro(Owner of Nanoknee) Company Name: Nanoknee Email: aferro@bonejointcenter.com Phone: 805-714-8984 Dates of Business: 2018 to current Name of Reference: Carla Strickland(President of Huntington Beach Republican Women) Company Name: Huntington Beach Republican Women Email: Phone: 714-316-3207 Dates of Business: 2024 Name of Reference: Osama Shehadeh(Owner of Jacks Surf Shop) Company Name: Jack's Surf Shop Email: osameh78@yahoo.com Phone: 714-717-8528 Dates of Business: 2014 to current REQUEST FOR PROPOSAL VENDOR APPLICATION FORM TYPE OF APPLICANT: 0 NEW ❑ CURRENT VENDOR Legal Contractual Name of Corporation: Rio Media & Advertising Contact Person for Agreement: Thomas Iori0 Corporate Mailing Address: 101 Main Street, Suite 230 City, State and Zip Code: Huntington Beach, CA 92649 E-Mail Address: tommy@riomediainc.com Phone: 818-605-0945 Fax: 323=435-0553 Contact Person for Proposals: Deborah lOrlO Title:CFO E-Mail Address: debbie@riomediainc.com Business Telephone: 714-794-9735 Business Fax: 323-435-0553 Year Business was Established: Is your business: (check one) ❑ NON PROFIT CORPORATION 0 FOR PROFIT CORPORATION Is your business: (check one) O CORPORATION ❑ LIMITED LIABILITY PARTNERSHIP ❑ INDIVIDUAL ❑ SOLE PROPRIETORSHIP ❑ PARTNERSHIP ❑ UNINCORPORATED ASSOCIATION 1 of 2 Names &Titles of Corporate Board Members (Also list Names &Titles of persons with written authorization/resolution to sign contracts) Names Title Phone Thomas lorio CEO 818-605-0945 Deborah lorio CFO 818-605-0944 Federal Tax Identification Number: 73-1634245 City of Huntington Beach Business License Number: A278206 (If none,you must obtain a Huntington Beach Business License upon award of contract.) City of Huntington Beach Business License Expiration Date: 1 0/31 125 2 of 2 I \k --. ACt7RD® DATE(MM/DDlYYYY) R ® CERTIFICATE OF LIABILITY INSURANCE 0510212025 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). CONTACT PAULA PRODUCER NAME: - - SfateFarm MICHAEL B COHEN PHONE 949-855-9677 FAX No); 949.855-4354 INC.No.EMI: ry GO 25212 MARGUERITE PKWY,STE 130 E-MAIL paula@michaelbcohen.net ADDRESS: MISSION VIEJO,CA 92692 INSURER(S)AFFORDING COVERAGE NAIC R INSURER; State Farm General Insurance Company 25151 INSURED INSURER B El RIO MEDIA&ADVERTISING,INC.DBA RIO MEDIA INSURER C: ADVERTISING AGENCY INSURER D: EJ 101 MAIN ST,STE 230 INSURERE: El HUNTINGTON BEACH,CA 92648-8127 INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO INDICATED.CNOTTWITHSTANDING ANY IREQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WIDTH RESPECTPOLICYVE FOR THE 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 ADM SUM POLICY EFF POLICY EXP LIMITS LTR TYPE OF INSURANCE INSO yyyp POLICY NUMBER IMMIDD!YYYY) (MMlODIYYYYI X COMMERCIAL GENERAL LIABILITY _EACH OCCURRENCE $ 1,000,000 �/ -DAMAGE TO RENTED 1,000,000 CLAIMS-MADE [X1 OCCUR PREMISES(Ea occurrence) E MED EXP(My one person) $ 5,000 A Y 92-B8-M090-2 08/25/2024 08/25/2025 PERSONAL&ADV INJURY S 2,000,000 P _GENERAL AGGREGATE $ 2,000,000 — GE 'I_AGGREGATE LIMIT APrPLIES PER' 2,000,000 X POLICY I 1 Terl—] LOC PRODUCTS-COMP/OP AGG $ S OTHER: COMBINED SINGLE LIMIT $ 1,000,000 AUTOMOBILE LIABILITY Y 92-B8-M090-2 08/25/2024 08/25/2025 _(Ea annidenl) BODILY INJURY(Per person) I. ANY AUTO A OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS DAMAGE $ HIRED >( NON-OWNED PROPERTY tl — - -- AUTOS ONLY f AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAR CLAIMS-MADE AGGREGATE S _, S DED RETENTIONS - , WORKERS COMPENSATION PERTUTE ERH AND EMPLOYERS'LIABILITY Y/N E.L.EACH ACCIDENT $ ANY PROPRIETOR/PARTNER/EXECUTIVE N I A , OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $ (Mandatory In NH) i If yes,describe under E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS below _ , 1 • DESCRIPTION OF OPERATIONS(LOCATIONS I VEHICLES (AGGRO 1Qt,Additional Remarks Schedule,may be attache/dPHO`if tt-U irrrPqu1r�l)FOF(tdI ADDITIONAL INSURED: CITY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EM LO ;AGENTS,AND VOLUNTEERS DV_ -- ;iICl IACL !