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HomeMy WebLinkAboutAGMT - Clear Channel Outdoor Inc. and Amendment 1 and 2 (Bus Shelter Maintenance and Advertising) AMENDMENT NO. 2 BUS SHELTER MAINTENANCE AND ADVERTISING AGREEMENT between �F SEAL B'`�� o, I1%Qo /hgeNT' S ' City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Clear Channel Outdoor, LLC 19320 Harborgate Way Torrance, CA 90501 (310) 755-7234 This Amendment No. 2, dated December 9, 2024, amends that certain Agreement dated March 10, 2014, as previously amended by Amendment No. 1 dated July 27, 2020 ("Amendment No. 1"), and previously extended through and including January 1, 2024, by and between the City of Seal Beach ("City"), a California charter city, and Clear Channel Outdoor, LLC, ("Contractor"), a Delaware limited liability company, (collectively, "the Parties"). RECITALS A. City and Contractor are parties to the Agreement pursuant to which Contractor provides and maintains bus shelters at various designated bus stop locations throughout the City and pays City a portion of its advertising revenue from the bus shelters. B. The Agreement provides for an initial contract term of five years ("Initial Term"), and further provides that Contractor has the option to renew the Agreement for an additional five-years on the same terms and conditions, subject to 60-days' prior written notice by Contractor to City prior to the expiration of the Initial Term, and provided further that Contractor shall have no right to extend the Initial Term while in default. C. The Initial Term was previously extended, pursuant to Contractor's request, for an additional five-year term extending from January 1, 2019 through January 1, 2024 ("First Extension"), along with an increase in compensation due to City from Contractor in the amount of $45,000 for each year of the First Extension commencing January 1, 2019. D. As a result of the pandemic and the subsequent economic challenges, Contractor experienced significant reductions in its bus shelter advertising revenues. Pursuant to Amendment No. 1, City and Contractor previously amended the Agreement to defer the $22,500 payment due to City on July 31, 2020, and to waive the applicable late fee that Contractor would otherwise owe City for missing the July 31, 2020 payment so long as Contractor adheres to the deferred payment schedule. Since execution of Amendment No. 1, Contractor has remitted to City all amounts due for the deferred payments authorized by Amendment No. 1. E. Contractor has continued to experience significant reductions in its bus shelter advertising revenues due to the ongoing effects of economic challenges resulting from the pandemic, and therefore City and Contractor wish to amend the Agreement, by this Amendment No. 2, to: i) adjust the fee payable to the City; and ii) extend the term of the Agreement for an additional five-year term ("Second Extension"). AMENDMENT NO. 2 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Subsection 2.1 of Section 2.0 (Grant of License by City) is hereby amended in its entirety to read as follows: "2.1 City hereby grants Contractor, subject to the terms and conditions of the Agreement, a license to maintain and repair shelters at the locations depicted in Exhibit A. For each year of the Second Extension (as defined in Section 7), Contractor shall perform the services set forth in the Agreement as supplemented by those additional services set forth in Exhibit A-1, attached to Amendment No. 2 and incorporated therein by this reference as though fully set forth therein." Section 2. Section 3.1 (Fee Payable to City) of the Agreement, is hereby amended in its entirety to read as follows: "3.1. During each year of the each term of this Agreement (including any extension thereof pursuant to Section 7 of this Agreement), Contractor must pay City an annual fee equal to the greater of either. (1) 20% of the gross advertising revenue generated by the shelters for each of Years 1-10 (Initial Term and First Extension), and 25% of the gross advertising revenue generated by the shelters for each of Years 11-15 (Second Extension); or (2) the applicable Minimum Annual Guarantee set forth below: Portion of Effective Term Applicable Minimum Annual Guarantee Years 1-5 (Initial Term) $43,000.00 Years 6-10 (First Extension)* $45,000.00* Years 11-15 (Second Extension)* $15,000.00* *As applicable" Section 3. Section 7.0 (Term) of the Agreement, is hereby amended to read as follows: "7.0 Term This term of this Agreement shall commence as of January 1, 2014, and shall continue for a term of five (5) years ("Initial Term") unless previously terminated as provided by this Agreement. Contractor shall have the option to renew this Agreement for two (2) additional terms of five years each (which, if selected, will be referred to as the "First Extension" and "Second Extension"), upon the same terms and conditions as set forth in the Agreement, provided Contractor notifies City in writing of Contractor's intention to exercise its option at least 60 days prior to the expiration of the Initial Term or First Extension. Contractor shall have no right to extend the term while it is in default under this Agreement, unless the time allowed to cure such default has not yet passed. Section 3. Section 10.0 (Insurance) of the Agreement is hereby amended in its entirety to read as follows: "10.0 Insurance 10.1 Contractor must not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section. Contractor must furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to City. The certificates and endorsements for each insurance policy must be signed by a person authorized by that insurer to bind coverage on its behalf, and must be on forms provided by City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 10.2 Contractor must, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage must be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), and if Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents and other persons necessary or incidental to its operation are insureds; and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); (3) Workers' Compensation; and (4) Employer's Liability. Contractor must maintain limits no less than: (1) General Liability: with minimum limits of no less than $2,000,000 per occurrence and $4,000,000 aggregate, for bodily injury, personal injury and property damage; (2) Automobile Liability: $1,000,000 per accident combined single limit for bodily injury and property damage; (3) Workers' Compensation in the amount required by law; and (4) Employer's Liability with minimum limits of no less than $1,000,000 per accident and in the aggregate for bodily injury or disease. 10.3 The insurance policies must contain the following provisions, or Contractor must provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage must be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, must stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and must not be called upon to contribute with it; (4) for general liability insurance, that the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible. 10.4 All insurance required by this Section must contain standard separation of insureds provisions and must not contain any special limitations on the scope of protection afforded to the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. 10.5 Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 10.6 Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City and its elected and appointed officials, officers, employees, agents, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City; and shall require similar express written waivers from any subcontractor. 10.7 Contractor acknowledges and agrees that any actual or alleged failure on City's part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 10.8 If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City. 10.9 Procurement of insurance by Contractor shall not be construed as a limitation of Contractor's liability or as full performance of Contractor's duties under any provision of this Agreement. 10.10 No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. 10.11 Contractor shall require each of its subcontractors that perform any services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with subcontractors and others engaged in any services upon City's request. 10.12 Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies." Section 4. The address of Contractor in Subsection 11.3 of Section 11.0 (Representatives and Notices) is hereby amended to read as follows: "If to Contractor: Clear Channel Outdoor, LLC 19320 Harborgate Way Torrance, CA 90501 Attn: President - Southern California Division With a copy to: Clear Channel Outdoor, LLC 2325 E. Camelback Road, Suite 250 Phoenix, AZ 85016 Attn: Legal Department" Section 5. All references to the term "Agreement" throughout Sections 1.0 through 23.0, inclusive, of the Agreement are hereby modified to include the Agreement dated March 10, 2014, Amendment No. 1 dated July 27, 2020, letter extension approval dated January 1, 2019 (First Extension), and this Amendment No. 2, dated December 9, 2024, as if all of those terms are fully set forth therein. Section 6. Except as expressly modified or supplemented by this Amendment No. 2, all other provisions of the Agreement and Amendment No. 1 shall remain unaltered and in full force and effect. In the event of a conflict between the provisions of this Amendment No. 2, one the one hand, and the provisions of the Agreement or Amendment No. 1 on the other hand, the provisions of this Amendment No. 2 shall control. Section 7. The persons executing this Amendment No. 2 on behalf of Contractor each warrant that he or she is duly authorized to execute this Amendment No. 2 on behalf of said Party and that by his or her execution, Contractor is formally bound to the provisions of this Amendment No. 2. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed and attested by their proper officers thereunto: CITY OF SEAL BEACH CONTRACTOR: Clear Channel Outdoor, LLC., a Delaware limited liability company -!4d4.Wf 4.dge-"r By: Patrick Gallegos, By: Gr g McGrsthl(Nov 25,2 4 14:41 PST) Interim Sity Manager Greg McGrath, /mod-1,Q0AAIE� � . President,California Attest IN , _MO ' / T i � c f La-c4l2BrL By. \�I� /� A c (2\A:b. �`'=p$y: Gloria D. H. •:�, '-'�=-'Y.