•VSU CITY tiTfLDtt'i�EY I_IOTTA CIT' OF HUNTING t ON BEACH CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE I THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INSURED: CITY OF HUNTINGTON BEACH AUTHORIZED REPRESENTATIVE 2000 MAIN STREET ( �} — HUNTINGTON BEACH,CA 92648 I C11-C. ti�- • 0(�`(�t�f ATTN:RISK MANAGEMENT/FIRE DEPT. I ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1001486 132848.13 44.22-2020 • ACORCP CERTIFICATE OF LIABILITY INSURANCE DATE(MM1DDIYYYY) `..----- 05/05/2025 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(lIes)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 - NAME CT Automatic Data Processing Insurance Agency,Inc. Automatic Data Processing Insurance Agency,Inc. PHONE Exg: 1-800-524-7024 FAX No): E-MAIL . _ADDRESS:A 1 Adp.Boulevard INSURER(S)AFFORDING COVERAGE NAIC 0 - Roseland . • NJ 07068 . INSURER A:.Hartford Casualty Insurance Company - . 29424 INSURED Rio Media&Advertising .INSURER B: .- . _ • INSURERC: 101 Mein St Ste 230 . INSURER D: , INSURER E: Huntington Beac CA 92648 INSURER F: . COVERAGES CERTIFICATE NUMBER: 4293816 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 - ADM SUER . POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (MMIDDA'YYY) (MMIDD/YYYY) -LIMITS COMMERCIAL GENERAL LIABILITY ' EACH OCCURRENCE' $ . RENTD CLAIMS-MADE OCCUR PREMS SO(Eaoccurrence) $ - MED EXP(Any one person) S . _ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE. ' $ • POLICY n ilE& LOC PRODUCTS-COMPIOPAGG $ OTHER $ AUTOMOBILE LIABILITY • ' '. - ' COMBINED SINGLE LIMIT . $ , - (Ea accident) . ANY AUTO BODILY INJURY(Per person) $ ' OWNED SCHEDULED BODILY INJURY(Per accident) $ • AUTOS ONLY AUTOS — HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY _ AUTOS ONLY " , ' . (Per accident) ' $ UMBRELLA LIAB _OCCUR , , EACH OCCURRENCE . $ ' EXCESS LIAB CLAIMS-MADE • AGGREGATE $ ' DEO RETENTIONS $ WORKERS COMPENSATION • -XI PSERRTiJTE 0TH- AND EMPLOYERS'LIABILITY _ ER ANY PROPRIETORIPARTNERIEXECUTIVE YIN E.L.EACH ACCIDENT _$ 1,000,000 A OFFICEWMEMBER EXCLUDED? �N NIA N 76WEGZ13950 03/17/2025 03/17/2026 1,000,000 (Mandatory in NH) _ E L.DISEASE-EA EMPLOYEE $. If Yes,describe under ' - DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,AdditIonal Remarks Schedule,may be.attached IT more space is required) . 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 St AUTHORIZED REPRESENTATIVE ' Huntington Beach CA 92648 . �Ls,,..�)><.14».:. ' • i , • 01988-2015.ACORD,CORPORATION. All,rtghts reserved. ACORD 25(2016103) ' . The ACORD name and logo areregistered marks of ACORD . BM Policy No. 92 B8M090 2 05D3—FA64 CMP-4786.1 Page 1 of 2 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CMP-4786.1 ADDITIONAL INSURED —OWNERS, LESSEES, OR CONTRACTORS (Scheduled) This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 B8M090 2 Named Insured: RIO MEDIA & ADVERTISING INC DBA RIO MEDIA ADVERTISING AGENCY Name And Address Of Additional Insured Person Or Organization: CITY OF HUNTINGTON BEACH, ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,AGENTS,AND VOLUNTEERS ATTN: RISK MANAGEMENT/FIRE DEPARTMENT 2000 MAIN STREET HUNTINGTON BEACH,CA 92648 1. SECTION II — WHO IS AN INSURED of b. If coverage provided to the additional in- SECTION II — LIABILITY is amended to in- sured is required by a contract or agree- elude, as an additional insured, any person or ment, the insurance provided to the organization shown in the Schedule, but only additional insured will not be broader than with respect to liability for "bodily injury", that which you are required by the contract "property damage", or"personal and adverbs- or agreement to provide for such addition- ing injury" caused, in whole or in part, by: al insured; and a. Ongoing Operations c. If the contract or agreement between you (1) Your acts or omissions; or and the additional insured is governed by (2) The acts or omissions of those acting California Civil Code Section 2782 or on your behalf; 2782.05, the insurance provided to the additional insured is the lesser of that in the performance of your ongoing opera- which: tions for that additional insured; or Products—Completed Operations (1) Is allowed for the satisfaction of a de- b. p P fense or indemnity obligation by Cali- "Your work" performed for that additional fornia Civil Code Section 2782 or insured and included in the "products- 2782.05 for your sole liability; or completed operations hazard". (2) You are required by contract or However, Paragraph 1. above is subject to the agreement to provide for such addi- following: tional insured. a. The insurance afforded to the additional We have no duty to defend or indemnify the insured only applies to the extent permit- additional insured under this endorsement un- ted by law; til a claim or"suit" is tendered to us. O,Copyright,State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office,Inc.,with Its permission. CONTINUED CMP-4786r1 Page 2:of 2 2. Any insurance. provided to the additional in- (3) The, nature :and location of any injury , sured shall only apply with respect to a claim or damage arising out of:the "occur made or a "suit" brought for damages 'for rence"or offense; which you are provided coverage. b. Tender.the.defense and indemnity of any 3.. With respect to the insurance afforded to the claim:or "suit" to us and to all other insur- additional insured, the following is added to ers who may have insurance potentially: SECTION II-LIMITS OF INSURANCE: available to the additional insured;and • If coverage provided to the additional insured c. Agree to make available any other insur- is required by contract or agreement,the most ance the additional insured has: for de- we will pay on,behalf of the additional insured fense or damages for which we would will be the lesser of the amount of insurance: provide coverage under SECTION II - a Required by the contract or agreement;or LIABILITY: b. Available under the applicable Limits Of 5. With.respect to the insurance afforded the ad- Insurance shown in the Declarations. ditional insured, the following replaces.SEC- TION II -LIABILITY of Paragraph 7. Other This endorsement shall not increase the .ap- Insurance'of SECTION LAND.SECTION II plicable Limits Of Insurance shown in the COMMON POLICY CONDITIONS: Declarations. a. This insurance is primary to and will not 4. With'respect to the insurance afforded to the seek contribution from any other insurance additional insured, the following is added to. available to the additional insured;provided Paragraph 3. Duties In The Event Of Occur- that the additional insured is.-a named in= rence, Offense, Claim Or Suit of SECTION sured under such other insurance. II-GENERAL CONDITIONS: b. Regardless ,of any agreement between The.additional insured must you and the additional insured, this insur- ance is excess over any other insurance a. See to:it that we are notified as soon as whether-primary,.excess, contingent'or on practicable of an "occurrence" or an of- any other. basis for which the additional in- fence which may result in a claim. To the 'sured'has been added as an additional in extent possible, notice should include: sured on other policies, (I) How, when :and where the "occur- There will be no refund of premium in the event rence"or offense took place; . this endorsement is cancelled. (2) The' names.and addresses of any in- jured persons and witnesses; and All other policyprovisions apply. CMP-4786.1 1007033 148011 08-21-2014 ®,Copyright.State Farm Mutual Automobile Insurance Company,2013 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. • BM Policy No. 92 B8M090 2. 