�gfR 2� '`�'. f Layne Lawson, Approved as to Form: ��111JN-�C�' Vice President (Please note, two signatures required for corporations pursuant to California By: Corporations Code Section 313 from Nicholas R. Ghirelli, City Attorney each of the following categories: (i) the chairperson of the board, the president or any vice president, and (ii) the secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) EXHIBIT A-1 BUS SHELTER REFURBISHMENT/REPAIR PROJECT & FURNITURE SURVEY BUS SHELTER REFURBISHMENT/REPAIR PROJECT • Existing bus shelter conditions will vary from location to location and will require different means to complete the full refurbishment process. • All parts and quality of work should be of high quality to ensure long duration of product, safety, and marketable condition. • All bus shelters shall be painted within six (6) months from the execution date of this amendment, weather permitting and subject to any potential delay in City's approval time. • All metal surfaces shall be sanded and painted. They shall also be inspected for any damage caused by the elements or salt air. Any damaged columns, beams, or other structural components shall be replaced. • The paint color for the structure shall receive prior approval from the City, such consent is not to be unreasonably conditioned, withheld, or delayed. • Contractor shall ensure the integrity of all fasteners and replace them with high- grade bolts, nuts, washers, and screws where needed. • Refurbish existing benches to a clean and functional condition. Any benches that are found to be irreparable shall be replaced with a new bench. • Anti-vagrant bars shall be installed on all benches. • All windscreens shall be removed. If necessary, the Contractor will install a non- structural cross-support. • New trash receptacles shall be installed at all locations. • If ad panel covers/doors are bent, dented or damaged beyond repair, Contractor shall install new doors and/or covers. • The Contractor shall ensure that all existing lighting systems (overhead lamps and ad boxes) are properly illuminated and will replace lamp housing as needed. • Contractor shall steam pressure wash the surrounding sidewalks and pads to remove all gum and stains where needed. • Ceiling panels shall be refurbished. If any panels are beyond repair, removal will be permitted. • Contractor shall be responsible for maintaining the shelters in "like new" condition throughout the life of the Contract, including refurbishing, reconditioning, and, if necessary, replacing benches and shelters as needed. • Contractor shall make routine inspections on each shelter and trash receptacles at least twice per week, or more often if conditions warrant. At each inspection, if needed, Contractor shall clean, wash and fumigate each shelter and surrounding area, as well as inspect lighting fixtures and replace defective lights, as needed. • Based on severity, Contractor shall respond to all maintenance and trash collection requests as soon as reasonably possible, but no later than (2) working days of written receipt from the City. V Clear Channel Outdoor Seal Beach_Furniture Survey&Refurbishment Recommendation_2024 Line Market Product Panel Status Site Code PANEL City Sales Address Street One Street Two 1IP 11tit.rde Longitude Shelter Bench Receptacle 1 LAX ISO, SALEABLE 801090 006500 Seal Beach Par Csl Hwy WS 100ft S/O 1st St F/S-2 PCH 1st 90740 33.748912896 -118.106062002 Paint unit;Ceiling panels-Oh(removal optional) Replace W/Anti- Instal new unit LAX ISO SALEABLE 801090 006599 Seal Beach Pac Cst Hwy WS 100ft S/O 1st St F/N-1 PCH 1st 90740 33.748912896 -118.106062002 vagrant option 2 LAX TSO SALEABLE 801176 006767 Seal Beach Pac Cst Hiay ES 100ft S/0 1st St F/S-1 PCH 1st 90740 33.749183377 -118.105748368 Paint unit;Ceiling panels-Ok(removal optional) Replace W/Anti- Install new unit LAX TSD SALEABLE 801176 006768 Seal Beach Pac Cst Hwy ES 100ft 5/0 1st St F/N-2 PCH 1st 90740 33.749183377 -118.105748368 vagrant option 3 LAX TSD SALEABLE 801182 006777 Seal Beach Pac Cst Hwy ES 100ft W0 Balboa Dr F/S-1 P01 Balboa 90740 33.743414E166 -118.100302901 Paint unit;Ceiling panels-Ok(removal optional);Remove reran wind screen Replace W/Anti- Install new unit LAX TSD SALEABLE 801182 00677E Seal Beach Pac Cst Hwy ES 100ft W0 Balboa Dr F/N-2 PCH Balboa 90740 33.743414866 -118.100302901 and install cross support(non-structural( vagrant option 4 LAX TSD SALEABLE 801179 006774 Seal Beach Pac Cst Hyw ES 100ft N/0 Boise An F/N-2 PCH Boise 90740 33.744715567 -118.10286751 Touch-up unit;Remove lexan wind screen and install cross support(non- Replace W/Anti- Install new unit LAX ISO SALEABLE 801179 036773 Seal Beach Pac Cst Myer ES 11019 N/0 Balsa Av F/S-1 PO4 Balsa 90740 33.744715567 -118.10286751 structural) vagrant option s LAX TSD SALEABLE 801178 006772 Seal Beach Pac Cst Hwy ES 100ft N/O Mar Vista Av F/N-2 PCH Mar Vista 90740 33.746912929 -118.105381439 Paint unit;Ceiling panels-Ok(removal optional);Overhead lamp housing-RR Replace W/Aoti- Install new unit LAX 15D SALEABLE 801178 006771 Seal Beach Pac Cst Noy ES 100ft WO Mar Vista Av F/S-1 PCH Mar Vista 90740 33.746912929 -118.105381439 vagrant option 6 LAX TSD SALEABLE 801168 006753 Seal Beach Pac Cst Hwy ES 100 t N/O Seal Beach Blvd F/S-1 PCH Seal Beach 90740 33.741229902 -118.095987141 Paint unit;Ceiling panels-Ok(removal optional) Replace W/Anti- Install new unit LAX TSD SALEABLE 80116E 006754 Seal Beach Pac Cst Hwy ES 100ft W0 Seal Beach Blvd F/N-2 PCH Seal Beach 90740 33.741229902 -118.095987141 vagrant option 7 LAX ISO SALEABLE 801185 006786 Seal Beach Seal Beach Blvd WS 100ft 5/0 Adolfo Lopez Or F/S-2 Seal Beach Adolfo Lopez 90740 33.752526 -118.087554 Paint unit;Ceiling panels-Ok(removal optional);Remove Won wind screen Replace W/Anil- Install new unit LAX TSD SALEABLE 801185 006785 Seal Beach Seal Beach Blvd WS 103ft S/0 Adolfo Lopez Dr F/N-I Seal Beach Adolfo Lopez 90740 33.752526 -118.087554 and Install cross-support(non-structural( vagrant option B LAX ISO SALEABLE 801170 006755 Seal Beach Seal Beach Blvd WS 100ft 5/0 Beverly Manor Rd F/N 1 Seal Beach Beverly Manor 90740 33.771577 118.077571 Paint unit;Ceiling panels-Ok(removal optional);Remove Wan wind screen Replace W/Anti- Install new unit LAX TSD SALEABLE 801170 006756 Seal Beach Seal Beach Blvd WS 100ft 5/0 Beverly Manor Rd F/5-2 Seal Beach Beverly Manor 90740 33.771577 -118.077571 and Install cross-support)non-structural( vagrant opted, 9 LAX TSD SALEABLE 007061 009696 Seal Beach Seal Beach ES 50ft N/O Balsa F/S-1 Seal Beach Balsa 90740 33.745340 -118.092104 Paint unit;Ceiling panels-Ok(removal optional) Install Anti-vagrant Install new unit LAX ISO SALEABLE 007081 009697 Seal Beach Seal Beach ES SOIL N/O Boise F/N-2 Seal Beach Boise 90740 33.745340 -118.092104 option 10 LAX T50 SALEABLE 801093 006604 Seal Beach Seal Beach Blvd WS 100ft 5/0 Bolsa Ay F/S-2 Seal Beach Boise 90740 33.744053 -118.093030 Paint unit,Ceiling panel-Ok(removal optional);Install cross-support(non- Replace W/Anti- Install new unit LAX TSD SALEABLE 801093 006603 Seal Beach Seal Beach Blvd WS 100ft 5/0 Boise As F/N 1 Seal Beach Boise 90740 33.744653 -118.093030 structural) vagrant option 11 LAX ISO SALEABLE 801173 006761 Seal Beach Seal Beach Bad WS 1001t 5/0 Bradbury Rd F/N-1 Seal Beach Bradbury 90740 33.787199946 -118.072154826 Paint unit;Ceiling panels-Ok(removal optional);Remove kw wind screen Replace W/Anti- Install new unit LAX ISO SALEABLE 801173 006762 Seal Beach Seal Beach Blvd WS 100ft 5/0 Bradbury Rd F/S-2 Seal Beach Bradbury 90740 33.787199946 -118.072154826 and Install cross-support)non-structural( vagrant option 12 LAX TSD SALEABLE 804223 008902 Seal Beach Seal Beach ES 100ft NM Electric F/N-2 Seal Beach Electric 90740 33.737703 -118.097706 Paint unit;Ceiling panels-Ok(removal optional) Replace W/Anti- Install new unit LAX TSO SALEABLE 804223 008901 Seal Beach Sea Beach ES 1001t W0 Electric F/S-1 Seal Beach Electric 90740 33.737703 -118.097706 vagrant option 13 LAX 150 SALEABLE 801186 006788 Seal Beach 12700 Seal Beach Blvd WS 100ft N/O Lam pson Av F/S-2 Seal Beach tampon 90740 33.778163884 -118.072269647 Paint unit;Ceiling panels-Ok(removal optional);Remove kxan wind screen Replace W/Anti- Install new unit LAX TSD SALEABLE 801186 006787 Seal Beach 12700 Seal Beach Bind WS 100ft W0 Lam pson Av F/N-1 Seal Beach lampson 90740 r 33.778163664 -118.072269647 and Install cross-support(non-structural) vagrant option 14 LAX ISO SALEABLE 801175 006766 Seal Beach Seal Beach Blvd ES 100ft N/0 Pas Cst Hwy F/N-2 Seal Beach PCH 90740 33.741143 -118.095063 Paint unit,Ceiling panel-Ok(removal optional);Install cross-support(non- Replace W/Anti- Install new unn LAX ISO SALEABLE 801175 006765 Seal Beach Seal Beach Blvd ES 100ft N/0 Pas Cst Hwy F/S-1 Seal Beach PCH 90740 33.741143 -118.095063 structural) vagrant option 13 LAX TSD SALEABLE 801174 006764 Seal Beach Seal Beach Blvd ES 100ft N/O Road C F/N-2 Seal Beach Road C 90740 33.757755 -118.081744 Paint unit;Ceiling panels-Ok(removal optional);Remove Wan wind screen Replace IN/Anti- Install new unit LAX TSD SALEABLE 801174 006763 Seal Beach Seal Beach Blvd ES 100ft N/O Road C F/S-1 Seal Beach Road C 90740 33.757755 -118.0111744 and Install cross-support(non-structural) vagrant option 16 LAX TSD SALEABLE 801172 006759 Seal Beach 2201 Seal Beach Blvd WS 100ft S/0 Rockwell Ent F/N-1 Seal Beach Rockwell Ent 90740 33.756017 -118.084954 Paint unit,Ceiling panel-Ok(removal optional);Install cross-support(non- Replace W/Anti- Install new unit LAX TSD SALEABLE 801172 006760 Seal Beach 2201 Seal Beach Blvd WS 100ft 5/0 Rockwell Ent F/S-2 Seal Beach Rockwell Ent 90740 33.756017 -118.084954 structural) vagrant option 17 LAX TSD SALEABLE 801091 006501 Seal Beach Seal Beach Blvd WS 100ft S/O Rossmoor Center Way F/N-1 Seal Beach Rossmoor ante. 90740 33.784193524 -118.072171732 Paint unit;Ceiling panels-Ok(removal optional) Replace W/Anti- Install new unit LAX TSD SALEABLE 801091 006602 Seal Beach Seal Beach Blvd WS 100ft 5/0 Rossmoor Center Way F/S-2 Seal Beach Rossmoor Center 90740 33.784193524 -118.072171732 vagrart option la LAX TSD SALEABLE 801184 006784 Seal Beach Seal Beach Blvd WS 100ft 5/0 St Andrews Dr F/S-2 Seal Beach St Andrews 90740 33.762040 118.0771151 Paint unit,Ceiling panel-Ok(removal optional);Install cross-support(non- Replace W/Anti- Install new unit LAX TSD SALEABLE 801184 006783 Seal Beach Seal Beach Blvd WS 100ft 5/0 St Andrews Dr F/N-1 Seal Beach St Andrews 90740 33.762040 -118.077851 structural) vagrant option 19 LAX TSD SALEABLE 801189 006794 Seal Beach Seal Beach Blvd WS 100ft N/O St Cloud Dr F/S-2 Seal Beach St Cloud 90740 33.781706 -118.072192 Paint unit,Ceiling panels-Ok(removal optional),Remove reran wind screen Replace W/Anti- Install new unit LAX TSD SALEABLE 801189 006793 Seal Beach Seal Beach Blvd WS 100f1 N/0 St Cloud Dr FM-1 Seal Beach St Cloud 90740 33.781706 -118.072192 and Install cross-support(non-structural) vagrant option 20 LAX TSD SALEABLE 804625 008953 Seal Beach Seal Beach Blvd ES 100h N/O St Cloud F/S-1 Seal Beach St Cloud 90740 33.780781008 -118.071794931 Paint no;Ceiling panels-Ok(removal optional) Replace W/Anti- Install new unit LAX TSD SALEABLE 804625 008954 Seal Beach Seal Beach Blvd ES 100ft N/0 St Cloud F/N 2 Seal Beach St Cloud 90740 33.780781038 -118.071794931 vagrant option 21 LAX ISO SALEABLE 801372 007143 Seal Beach Westminster SS 100ft E/O Seal Beach F/E-2 Westminster Seal Beach 90740 33.759412 -118.074635 Paint unit;Ceiling panels-Ok(removal optional) Replace W/Anti- Install new unit LAX TSD SALEABLE 801372 007142 Seal Beach Westminster SS 100ft E/0 Seal Beach F/W-1 Westminster Seal Beach 90740 33.759412 -118.074635 vagrant option — u LAX TSD SALEABLE 801181 006776 Seal Beach 2900 Westminster BIv0 55 1ft W/O Seal Beach f/E-2 Westminster Seal Beach 90740 33.759432 -118.080521 Paint unit;Ceiling panels-Ok(removal optional);Replace front-right Replace W/Anti- Install new unit upright;Remove lexan wind screen and Install cross-support(non-structural)vagrant option LAX ISO SALEABLE 801181 006775 Seal Beach 2900 Westminster BND SS lit W/O Seal Beach F/W-1 Westminster Seal Beach 90740 33.759432 -118.080521 �� DATE(MM/DD/YYYY) i?n CERTIFICATE OF LIABILITY INSURANCE 12/17/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH USA LLC NAME: Cathy Crown PHOE 4400 Comenca Bank Center (A/c,o,Ext: (210)691.4173 (A�iC,No): (210)737 3584 1717 Main Street E-MAIL Dallas,TX 75201 ADDRESS: Cathy.Crown@marSh.Com INSURER(S)AFFORDING COVERAGE NAIC I CN101851261-GAWU-GAWU-24-25 INSURER A: National Union Fire Ins Co Pittsburgh PA 19445 INSURED Clear Channel Outdoor,LLC INSURER B: AIU Insurance Company 19399 &its subsidiaries INSURER C: ACE Property&Casualty Insurance Company 20699 4830 North Loop 1604 W,#111 INSURER D: N/A N/A San Antonio,TX 78249 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: HOU-004161540-01 REVISION NUMBER: 3 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLX:YNUMBER (MM/DD/YYYY) IMM/DDIYYYYI A X COMMERCIAL GENERAL LIABILITY GL6547077 03/31/2024 03/31/2025 EACH OCCURRENCE $ 1,000,000 MAGE TO I CLAIMS-MADF. X OCCUR PREMISES(EaENTED occurrence) $ _ 1,000,000 MED EXP(My one person) $ Excluded _ PERSONAL&ADV INJURY S 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ _ 2,030,000 POLICY JET X LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: $ A AUTOMOBILE LIABILITY CA7030897(AOS) 03/31/2024 03/31/2025 COMBINED SINGLE LIMIT $ 1000000 (Ea accident) A x ANY AUTO CA7030899(MA) 03/31/2024 103/31/2025 BODILY INJURY(Per person) S X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ X AUTOS ONLY X AUTOS ONLY (Per accident) $ C X UMBRELLA LIAR X OCCUR XEUG71504724 006 03/31/2024 03/31/2025 EACH OCCURRENCE _S 1,000,000 EXCESS LIAR CLAIMS-MADE AGGREGATE 5 1,000,000 DED I I RETENTIONS $ B WORKERS COMPENSATION WCO20396013(Califomia) 03/31/2024 03/31/2025 X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER B ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N WCO20396014(Wiscansin) 03/31/2024 03/31/2025 E.L.EACH ACCIDENT $ 1,000,E R/OFFICEMEMBEREXCLUDED? N N/A (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under Continued Co Next Page1,000,000 DESCRIPTION OF OPERATIONS below a9 E.L.DISEASE-POLICY LIMIT $ I DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Re:ORC-SEB1,Seal Beach Shelters,City of Seal Beach shelters,5 year extention. The certificate holder is included as an additional insured for General Liability and Auto Liability,but only to the extent of liability assumed by the Named Insured under written contract.Workers Compensation coverage is evidenced for employees of the Named Insured only.This insurance is primary and non-contributory,but only with respect to liability that arises out of the acts or omissions of the Named Insured;or,to the extent of the liability assumed by the Named Insured under written contract. CERTIFICATE HOLDER CANCELLATION City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Attn:Sean Sabo THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 211 8th street ACCORDANCE WITH THE POLICY PROVISIONS. Seal Beach,CA 90740 AUTHORIZED REPRESENTATIVE WYazo,! Zf-Sv4(.-L"—..e? ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101851261 LOC#: San Antonio AC R ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA LLC. Clear Channel Outdoor,LLC 8 its subsidiaries POLICY NUMBER 4830 North Loop 1604 W,#111 San Antonio,TX 78249 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers'Compensation Continued: Policy Number WCO20396012 Arizona(AZ),Colorado(CO),Delaware(DE),Georgia(GA),Illinois(IL),Indiana(IN),Kentucky(KY),Maryland(MD),Michigan(MI),Minnesota(MN),Nebraska(NE),New Mexico (NM),Nevada(NV),New Hampshire(NH),New Jersey(NJ),New York(NY),North Carolina(NC),Oregon(OR),Pennsylvania(PA),South Carolina(SC),Tennessee(TN),Texas (TX),Virginia(VA),Florida(FL) Effective Date(MM/DD/YYYY)•:03/31/2024 Expiration Date(MM/DD/YYYY)':03/31/2025 Carrier.AIU Insurance Company Workers Compensation is evidenced for employees of the Named Insured Only. Certificate Holder included as additional insured on General Liability and Auto Liability but only with respect to liability that arises out of the acts or omissions of the Named Insured; or,to the extent of the liability assumed by the Named Insured under written contract. The Auto Liability policy is primary,but only with respect to liability that arises out of the acts or omissions of the Named Insured;or,to the extent of the liability assumed by the Named Insured under written contract. The General Liability policy is primary and non-contributory,but only with respect to liability that arises out of the acts or omissions of the Named Insured;or,to the extent of the liability assumed by the Named Insured under written contract. Waiver of subrogation is applicable with respect to General Liability,Auto Liability and Workers'Compensation policies where required by written contract and subject to policy terms and conditions. In the event coverage is cancelled for any statutorily permitted reason,other than nonpayment of premium,advanced written notice will be mailed or delivered to person(s)or entity (ies)according to the notification schedule shown below.Per the most current schedule maintained by Marsh USA,Inc.and furnished to AIG no less than 45 days prior to the effective date of cancellation.Number of Days Notice of Cancellation:30. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AMENDMENT NO. 1 BUS SHELTER MAINTENANCE AND ADVERTISING AGREEMENT between City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 .0 Clear Channel Outdoor, LLC 19320 Harborgate Way Torrance, CA 90501 T( 310) 755-7234, F(310) 755-7355 This Amendment No. 1, dated July 27, 2020, amends that certain agreement ("Agreement") dated March 10, 2014 by and between the City of Seal Beach ("City"), a California charter city and Clear Channel Outdoor, LLC, a Delaware limited liability company and successor in interest to Clear Channel Outdoor, Inc., a Delaware corporation ("Contractor"). RECITALS A City and Contractor are parties to the Agreement, pursuant to which Contractor provides and maintains bus shelters at various designated bus stop locations throughout the City and pays City a portion of its advertising revenue from the bus shelters. B. As a result of the pandemic and the corresponding government ordered shut -downs at the local and state levels, the Contractor has experienced significant reductions in its bus shelter advertising revenues. C. City and Contractor wish to amend the Agreement to: 1) defer the $22,500 payment due to the City on July 31, 2020; and 2) waive the applicable late fee that would otherwise be owed to the City for missing the July 31, 2020 payment so long as Contractor adheres to the deferred payment schedule. AMENDMENT NO. 1 NOW, THEREFORE and in consideration of the foregoing and of the mutual covenants and promises herein set forth, the parties agree to amend the Agreement as follows: Section 1. Section 3.2 (Fee Payable to City) of the Agreement, is hereby amended to read as follows: "3.2 Except as otherwise provided in Section 3.2.1, Contractor shall make payments of portions of the annual fee on a semi-annual basis as follows: (a) Contractor shall make payment for the first half of each calendar year not later than July 31 of that year, which payment shall be half of the applicable Minimum Annual Guarantee; (b) Contractor shall pay the balance of the annual fee for each calendar year no later than January 31 of the following year; and (c) Any amounts not paid when due shall bear interest at the rate of 1 % per month, compounded monthly (but in no event more than the greatest rate permitted by applicable law). 3.2.1 Special Provisions for July 31, 2020 Minimum Annual Guarantee Payment. Contractor shall make the Minimum Annual Guarantee payment of $22,500 ordinarily due on July 31, 2020 on a deferred schedule as follows: (a) Contractor shall pay $11,250 in addition to its January 31, 2021 semi-annual payment of $22,500, for a total amount due of $33,750 by January 31, 2021. (b) Contractor shall pay another $11,250 in addition to its July 31, 2021 semi-annual payment of $22,500, for a total amount due of $33,750 by July 31, 2021. (c) Any amounts not paid when due under the deferred payment schedule shall bear interest at the rate of 1% per month, compounded monthly (but in no event more than the greatest rate permitted by applicable law)." Section 2. Except as expressly modified or supplemented by this Amendment No. 1, all other provisions of the Agreement shall remain unaltered and in full force and effect In the event of a conflict between the provisions of this Amendment No. 1 and the provisions of the Agreement, the provisions of Amendment No. 1 shall control. Section 3. Corporate Authority. Each person executing this Amendment No. 1 on behalf of Contractor warrants that he or she is duly authorized to execute this Amendment No. 1 on behalf of said party and that by his or her execution, Contractor is formally bound to the provisions of this Amendment No. 1. IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed and attested by their proper officers thereunto: CITY OF SEAL jC,H B)C) V II R. Ingram, City Attest: lc`� By: Gloria D. Harper I EA 2� Approved as o r By: aig . Steele, City Attorney CONTRACTOR Y1 By: f" Name:-- r (Please note, two signatures required for corporations under Corp. Code §313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.) ACORV CERTIFICATE OF LIABILITY INSURANCE /YYYY Doeo3/202200 ' 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. 