05D3—FA64 C o Pagee 1 of 7 f 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY CMP-4787 WAIVER OF TRANSFER OF RIGHTS OR RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: BUSINESSOWNERS COVERAGE FORM SCHEDULE Policy Number: 92 B8M090 2 Named Insured: RIO MEDIA & ADVERTISING INC DBA RIO MEDIA ADVERTISING AGENCY Name And Address Of Person Or Organization: CITY OF HUNTINGTON BEACH, ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS, EMPLOYEES,AGENTS,AND VOLUNTEERS ATTN: RISK. MANAGEMENT/FIRE DEPARTMENT 2000. MAIN STREET HUNTINGTON BEACH,CA 92648 The following is added to Paragraph 10.b. of SECTION I AND SECTION II — COMMON POLICY CONDITIONS: We waive any right of recovery we may have against the person or organization shown in the Schedule because of payments we make for injury or damage arising out of: a. •Your ongoing operations; or. b. "Your work" done under contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule. All other policy provisions apply. CMP-4787 1006225 137715.1 11-19-2013 ®,Copyright,State Farm Mutual Automobile Insurance Company,2008 Includes copyrighted material of Insurance Services Office,Inc.,with its permission. /010iIiNGTo CITY OF ( 4 \ HUNTINGTON BEACH �LGFF4�o�9' Lisa Lane Barnes I City Clerk May 14, 2025 Rio Media &Advertising, Inc. Attn: Thomas lorio 101 Main Street, Suite 230 Huntington Beach, CA 92648 Dear Mr. Iorio: Attached for your records is an executed copy of the Lifeguard Tower Advertising License Agreement By and Between the City of Huntington Beach and Rio Media and Advertising Inc., approved by the Huntington Beach City Council on May 6, 2025. Sincerely, 14:44/7 *AK Lisa Lane Barnes City Clerk LLB:ds • Enclosure Office: (714)536—5405 I 2000 Main Street, Huntington Beach, CA 92648 I www.huntingtonbeachca.gov From: Murchison Consulting To: 5uoolementalcomm(asurfcity-hb.org Subject: Fwd:council agenda item 15 for May 6th Date: Friday,May 2,2025 4:13:18 PM Attachments: NB May 2025.docx You don't often get email from mike@murchisonconsulting.net. earn why this is important Mayor and City Council members: Please find attached letter for your consideration, in response to staffs award to Rio Media. Mike Murchison, Representing Interstate Outdoor Advertising Best Regards, Mike Murchison - "Mike 24-7" Murchison Consulting Mike@murchisonconsulting.net www.murchisonconsulting.net 562-884-3009 SUPPLEMENTAL COMMUNICATION 5/6/25 Meeting Date: Agenda Item No. 15 (25-335) May 2, 2025 Dear Mayor and Council Members, Re: Lifeguard Tower Advertising RFP-Agenda Item 15 Interstate Outdoor Advertising vs. Rio Media Opportunity: The City of Huntington Beach has a unique opportunity to generate thousands of dollars of revenue from lifeguard tower advertising. Interstate Outdoor Advertising responded to an RFP in January 2025. The guaranteed amount to be paid to Huntington Beach by Interstate Outdoor Advertising is a minimum of$40,000 based on estimated revenue generated by 22 lifeguard towers. Rio Media has a guarantee of$0 to the city. Background: In November 2023, Interstate Outdoor Advertising approached Huntington Beach with the idea of advertising on lifeguard towers, based on the success they have had in Los Angeles County. In February 2025,the City of Huntington Beach issued an RFP, in which two firms responded. The City of Huntington Beach staff ranked the firms written proposals as follows: Interstate Outdoor Advertising: 1082.50 points Rio Media: 990 points. City staff proceeded to hold oral interviews with each firm. No oral scores were published. On March 12, 2025, Rio Media was notified of the City's intent to award them the RFP. Final findings to warrant awarding the project to Interstate Outdoor Advertising: • Interstate Outdoor Advertising will guarantee a minimum of$40,000 annually. Rio Media's guarantee is$0. • Interstate Outdoor Advertising currently has advertising on 125 lifeguard towers in LA County in which they guarantee 50%of the revenue back to the county. (They generate$500,000 annually, of which they pay$250,000 back to LA County Fire). • Interstate Outdoor Advertising was ranked 92 points higher than Rio Media. • Interstate Outdoor Advertising is the only company with successful results in California for this type of project. • Interstate Outdoor Advertising has California Coastal Commission experience which is required to gain approval for this project. (Rio Media does