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 terns 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: CONTACT Cathy Crown MARSH USA Inc. 4400 Comerica Bank Center MINEEll: (210) 691-4173 VC No): (210) 737 3584 E-MAILADDRESs: Cathy.Crown@marsh.com 1717 Main Street Dallas, TX 75201 03/31/2021 EACH OCCURRENCE $ 1,000,000 INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: National Union Fire Insurance Cc 19445 CIN 101851261-GAWU-GAWU-20-21 GAW 1 INSURED Clear Channel Outdoor, LLC INSURER B: American Home Assurance Company 19380 INSURER C: N/A N/A & its subsidiaries INSURER D: Illinois National Insurance Company 23817 4830 North Loop 1604 W, #111 San Antonio, TX 78249 INSURER E : N/A NIA INSURER F : N/A N/A COVERAGES CERTIFICATE NUMBER: HOU-003499765-08 REVISION NUMBER: 5 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. /NSR LTR OF INSURANCE ADOLTYPE IVSD SUER I mm POLICY NUMBER POLICY EFF POLICY EXP LIMITS A X COMMERCIAL GENERAL LIABILITY GL1728871 03131/2020 03/31/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE I —XI OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ Excluded PERSONAL &ADV INJURY $ 1,000,000 �'. GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 1,000,000 PRO - POLICY D PRO LOC PRODUCTS - COMP/OP AGG $ 1,000,000 $ OTHER. A AUTOMOBILE LIABILITY CA6631256(AOS) 03131/2020 0313112021 COMeINEDSINGLELIMIT $ 1000000 Ea acddent A X ANY AUTO CA6631257 (MA) 03/31/2020 03131/2021 BODILY INJURY (Per person) $ X OWNED SCHEDULED Y AUTOS ONLAUTOS BODILY INJURY (Per accident)t) $ PROPERTY DAMAGE $ Per accident) X HIRED NON -OWNED AUTOS ONLY AUTOS ONLY i$ UMBRELLA UAB OCCUR EACH OCCURRENCE is AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION $ $ I B D WORKERS COMPENSATION AND EMPLOYERS' LIABILITYSTATUTE ANYPROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBEREXCLUDED? 7 (Mandatory in NH) NIA WC23096116(California) WC23096120 (Florida) 03/31/2020 03/31/2021 03/31/2021 X I PER OTH- ER E. L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Continued On Next Page E.L. DISEASE -POLICY LIMIT $ 1,000,000 I DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) The certificate holder is included as an additional insured for General Liability and Auto Liability, but only to the extent of liability assumed by the Named Insured underwritten contract. Workers Compensation coverage is evidenced for employees of the Named Insured only. CERTIFICATE HOLDER CANCELLATION City of Seal Beach 211 Eight Street SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukheryee _3tiLaLvaAo�.% ��.A tLl t,2 @ 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101851261 LOC #: San Antonio ACo ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA Inc. Clear Channel Outdoor, LLC 6 its subsidiaries 4830 North Loop 1604 W, #111 POLICY NUMBER San Antonio, TX 78249 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers' Compensation Continued: Policy Number WC23096112 Colorado (CO), Delaware (DE), Georgia (GA), Indiana (IN), Maryland (MD), Michigan (MI), Minnesota (MN), Nebraska (NE), New Mexico (NM), Nevada (NV), New York (NY), Oregon (OR), Texas (TX), Tennessee (TN) Effective Date (MM/DDNYYY)': 03/31/2020 Expiration Date (MM/DDNYYY)*: 03/31/2021 Carrier. New Hampshire Insurance Company Policy Number WC23096114 Arizona (AZ), Illinois (IL), Kentucky (KY), North Carolina (NC), New Hampshire (NH), New Jersey (NJ), Pennsylvania (PA), Virginia (VA) Effective Date (MM/DDNYYY)': 03/31/2020 Expiration Date (MM/DDNYYY)': 03/31/2021 Cartier. New Hampshire Insurance Company Policy Number WC23096118 Massachusetts (MA), North Dakota (ND), Ohio (OH), Washington (WA), Wisconsin (WI), Wyoming (WY) Effective Date (MM/DD/YYYY)': 03/31/2020 Expiration Date (MM/DD/YY"*: 03/31/2021 Carrier. New Hampshire Insurance Company Workers Compensation is evidenced for employees of the Named Insured Only Certificate Holder included as additional insured on General Liability and Auto Liability, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. The Auto Liability policy is primary, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured underwritten contract. The General Liability policy is primary and non-contributory, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. Waiver of subrogation is applicable with respect to General Liability, Auto Liability, and Workers' Compensation policies where required by written contract and subject to policy terms and conditions. In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity lies) according to the notification schedule shown below. Per the most current schedule maintained by Marsh USA, Inc. and furnished to AIG no less than 45 days prior to the effective date of cancellation. Number of Days Notice of Cancellation: 30. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Clear Channel Outdoor, Inc. Attn: Layne Lawson Vice President Public Affairs 19320 Harborgate Way Torrance, CA 90501 Dear Mr. Lawson, This letter formally approves the request received by Clear Channel Outdoor, Inc to extend the term of the "Agreement for Bus Shelter Maintenance and Advertising between the City of Seal Beach and Clear Channel Outdoor, Incorporated" pursuant to Section 7.0 of this Agreement. As such, the term will now be extended an additional 5 years, ending on January 1, 2024. Additionally, in accordance with Section 3.1 of the Agreement, the applicable minimum annual guaranteed payment to the City will be $45,000 for each year of this new 5 year Agreement Term starting on January 1, 2019. Should you have any questions please do not hesitate to contract me at (562) 431-2527 at Ext. 1321 or by email at smyrter@sealbeachca.gov. Sincerely, eve Myrter, P.E. Public Works Director City of Seal Beach AGREEMENT FOR BUS SHELTER MAINTENANCE AND ADVERTISING between City of Seal Beach 211 - 8th Street Seal Beach, California 90740 .4 Clear Channel Outdoor, Inc. [ 19320 Harborgate Way Los Angeles California 90501 ] This Agreement ("the Agreement') is made as of , 2014, by and between Clear Channel Outdoor Inc. ("Contractor"), a Delaware corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1of10 RECITALS A. City desires bus shelters, each individually hereinafter referred to as a "shelter," to be provided and maintained at various designated bus stop locations throughout the City. B. Contractor represents that it is willing and qualified to provide such shelters under the terms and conditions hereinafter set forth. WHEREFORE, in consideration of the respective covenants and promises herein contained and subject to all of the terms and conditions hereof, the Parties hereby agree as follows: AGREEMENT 1.0 Applicability This Agreement applies to the shelters located within the City as depicted in Exhibit A to this Agreement, which is hereby incorporated by this reference. This Agreement contains all covenants and agreements between the Parties with respect to these shelters and supersedes any and all other agreements between the Parties, either oral or written, with respect to these shelters. Each Party to this Agreement acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that any amendment to this Agreement shall be effective only if executed in writing and signed by both City and Contractor. 2.0 Grant of License by City 2.1 City hereby grants Contractor, subject to the terms and conditions of the Agreement, a license to maintain and repair shelters at the locations depicted in Exhibit A. 2.2 This Agreement shall not be construed as granting Contractor any interest in real property owned by the City, and Contractor hereby expressly disclaims any such interest. 3.0 Fee Payable to City 3.1 During each year of the effective term of this Agreement (including any extension thereof pursuant to Section 7 of this Agreement), Contractor must pay City an annual fee equal to the greater of either: (1) 20% of the gross advertising revenue generated by the shelters; or (2) the applicable Minimum Annual Guarantee (herein so-called) set forth below: Portion of Effective Term Years 1-5 Years 6-10* *if applicable Applicable Minimum Annual Guarantee $43,000.00 $45,000.00* 3.2 Contractor must make payments of portions of the annual fee on a semi-annual basis as follows: 2of10 (a) Contractor must make payment for the first half of each calendar year not later than July 31 of that year, which payment shall be half of the applicable Minimum Annual Guarantee; (b) Contractor must pay the balance of the annual fee for each calendar year no later than January 31 of the following year; and (c) Any amounts not paid when due shall bear interest at the rate of I% per month, compounded monthly (but in no event more than the greatest rate permitted by applicable law). 3.3 All payments from Contractor to City must be accompanied and supported by a Statement of Account showing all shelters subject to this Agreement and the revenues received for each. Contractor must allow City or City's agents or representatives to inspect Contractor's books and records at Contractor's offices during reasonable business hours, upon no less than 15 days prior notice, to verify the fees due to City. City's right to inspect Contractor's books and records pursuant to this Section shall survive for two years following the termination of this Agreement. 4.0 Contractor's Services 4.1 Contractor must, at its sole cost and expense, maintain, repair, clean, and service the shelters. 4.1.1 Contractor's personnel may enter upon and into shelters for purposes of maintaining, repairing, cleaning, and servicing the shelters at any time reasonably necessary therefor. 4.1.2 Contractor must maintain the shelters in a state of good repair and must promptly repair any damage to the shelters and remove any graffiti from the shelters. 4.1.3 Contractor must clean and collect trash from all shelters not less than 2 times per week. 4.2 Contractor must, in performance of this Agreement, comply with all applicable federal, state, and local law. 4.3 Contractor must obtain and maintain all necessary permits for each shelter and is solely responsible for payment of all fees, costs, and permit charges regularly assessed by City. 4.4 Contractor must maintain all shelters in accordance with designs, plans, and specifications approved by the City Manager or his or her designee. Contractor must display its name in a conspicuous location on each shelter. Contractor must submit any proposed change in the design or configuration of any shelter to the City Manager for his or her prior written approval at least 30 days prior to the change. 4.5 Contractor must pay all sums that may become due for electrical energy supplied to the shelters and must indemnify City against any and all such costs. 3of10 4.6 Contractor may utilize the shelters for advertising subject to the requirements of California Business & Professions Code, Section 5408.5 and the terms and conditions set forth in this Section 4.6. 4.6.1 Contractor must make at least 10% of the advertising space on the shelters available at no charge to the City for the display of public service announcements. 4.6.2 All advertising and design diagrams are subject to the approval of the City Manager or his or her designee. 4.6.3 Contractor must not display any advertisement or sign on any shelter outside the area of the shelter designated for advertising pursuant to the design diagrams. 4.6.4 Contractor must not display any advertisement or sign on any shelter that would be offensive or objectionable to the public. 4.6.5 Contractor must not display any advertisement or sign on any shelter for competing services or products within a one -block radius of real property primarily devoted to providing those services or products. 4.6.5 Contractor must not display any adult oriented advertising or advertising for alcoholic beverages or tobacco products. 4.6.6 Contractor must not display on any shelter any work, phrase, symbol or character likely to interfere with, mislead, or distract traffic, or conflict with any traffic control device. Advertising panels must not be excessively illuminated or include rotating, flashing, or revolving lighting devices or moving parts. 4.6.7 If the City, in its sole discretion, determines that any advertising on any shelter violates the terms and conditions of this Section 4.6 Contractor must remove the advertising within 24 hours or receiving notice from the City. City may cover the advertisement until such time as Contractor has removed the advertisement. 5.0 Additional Shelters 5.1 Contractor may install shelters at additional locations if it obtains the prior written approval of the City. Such shelters must comply with all provisions of this Agreement. Notwithstanding anything to the contrary herein, Contractor is not and shall not be obligated to install or construct any new or additional shelters under this Agreement. 5.2 Where installation of a new shelter requires disturbing existing pavement, Contractor must promptly replace that pavement in a manner satisfactory to City. If Contractor's work results in any damage to utilities, street furniture, vegetation, or private property, Contractor must promptly restore, repair, or replace the damaged property to its original or a better condition. 4of10 6.0 Shelter Removal 6.1 Contractor may remove any shelter subject to this agreement upon 30 days written notice to the City if federal, state, or local taxes or regulations substantially diminish the value for advertising purposes of any shelter subject to this Agreement. 6.2 Contractor may remove any shelter subject to this agreement upon 30 days written notice to the City if the shelter is subject to chronic vandalism. For these purposes, chronic vandalism is damage inflicted to a shelter during any 1 year period that requires cumulative expenditures for replacement and repair in excess of the original cost of construction and installation of the shelter. 6.3 If upon expiration or termination of this Agreement, the City opts for the removal of any or all shelters, Contractor must immediately remove any or all such shelters as the City requests be removed. If Contractor does not remove all shelters within 30 days after notice to remove, City shall have the right to remove the remaining shelters, in which event Contractor must reimburse City for all costs of removal and site restoration. 6.4 Upon removal of any or all shelters under any circumstances, Contractor must also remove all material on the site, including but not limited to, all wires, and restore the site to the condition existing prior to installation of the shelter, including complete restoration of any sidewalk upon which the shelter was located. 7.0 Term This term of this Agreement shall commence as of January 1, 2014, and shall continue for a term of 5 years unless previously terminated as provided by this Agreement. Contractor shall have the option to renew this Agreement for an additional 5 years, upon the same terms and conditions as set forth in this Agreement, provided Contractor notifies City in writing of Contractor's intention to exercise its option at least 60 days prior to the expiration of the initial term. Contractor shall have no right to extend the term while it is in default under this Agreement, unless the time allowed to cure such default has not yet passed. 8.0 Termination 8.1 This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than thirty 30 days prior to the date of termination. 8.2 This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 9.0 Independent contractor Contractor is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Contractor or under its supervision. 5of10 Contractor will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 10.0 Insurance 10.1 Contractor must not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. Contractor must furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy must be signed by a person authorized by that insurer to bind coverage on its behalf, and must be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 10.2 Contractor must, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than ANIII, licensed to do business in California, and satisfactory to the City. Coverage must be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). Contractor must maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 10.3 The insurance policies must contain the following provisions, or Contractor must provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage must be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, must stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and must not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered 6of10 as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible. 10.4 All insurance required by this Section must contain standard separation of insureds provisions and must not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 10.5 Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 11.0 Representatives and Notices 11.1 The City Manager is the City's representative for purposes of this Agreement. 11.2 Director of Public Affairs for Clear Channel Outdoor - Southern California Division is the Contractor's sole representative for purposes of this Agreement. 11.3 Notices and written communications sent by one party to the other must be personally delivered or sent by certified or registered U.S. Mail, return receipt requested, postage prepaid, to the following addresses (or such other addresses as may be designated by notice given in accordance with this paragraph): If to City: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attn: City Manager If to Contractor: Clear Channel Outdoor, Inc. 19320 Harborgate Way Los Angeles CA 90501 Attn: President - Southern California Division 12.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 7of10 13.0 Assignment Contractor must not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. Notwithstanding anything to the contrary herein, Contractor shall have the right to assign or transfer this Agreement to an entity controlled, under common control with or affiliated with Contractor or that acquires all or substantially all of concessionaire's assets or stock without the consent of City. 14.0 Indemnification and Hold Harmless Contractor must defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions, or misconduct of Contractor, its employees, or its agents, arising out of or in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses, except for such loss, damage, or injury arising from the sole negligence or willful misconduct of the City. Contractor must defend, at Contractor's own cost, expense, and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor must pay and satisfy any judgment, award, or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor must reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. All duties of Contractor under this Section shall survive termination of this Agreement. 15.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 16.0 Validity The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8of10 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21.0 Attorneys' Fees If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party all of its attorney's fees and all other costs incurred in connection with such action. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority Each person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, Contractor is formally bound to the provisions of this Agreement. 9 of 10 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH Attest: By: Linda 4Dev—in"e,CityACI;erk Approved as to Form: By: r� sp�' Quinn Ilarrow, City Attorney 10 of 10 CLEAR CHANbWL OUTDOOR, INC. By: ,.