not). Concerns regarding the award to Rio Media: • Annual Revenue o Rio Media made a written assertion that they would generate$1 M in annual revenue and "give 70%"of that to the city. There was NO documentation or facts to justify that amount of revenue. o With 22 towers,there is no feasible way they could generate$1,000,000 in revenue. Interstate Outdoor Advertising has experience in lifeguard tower revenue (with125 towers in LA,they generate$500,000 annually). • Minimum annual guarantee to HB o There is no annual minimum guarantee by Rio Media in their written proposal to Huntington Beach,yet Interstate Outdoor Advertising has a written commitment for a minimum of$40,000 annually. o Even after the notification of the award, and at the urging of city staff, Rio Media has declined to offer a minimum guarantee, as indicated by city staff's agenda item report. • Rio Media has NO experience in lifeguard tower advertising or municipal advertising concessions experience. • Coastal Commission approvals. o Rio Media has NO California Coastal Commission experience. Based on these facts, we strongly urge you to consider rejecting the award to Rio Media and awarding the project to Interstate Outdoor Advertising. At a minimum, the council should table this item set for May 6,for further discussion and review, once all the facts have been evaluated. If a company is not willing to offer a minimum guarantee, how confident are they in their own services, and how confident are you in their ability to perform. Thank you for your consideration. Mike Murchison, Representative for Interstate Outdoor Advertising From. Murcbeen50en0 0 Tea SUOMCMCOLMLOMMIDLULLI Subject. Re:Owed)mood.Ran 15 for Mry be, Data Mom*,May 5,202510:18:59 M1 You don't often get email from mike@murchisonconwaing.net 1=am:.•h•IN,o.moor ant Good Morning Donna, We missed two items for our supplemental communications for agenda item 15.So,we would like to add an addendum.Second,it is Mike Murchison not Murchi"n"son as listed on website,thank you Good Morning Mayor and Council members, There were two items we missed that we would like you to be aware of regarding agenda item 15. 1.In the first WHEREAS clause,second paragraph of the proposed advertising agreement between the City of Huntington Beach and Rio Media states"Licensee is engaged in the business of installing,selling,and placing advertising on various forms of signage media...Rio's response to the RFP says nothing about"installation experience"so the statement in the WHEREAS clause is FALSE. 2.Under paragraph 7-states that Rio will pay the City 70%of all revenues....It does not state when the payments will be made.Is the payment to be made annually or at the end of the 3 year term.The contract as written is materially defective and this agenda item should be tabled for a future date to clean up the contract at a minimum due to"payment to the City"being a material term. Best Regards, Mike Murchison-"Mike 24-7" Murchison Consulting Mike@murchisonconsulting.net www.murchisonconsulting.net 562-884-3009 On May 2,2025,at 4:55 PM,supplementalcomm@surfcity-hb.org wrote: Hi Mike, Your supplemental communication has been received and will be included in the record for the associated item. Sincerely, 410_ ,. , • Donna Switzer,CMC Senior Depviv Clty CIr1i City of Mununaton Mach,Cey CIRrk'.Omw W: 1714)374-1649 From:Murchison Consulting<miknrbmurrhisonconsuitina net, Sant:Friday,May 2,2025 4:10 PM To.suoolementalcnmmEsurfrity-hb ore Subject:Fwd:council agenda item 15 for May 6th You doer often mo email from nikoOmuo1usorcmndti49,net LrRn why This is important Mayor and City Council members: Please find attached letter for your consideration,in response to staffs award to Rio Media. Mike Murchison, Representing Interstate Outdoor Advertising Best Regards, Mike Murchison-"Mike 24-7" Murchison Consulting MikeCemurc hisonconau It ing,net www.murrhisonconculting net 562-88-3009 SUPPLEMENTAL COMMUNICATION Meeting Date: 5/6/2025 Agenda Item No. 15 (25-335)