� Name: Its: - Name: Its: Agenda Item E - 03/10/14 Clear Channel Direction 1 SB 2 SB 3 SB 4 SB 5 SB 6 NB &(3 7 SB 8 NB —9 SB 10 SB 11 NB 12 EB 13 NB 14 SB 15 SB 16 NB EXH 101 1 A (Revised) Location SEAL BEACH BLVD at BOEING ENTRANCE SEAL BEACH BLVD at NORTH GATE ROAD SEAL BEACH BLVD at BOLSA SEAL BEACH BLVD at BRADBURY SEAL BEACH BLVD at LAMPSON SEAL BEACH B6V-D ?t SEAL BEACH BLVD at PCH SEAL BEACH BLVD at P -GH SEAL BEACH BLVD at TOWNE CENTER DR SEAL BEACH BLVD at ROAD C SEAL BEACH BLVD at ROSSMOOR CENTER WAY SEAL BEACH BLVD at ST. ANDREWS SEAL BEACH BLVD at ST. CLOUD WESTMINSTER at 2900 WESTMINSTER (DENNY-S) PCH at 1ST PCH at 1ST PCH at ANDERSON PCH at BALBOA 17 NB PCH at BOLSA 18 NB PCH at MAR VISTA 19 NB PCH at SEAL BEACH BLVD P4@4 at- SEAL BEACH B6VD KEY ADDED REMOVED 0 A`COR�® v CERTIFICATE OF LIABILITY INSURANCE DATE /YYYY) /2o2o oe/oa12020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER MARSH USA Inc. 4400 Comerica Bank Center NAME: CONTACT Cathy Crown ac°NNo Ext : (210) 691-0173F( AICNoll: (210) 737 3584 E-MAIL Cath Crown marsh.com ADDRESS: y' 1717 Main Street Dallas, TX 75201 INSURER(S) AFFORDING COVERAGE NAIC# INSURER A: National Union Fire Insurance Co 19445 CNI01851261-GAWU-GAWU-20-21 GAW 1 INSURED Clear Channel Outdoor, LLC INSURER B: American Home Assurance Company 19380 INSURER C: N/A N/A & its subsidiaries 4830 North Loop 1604 W, #111 San Antonio, TX 78249 INSURER D : Illinois National Insurance Company 23817 INSURER E: N/A NIA INSURER F: N/A N/A TO_RSNTErY_ PREMISES Ea occurrence $ 1,000,000 COVERAGES CERTIFICATE NUMBER: HOU-003499765-09 REVISION NUMBER: 7 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRR TYPE OF INSURANCE ADDL SUER POLICY NUMBER M� Y EFF /YYYYIMMIDOrOLICY EXP LIMITS A X COMMERCIALGENERALLIABILITY GL1728871 03/31/2020 03/31/2021 EACH OCCURRENCE $ 1,000,000 CDAMAGE LAIMS-MADE OCCUR TO_RSNTErY_ PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ Excluded PERSONAL &ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY CA6631256(AOS) 03/31/2020 03/31/2021 CEa acGOMBINEdenDSINGLELIMIT t $ 1,000,000 A XANY AUTO CA6631257 (MA) 03/31/2020 03/31/2021 BODILY INJURY (Per person) $ X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident). $ X HIRED NON -OWNED AUTOS ONLY AUTOS ONLY PROPERTY DAMAGE $ Per accident UMBRELLALIAB HCLAIMS-MADE OCCUR EACH OCCURRENCE $ AGGREGATE is EXCESS LIAR j DED RETENTION $ $ B D WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE YIN OFFICER/MEMBEREXCLUDED? N❑ (Mandatory In NH) NIA WC23096116 (Califomia) WC23096120(Florida) 103/31/2020 03/31/2021 0313112021 X STATUTE EORH E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Continued On Next Page E.L. DISEASE - POLICY LIMIT $ 1,000,000 i DESCRIPTION OF OPERATIONS / LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The certificate holder is included as an additional insured for General Liability and Auto Liability, but only to the extent of liability assumed by the Named Insured underwritten contract. Workers Compensation coverage is evidenced for employees of the Named Insured only. CERTIFICATE HOLDER CANCFI I ATIAN City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 Eight Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukhedee _VLAuyV> t.,: ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101851261 LOC #: San Antonio ,4 0 ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA Inc. Clear Channel Outdoor, LLC & its subsidiaries 4830 North Loop 1604 W, #111 POUCY NUMBER San Antonio, TX 78249 CARRIER NAIC CODE EFFECTIVE DATE: KLIlill THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers' Compensation Continued: Policy Number. WC23096112 Colorado (CO), Delaware (DE), Georgia (GA), Indiana (IN), Maryland (MD), Michigan (MI), Minnesota (MN), Nebraska (NE), New Mexico (NM), Nevada (NV), New York (NY), Oregon (OR), Texas (TX), Tennessee (TN) Effective Date (MM/DD/YYYY)': 03/31/2020 Expiration Date (MM/DD/YYYY)*: 03/31/2021 Carrier. New Hampshire Insurance Company Policy Number. WC23096114 Arizona (AZ), Illinois (IL), Kentucky (KY), North Carolina (NC), New Hampshire (NH), New Jersey (NJ), Pennsylvania (PA), Virginia (VA) Effective Date (MM/DD/YYYY)': 03131/2020 Expiration Date (MM/DDNYYY)*: 03/312021 Carrier: New Hampshire Insurance Company Policy Number. WC23096118 Massachusetts (MA), North Dakota (ND), Ohio (OH), Washington (WA), Wisconsin (WI), Wyoming (WY) Effective Date (MM/DD/YYY` )*: 03131/2020 Expiration Date (MM/DD/YYYY)*: 03/312021 Carrier: New Hampshire Insurance Company Workers Compensation is evidenced for employees of the Named Insured Only Certificate Holder included as additional insured on General liability and Auto Liability, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. The Auto Liability policy is primary, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. The General Liability policy is primary and non-contributory, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. Waiver of subrogation is applicable with respect to General Liability, Auto Liability, and Workers' Compensation policies where required by written contract and subject to policy terms and conditions. In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity (ies) according to the notification schedule shown below. Per the most current schedule maintained by Marsh USA, Inc. and furnished to AIG no less than 45 days prior to the effective date of cancellation. Number of Days Notice of Cancellation: 30. ACORD 101 (2008101) V ZUUU AL UKU L UKYUKA I IUN. All 1-rgnLS reserveU. The ACORD name and logo are registered marks of ACORD A`OROF CERTIFICATE OF LIABILITY INSURANCE °20"�°"Y"' 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. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Cathy Crown MARSH USA Inc. 4400 Comerica Bank Center PHOC. N Ext : (210) 691-0173 FAX N.I: (210) 737 3584 E-MAIL Cath Crown marsh.com ADDRESS: y' 1717 Main Street Dallas, TX 75201 CLAIMS -MADE � OCCUR INSURER(S) AFFORDING COVERAGE NAIC S INSURER A: National Union Fire Insurance Co 19445 CNIO1851261-GAWU-GAWU-20-21 GAW 1 INSURED Gear Channel Outdoor, LLC INSURER 9: American Home Assurance Company 19380 INSURER C: N/A N/A 8 its subsidiaries INSURER D: Illinois National Insurance Company 23817 4830 North Loop 1604 W, #111 San Antonio, TX 78249 INSURER E :NIA NIA INSURER F : N/A N/A PERSONAL & ADV INJURY $ 1,000,000 COVERAGES CERTIFICATE NUMBER: HOU-003499765-09 REVISION NUMBER: 7 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL SUER POLICY NUMBER POLICY EFF MM YaYI--YxYPr LIMITS A X COMMERCIAL GENERAL LIABILITY GL1728871 03/31/2020 03/31/2021 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE � OCCUR PREMISES Ea occurrence $ 1,000,000 MED EXP (Any one person) $ Excluded PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 POLICY PRO JECT LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ OTHER: A AUTOMOBILE LIABILITY CA6631256 (AOS) 03131/2020 03I31I2021 COMBINED SINGLE LIMIT $ 1,000,000 Ea accident AX ANY AUTO CA6631257 (MA) 03/31/2020 03/31/2021 BODILY INJURY (Per person) $ X OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) $ PROPERTY DAMAGE $ Per accident X HIRED NON -OWNED AUTOS ONLY AUTOS ONLY $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAB CLAIMS -MADE DED RETENTION $ $ B D WORKERS COMPENSATION AND EMPLOYERS' LIABILITYSTATUTE ANYPROPRIETOR/PARTNER/EXECUTIVE Y/N OFFICER/MEMBEREXCLUDED? ❑N (Mandatory in NH)E.L. NIA WC23096116 (Caltomia) WC23096120(Florida) 03/31/20201I03/31/2021 03/31/2021 X PER 0TH - ER E.L. EACH ACCIDENT $ 1,000,000 DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below Continued On Next Page E.L. DISEASE - POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) The certificate holder is included as an additional insured for General Liability and Auto Liability, but only to the extent of liability assumed by the Named Insured under written contract. Workers Compensation coverage is evidenced for employees of the Named Insured only. CERTIFICATE HC)LnFR CANCFI I ATIAN City of Seal Beach SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 211 Eight Street THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Seal Beach, CA 90740 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. Manashi Mukherjee _IyCausvo►.� ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: CN101851261 LOC #: San Antonio A� ® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED MARSH USA Inc. Clear Channel Outdoor, LLC & its subsidiaries 4830 North Loop 1604 W. #111 POLICY NUMBER San Antonio, TX 78249 CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Workers' Compensation Continued: Policy Number WC23096112 Colorado (CO), Delaware (DE), Georgia (GA), Indiana (IN), Maryland (MD), Michigan (MI), Minnesota (MN), Nebraska (NE), New Mexico (NM), Nevada (NV), New York (NY), Oregon (OR), Texas (T)), Tennessee (TN) Effective Date (MMIDDNYYY)`: 03/31/2020 Expiration Date (MM/DD/YYYY)': 03/31/2021 Carrier New Hampshire Insurance Company Policy Number. WC23096114 Arizona (AZ), Illinois (IL), Kentucky (KY), North Carolina (NC), New Hampshire (NH), New Jersey (NJ), Pennsylvania (PA), Virginia (VA) Effective Date (MM/DD/YYYY)". 03/31/2020 Expiration Date (MM/DD/YYYY)': 03/31/2021 Carrier: New Hampshire Insurance Company Policy Number. WC23096118 Massachusetts (MA), North Dakota (ND), Ohio (OH), Washington (WA), Wisconsin (WI), Wyoming (WY) Effective Date (MM/DD/YYYY)': 03131/2020 Expiration Date (MM/DDNYYY)*: 03/312021 Carrier. New Hampshire Insurance Company Workers Compensation is evidenced for employees of the Named Insured Only Certificate Holder included as additional insured on General Liability and Auto Liability, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. The Auto Liability policy is primary, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured under written contract. The General Liability policy is primary and non-contributory, but only with respect to liability that arises out of the acts or omissions of the Named Insured; or, to the extent of the liability assumed by the Named Insured underwritten contract. Waiver of subrogation is applicable with respect to General Liability, Auto Liability, and Workers' Compensation policies where required by written contract and subject to policy terms and conditions. In the event coverage is cancelled for any statutorily permitted reason, other than nonpayment of premium, advanced written notice will be mailed or delivered to person(s) or entity lies) according to the notification schedule shown below. Per the most current schedule maintained by Marsh USA, Inc. and furnished to AIG no less than 45 days prior to the effective date of cancellation. Number of Days Notice of Cancellation: 30. ACORD 101 (2008101) v zoos ACUKU GUKPUKA I IUN. An ngnis reservea. The ACORD name and logo are registered marks of ACORD RESOLUTION 7058 A RESOLUTION OF THE SEAL BEACH CITY COUNCIL APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT NO. 1 TO THE AGREEMENT FOR SHELTER MAINTENANCE AND ADVERTISING BETWEEN THE CITY OF SEAL BEACH AND CLEAR CHANNEL OUTDOOR, LLC WHEREAS, the City of Seal Beach and Clear Channel Outdoor, LLC are parties to an Agreement for Shelter Maintenance and Advertising, dated October 10, 2014 ("Agreement"), pursuant to which Contractor provides and maintains bus shelters at various designated bus stop locations throughout the City and pays City a portion of its advertising revenue from the bus shelters; and, WHEREAS, As a result of the pandemic and the corresponding government ordered shut -downs at the local and state levels, Clear Channel Outdoor, LLC has experienced significant reductions in its bus shelter advertising revenues; and, WHEREAS, The parties wish to amend the Agreement to: 1) defer the $22,500 payment due to the City on July 31, 2020; and 2) waive the applicable late fee that would otherwise be owed to the City for missing the July 31, 2020 payment so long as Clear Channel Outdoor, LLC adheres to the deferred payment schedule. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. Amendment No. 1 to the Agreement for Shelter Maintenance and Advertising between the City of Seal Beach and Clear Channel Outdoor, LLC attached hereto as Exhibit "A" ("Amendment No. 1 ") is approved. Section 2. The City Council hereby authorizes the City Manager to execute Amendment No. 1. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 27th day of July, 2020 by the following vote: AYES: Council Members: Kalmick, Massa-Lavitt, Moore, Sustarsic, Varipapa NOES: Council Members: None ABSENT: Council Members: None ABSTAIN: Council Members: None ATTEST: oria D. Harpel' City Clerk STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } Schelly Sustarsic, Mayor AAPOh�l�j�4. I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7058 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meeting held on the 27th day of July, 2020. OM AWIA �tet���ffi r� _ L • _ _ - t J Clear Channel Outdoor, Inc. Attn: Layne Lawson Vice President Public Affairs 19320 Harborgate Way Torrance, CA 90501 Dear Mr. Lawson, This letter formally approves the request received by Clear Channel Outdoor, Inc to extend the term of the "Agreement for Bus Shelter Maintenance and Advertising between the City of Seal Beach and Clear Channel Outdoor, Incorporated" pursuant to Section 7.0 of this Agreement. As such, the term will now be extended an additional 5 years, ending on January 1, 2024. Additionally, in accordance with Section 3.1 of the Agreement, the applicable minimum annual guaranteed payment to the City will be $45,000 for each year of this new 5 year Agreement Term starting on January 1, 2019. Should you have any questions please do not hesitate to contract me at (562) 431-2527 at Ext. 1321 or by email at smyrter@sealbeachca.gov. Sincerely, eve Myrter, P.E. Public Works Director City of Seal Beach AGREEMENT FOR BUS SHELTER MAINTENANCE AND ADVERTISING between City of Seal Beach 211 - 8th Street Seal Beach, California 90740 Clear Channel Outdoor, Inc. [ 19320 Harborgate Way Los Angeles California 90501 ] This Agreement ("the Agreement") is made as of , 2014, by and between Clear Channel Outdoor Inc. ("Contractor"), a Delaware corporation, and the City of Seal Beach ("City"), a California charter city, (collectively, "the Parties"). 1of10 RECITALS A. City desires bus shelters, each individually hereinafter referred to as a "shelter," to be provided and maintained at various designated bus stop locations throughout the City. B. Contractor represents that it is willing and qualified to provide such shelters under the terms and conditions hereinafter set forth. WHEREFORE, in consideration of the respective covenants and promises herein contained and subject to all of the terms and conditions hereof, the Parties hereby agree as follows: AGREEMENT 1.0 Applicability This Agreement applies to the shelters located within the City as depicted in Exhibit A to this Agreement, which is hereby incorporated by this reference. This Agreement contains all covenants and agreements between the Parties with respect to these shelters and supersedes any and all other agreements between the Parties, either oral or written, with respect to these shelters. Each Party to this Agreement acknowledges that no representation, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, that are not embodied herein, and that any amendment to this Agreement shall be effective only if executed in writing and signed by both City and Contractor. 2.0 Grant of License by City 2.1 City hereby grants Contractor, subject to the terms and conditions of the Agreement, a license to maintain and repair shelters at the locations depicted in Exhibit A. 2.2 This Agreement shall not be construed as granting Contractor any interest in real property owned by the City, and Contractor hereby expressly disclaims any such interest. 3.0 Fee Payable to City 3.1 During each year of the effective term of this Agreement (including any extension thereof pursuant to Section 7 of this Agreement), Contractor must pay City an annual fee equal to the greater of either: (1) 20% of the gross advertising revenue generated by the shelters; or (2) the applicable Minimum Annual Guarantee (herein so-called) set forth below: Portion of Effective Term Years 1-5 Years 6-10* *if applicable Applicable Minimum Annual Guarantee $43,000.00 $45,000.00* 3.2 Contractor must make payments of portions of the annual fee on a semi-annual basis as follows: 2of10 (a) Contractor must make payment for the first half of each calendar year not later than July 31 of that year, which payment shall be half of the applicable Minimum Annual Guarantee; (b) Contractor must pay the balance of the annual fee for each calendar year no later than January 31 of the following year; and (c) Any amounts not paid when due shall bear interest at the rate of 1% per month, compounded monthly (but in no event more than the greatest rate permitted by applicable law). 3.3 All payments from Contractor to City must be accompanied and supported by a Statement of Account showing all shelters subject to this Agreement and the revenues received for each. Contractor must allow City or City's agents or representatives to inspect Contractor's books and records at Contractor's offices during reasonable business hours, upon no less than 15 days prior notice, to verify the fees due to City. City's right to inspect Contractor's books and records pursuant to this Section shall survive for two years following the termination of this Agreement. 4.0 Contractor's Services 4.1 Contractor must, at its sole cost and expense, maintain, repair, clean, and service the shelters. 4.1.1 Contractor's personnel may enter upon and into shelters for purposes of maintaining, repairing, cleaning, and servicing the shelters at any time reasonably necessary therefor. 4.1.2 Contractor must maintain the shelters in a state of good repair and must promptly repair any damage to the shelters and remove any graffiti from the shelters. 4.1.3 Contractor must clean and collect trash from all shelters not less than 2 times per week. 4.2 Contractor must, in performance of this Agreement, comply with all applicable federal, state, and local law. 4.3 Contractor must obtain and maintain all necessary permits for each shelter and is solely responsible for payment of all fees, costs, and permit charges regularly assessed by City. 4.4 Contractor must maintain all shelters in accordance with designs, plans, and specifications approved by the City Manager or his or her designee. Contractor must display its name in a conspicuous location on each shelter. Contractor must submit any proposed change in the design or configuration of any shelter to the City Manager for his or her prior written approval at least 30 days prior to the change. 4.5 Contractor must pay all sums that may become due for electrical energy supplied to the shelters and must indemnify City against any and all such costs. 3of10 4.6 Contractor may utilize the shelters for advertising subject to the requirements of California Business & Professions Code, Section 5408.5 and the terms and conditions set forth in this Section 4.6. 4.6.1 Contractor must make at least 10% of the advertising space on the shelters available at no charge to the City for the display of public service announcements. 4.6.2 All advertising and design diagrams are subject to the approval of the City Manager or his or her designee. 4.6.3 Contractor must not display any advertisement or sign on any shelter outside the area of the shelter designated for advertising pursuant to the design diagrams. 4.6.4 Contractor must not display any advertisement or sign on any shelter that would be offensive or objectionable to the public. 4.6.5 Contractor must not display any advertisement or sign on any shelter for competing services or products within a one -block radius of real property primarily devoted to providing those services or products. 4.6.5 Contractor must not display any adult oriented advertising or advertising for alcoholic beverages or tobacco products. 4.6.6 Contractor must not display on any shelter any work, phrase, symbol or character likely to interfere with, mislead, or distract traffic, or conflict with any traffic control device. Advertising panels must not be excessively illuminated or include rotating, flashing, or revolving lighting devices or moving parts. 4.6.7 If the City, in its sole discretion, determines that any advertising on any shelter violates the terms and conditions of this Section 4.6 Contractor must remove the advertising within 24 hours or receiving notice from the City. City may cover the advertisement until such time as Contractor has removed the advertisement. 5.0 Additional Shelters 5.1 Contractor may install shelters at additional locations if it obtains the prior written approval of the City. Such shelters must comply with all provisions of this Agreement. Notwithstanding anything to the contrary herein, Contractor is not and shall not be obligated to install or construct any new or additional shelters under this Agreement. 5.2 Where installation of a new shelter requires disturbing existing pavement, Contractor must promptly replace that pavement in a manner satisfactory to City. If Contractor's work results in any damage to utilities, street furniture, vegetation, or private property, Contractor must promptly restore, repair, or replace the damaged property to its original or a better condition. 4of10 6.0 Shelter Removal 6.1 Contractor may remove any shelter subject to this agreement upon 30 days written notice to the City if federal, state, or local taxes or regulations substantially diminish the value for advertising purposes of any shelter subject to this Agreement. 6.2 Contractor may remove any shelter subject to this agreement upon 30 days written notice to the City if the shelter is subject to chronic vandalism. For these purposes, chronic vandalism is damage inflicted to a shelter during any 1 year period that requires cumulative expenditures for replacement and repair in excess of the original cost of construction and installation of the shelter. 6.3 If upon expiration or termination of this Agreement, the City opts for the removal of any or all shelters, Contractor must immediately remove any or all such shelters as the City requests be removed. If Contractor does not remove all shelters within 30 days after notice to remove, City shall have the right to remove the remaining shelters, in which event Contractor must reimburse City for all costs of removal and site restoration. 6.4 Upon removal of any or all shelters under any circumstances, Contractor must also remove all material on the site, including but not limited to, all wires, and restore the site to the condition existing prior to installation of the shelter, including complete restoration of any sidewalk upon which the shelter was located. 7.0 Term This term of this Agreement shall commence as of January 1, 2014, and shall continue for a term of 5 years unless previously terminated as provided by this Agreement. Contractor shall have the option to renew this Agreement for an additional 5 years, upon the same terms and conditions as set forth in this Agreement, provided Contractor notifies City in writing of Contractor's intention to exercise its option at least 60 days prior to the expiration of the initial term. Contractor shall have no right to extend the term while it is in default under this Agreement, unless the time allowed to cure such default has not yet passed. 8.0 Termination 8.1 This Agreement may be terminated by City, without cause, or by Contractor based on reasonable cause, upon giving the other party written notice thereof not less than thirty 30 days prior to the date of termination. 8.2 This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 9.0 Independent contractor Contractor is an independent contractor and not an employee of the City. All services provided pursuant to this Agreement shall be performed by Contractor or under its supervision. 5of10 Contractor will determine the means, methods, and details of performing the services. Any additional personnel performing services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 10.0 Insurance 10.1 Contractor must not commence work under this Agreement until it has provided evidence satisfactory to the City that Contractor has secured all insurance required under this Section. Contractor must furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City. The certificates and endorsements for each insurance policy must be signed by a person authorized by that insurer to bind coverage on its behalf, and must be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time. 10.2 Contractor must, at its expense, procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to the City. Coverage must be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); and (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto). Contractor must maintain limits no less than: (1) General Liability: $2,000,000 per occurrence for bodily injury, personal injury and property damage and if Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this Agreement/location or the general aggregate limit shall be twice the required occurrence limit; and (2) Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 10.3 The insurance policies must contain the following provisions, or Contractor must provide endorsements on forms supplied or approved by the City to state: (1) coverage shall not be suspended, voided, reduced or canceled except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City; (2) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to the City, its directors, officials, officers, (3) coverage must be primary insurance as respects the City, its directors, officials, officers, employees, agents and volunteers, or if excess, must stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents and volunteers shall be excess of the Contractor's insurance and must not be called upon to contribute with it; (4) for general liability insurance, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered 6of10 as additional insureds with respect to the services or operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (5) for automobile liability, that the City, its directors, officials, officers, employees, agents and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible. 10.4 All insurance required by this Section must contain standard separation of insureds provisions and must not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 10.5 Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor guarantees that, at the option of the City, either: (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors, officials, officers, employees, agents, and volunteers; or (2) the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 11.0 Representatives and Notices 11.1 The City Manager is the City's representative for purposes of this Agreement. 11.2 Director of Public Affairs for Clear Channel Outdoor - Southern California Division is the Contractor's sole representative for purposes of this Agreement. 11.3 Notices and written communications sent by one party to the other must be personally delivered or sent by certified or registered U.S. Mail, return receipt requested, postage prepaid, to the following addresses (or such other addresses as may be designated by notice given in accordance with this paragraph): If to City: City of Seal Beach 211 Eighth Street Seal Beach, CA 90740 Attn: City Manager If to Contractor: Clear Channel Outdoor, Inc. 19320 Harborgate Way Los Angeles CA 90501 Attn: President - Southern California Division 12.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of the City. Contractor is fully responsible to City for the performance of any and all subcontractors. 7of10 13.0 Assignment Contractor must not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of City. Any purported assignment without such consent shall be void and without effect. Notwithstanding anything to the contrary herein, Contractor shall have the right to assign or transfer this Agreement to an entity controlled, under common control with or affiliated with Contractor or that acquires all or substantially all of concessionaire's assets or stock without the consent of City. 14.0 Indemnification and Hold Harmless Contractor must defend, indemnify, and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any acts, omissions, or misconduct of Contractor, its employees, or its agents, arising out of or in connection with the performance of this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses, except for such loss, damage, or injury arising from the sole negligence or willful misconduct of the City. Contractor must defend, at Contractor's own cost, expense, and risk, any and all such aforesaid suits, actions, or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Contractor must pay and satisfy any judgment, award, or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Contractor must reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers. All duties of Contractor under this Section shall survive termination of this Agreement. 15.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 16.0 Validity The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 17.0 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8of10 18.0 No Third Party Rights No third party shall be deemed to have any rights hereunder against either Party as a result of this Agreement. 19.0 Waiver No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 20.0 Prohibited Interests Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor, to solicit or secure this Agreement. Further, Contractor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City has the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 21.0 Attorneys' Fees If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party all of its attorney's fees and all other costs incurred in connection with such action. 22.0 Exhibits All exhibits referenced in this Agreement are hereby incorporated into the Agreement as if set forth in full herein. In the event of any material discrepancy between the terms of any exhibit so incorporated and the terms of this Agreement, the terms of this Agreement shall control. 23.0 Corporate Authority Each person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said Party and that by his or her execution, Contractor is formally bound to the provisions of this Agreement. 9of10 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH By: VX1 (A ill . Ingram, City an ger Attest: By: � 2&& W �M(i I Linda Devine, City Clerk Approved as to Form: By: QY� &(, uinn arrow, City Attorney 10 of 10 CLEAR CHA L OUTDOOR, INC. By: 144C64 6i� Name: p Its: I: Name: Its: Agenda Item E - 03/10/14 EXH I BIT A Clear Channel (Revised) Direction Location 1 SB SEAL BEACH BLVD at BOEING ENTRANCE 2 SB SEAL BEACH BLVD at NORTH GATE ROAD 3 SB SEAL BEACH BLVD at BOLSA 4 SB SEAL BEACH BLVD at BRADBURY 5 SB SEAL BEACH BLVD at LAMPSON 413 SEAL BEACH BLVD a+ OLD RANO-1 6 NB SEAL BEACH BLVD at PCH SEAL BEACH BLVD a+ PC -1 7 SB SEAL BEACH BLVD at TOWNE CENTER DR 8 NB SEAL BEACH BLVD at ROAD C 9 SB SEAL BEACH BLVD at ROSSMOOR CENTER WAY 10 SB SEAL BEACH BLVD at ST. ANDREWS 11 NB SEAL BEACH BLVD at ST. CLOUD 12 EB WESTMINSTER at 2900 WESTMINSTER (DENNY'S) 13 NB PCH at 1ST 14 SB PCH at IST 15 SB PCH at ANDERSON 16 NB PCH at BALBOA 17 NB PCH at BOLSA 18 NB PCH at MAR VISTA 19 NB PCH at SEAL BEACH BLVD S� PC -14 a+ SEAL BEACH BLVD KEY ADDED REMOVED